§ 27-66-15 - Distribution of proceeds from acquisition – Selection and establishment of an independent foundation.
SECTION 27-66-15
§ 27-66-15 Distribution of proceeds fromacquisition – Selection and establishment of an independent foundation.– (a) In the event of the approval of a conversion involving a not for profitcorporation, as an acquiree, it may be required that the proceeds from the saleand any endowments, restricted, unrestricted and specific purpose funds may betransferred to a charitable foundation established in this section.
(b) The determination whether the proceeds of the conversionshall be transferred to the foundation established in this section shall bemade pursuant to the common law doctrine of cy pres and chapter 4 of title 18.
(c) The board of directors shall consist of an executivedirector, who shall serve ex-officio, and nine (9) members, all of whom shallbe citizens and residents of this state and none of whom shall be members ofthe general assembly, and three (3) of whom shall be appointed by the governor,three (3) of whom shall be appointed by the speaker of the house and three (3)of whom shall be appointed by the president of the senate. The board membersmay include one or more members with experience in matters including financial,legal, business, labor, health care delivery, investments, community purpose,grant-making, health insurance and members who represent diverse populations ofthe affected community and not more than three (3) members of the board may beprior board members of the acquiree.
(d) The members shall be appointed for terms of three (3)years except for the three (3) members originally appointed by each of theappointing authorities; one shall be appointed for a term of one year, oneshall be appointed for a term of two (2) years and one for a term of three (3)years. The board shall annually elect a chairperson from among its members andother officers it deems necessary for the performance of its duties and boardmembers shall not receive compensation.
(e) Control of the distribution of the proceeds of the fundis vested solely in the board provided, the investment responsibility shall bethrough the "Rhode Island Foundation", or similar foundation.
(f) Vacancies occurring on the board may be filled by amajority vote of the remaining board members.