§ 55A-11-10. Merger with certain charitable or religious corporation or hospital authority.
§ 55A‑11‑10. Merger with certain charitable or religious corporation or hospital authority.
(a) A hospitalauthority created by a city may merge into a charitable or religiouscorporation having its principal office in the county in which the city is located,under a plan of merger approved by the city and the county and by a majority ofthe members of the board of commissioners of such authority and by or for thecorporation as provided in G.S. 55A‑11‑03.
This section applies only tothe merger of a hospital authority formed by a city in a county with apopulation of less than 150,000 as of the most recent U.S. Census and either(i) a charitable or religious corporation formed on or before September 29,2005 having its principal office located in such county as of September 29,2005, or (ii) a hospital authority formed after September 29, 2005 by thecounty in which the city is located.
(b) A hospitalauthority created by a city may merge into a hospital authority created by thecounty in which the city is located, pursuant to a plan of merger approved bythe city and the county and by a majority of the members of the board ofcommissioners of each authority.
(c) The plan of mergershall include all of the following:
(1) The name of the cityhospital authority and the charitable or religious corporation or the countyhospital authority planning to merge and the name of the surviving charitableor religious corporation or county hospital authority into which such cityhospital authority plans to merge.
(2) The terms andconditions of the merger.
(3) Any amendments tothe articles or certificate of incorporation or bylaws of the survivingcharitable or religious corporation or the surviving county hospital authorityto be effected by the merger.
(4) Other provisionsrelating to the merger.
(d) After the plan ofmerger is approved, the surviving charitable or religious corporation or thesurviving county hospital authority shall deliver to the Secretary of State forfiling articles of merger that include all of the following:
(1) The plan of merger.
(2) In the case of amerger of a city hospital authority into a charitable or religious corporation,a statement that the plan of merger was approved by the city and by a majorityof the members of the board of commissioners of the city hospital authority andthe statements required under G.S. 55A‑11‑04(a)(2), (3), or (4); or
(3) In the case of amerger of a city hospital authority into a county hospital authority, astatement that the plan of merger was approved by the city and the county and amajority of each of the boards of commissioners of the authorities.
(e) A merger takeseffect upon the effective date of the articles of merger.
(f) Certificates ofmerger shall also be registered as provided in G.S. 47‑18.1.
(g) All of thefollowing shall occur upon an effective merger under this section:
(1) The separateexistence of the city hospital authority that merges into the charitable orreligious corporation or into the county hospital authority ceases.
(2) The title to allreal estate and other property owned by the hospital authority is vested in thesurviving charitable or religious corporation or in the surviving countyhospital authority without reversion or impairment subject to any and allconditions to which the property was subject prior to the merger.
(3) The survivingcharitable or religious corporation or the surviving county hospital authorityhas all liabilities and obligations of the city hospital authority and thecharitable or religious corporation or the county hospital authority party tothe merger.
(4) A proceeding pendingby or against the city hospital authority and the charitable or religiouscorporation or the county hospital authority party to the merger may becontinued as if the merger did not occur or the surviving charitable orreligious corporation or the surviving county hospital authority may besubstituted in the proceeding for the city hospital authority whose existenceceased.
(5) The articles orcertificate of incorporation and bylaws of the surviving charitable orreligious corporation or the surviving county hospital authority are amended tothe extent provided in the plan of merger.
(6) Any bequest, devise,gift, grant, or promise contained in a will or other instrument of donation,subscription, or conveyance that is made to a city hospital authority that hasmerged into a charitable or religious corporation or into a county hospitalauthority and that takes effect or remains payable after the merger, inures tothe surviving charitable or religious corporation or the surviving countyhospital authority unless the will or other instrument otherwise specificallyprovides.
(h) A merger pursuantto the provisions of this section will not be deemed to be a sale or conveyanceof a hospital facility under or pursuant to G.S. 131E‑8, 131E‑13,or 131E‑14 of the Municipal Hospital Act (Part 1, Article 2, Chapter 131Eof the General Statutes) and G.S. 131E‑13(d) will not be applicable tosuch merger. (2005‑449,ss. 1, 2.)