HOUSE BILL No. 4580


     April 8, 1997, Introduced by Rep. Profit and referred to the Committee on Commerce.


        A bill to amend 1982 PA 162, entitled

   "Nonprofit corporation act,"

   (MCL 450.2101 to 450.3192) by adding section 301a.

               THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

 1         SEC. 301A.  (1) A CORPORATION SHALL COMPLY WITH ALL OF THE

 2    FOLLOWING BEFORE SELLING, CONVEYING, OR DISTRIBUTING A SIGNIFI-

 3    CANT CORPORATE ASSET:

 4         (A) PUBLIC NOTICE OF A PROPOSED SALE, CONVEYANCE, OR DISTRI-

 5    BUTION OF A SIGNIFICANT CORPORATE ASSET AND OF ALL MEETINGS AT

 6    WHICH A PROPOSED SALE, CONVEYANCE, OR DISTRIBUTION OF A SIGNIFI-

 7    CANT CORPORATE ASSET WILL BE DISCUSSED SHALL BE PROVIDED PURSUANT

 8    TO THE OPEN MEETINGS ACT, 1976 PA 267, MCL 15.261 TO 15.275.

 9         (B) A MEETING AT WHICH A PROPOSED SALE, CONVEYANCE, OR

10    DISTRIBUTION OF A SIGNIFICANT CORPORATE ASSET WILL BE DISCUSSED




   02015'97                                                 FDD
                                              2

 1    SHALL BE CONDUCTED PURSUANT TO THE OPEN MEETINGS ACT, 1976 PA

 2    267, MCL 15.261 TO 15.275.

 3         (C) ALL DOCUMENTS RELATING TO A PROPOSED SALE, CONVEYANCE,

 4    OR DISTRIBUTION OF A SIGNIFICANT CORPORATE ASSET SHALL BE MADE

 5    AVAILABLE TO THE PUBLIC PURSUANT TO THE FREEDOM OF INFORMATION

 6    ACT, 1976 PA 442, MCL 15.231 TO 15.246.

 7         (2) A DIRECTOR OF A CORPORATION THAT SELLS, CONVEYS, OR DIS-

 8    TRIBUTES A SIGNIFICANT CORPORATE ASSET SHALL NOT DO ANY OF THE

 9    FOLLOWING:

10         (A) ACCEPT EMPLOYMENT WITH THE PERSON OR ANY ASSOCIATE OR

11    AFFILIATE OF THE PERSON THAT PURCHASED OR RECEIVED THE SIGNIFI-

12    CANT CORPORATE ASSET WITHIN 3 YEARS AFTER THE SALE, CONVEYANCE,

13    OR DISTRIBUTION.

14         (B) PERSONALLY PROFIT FROM THE SALE, CONVEYANCE, OR

15    DISTRIBUTION.

16         (C) BECOME A DIRECTOR OF ANY CORPORATION OR CHARITABLE FOUN-

17    DATION ESTABLISHED TO ADMINISTER THE PROCEEDS OF THE SALE, CON-

18    VEYANCE, OR DISTRIBUTION.

19         (3) A DIRECTOR WHO VIOLATES SUBSECTION (2) IS GUILTY OF A

20    FELONY PUNISHABLE BY IMPRISONMENT FOR NOT MORE THAN 5 YEARS OR A

21    FINE OF NOT MORE THAN $10,000.00, OR BOTH.

22         (4) A CORPORATION SHALL PAY 50% OF THE NET PROCEEDS FROM THE

23    SALE, DISTRIBUTION, OR CONVEYANCE OF A SIGNIFICANT CORPORATE

24    ASSET TO THE STATE TREASURER FOR DEPOSIT INTO THE GENERAL FUND AS

25    A REFUND OF PREVIOUSLY RECEIVED TAX EXEMPTIONS OR STATE AID.

26         (5) AS USED IN THIS SECTION, "SIGNIFICANT CORPORATE ASSET"

27    MEANS ANY ASSET OF A CORPORATION WITH A FAIR MARKET VALUE OF MORE



   02015'97
                                   3

 1    THAN 25% OF THE AGGREGATE VALUE OF THAT CORPORATION.  A

 2    SIGNIFICANT CORPORATE ASSET INCLUDES, BUT IS NOT LIMITED TO, THE

 3    FOLLOWING:

 4         (A) REAL PROPERTY.

 5         (B) TANGIBLE PERSONAL PROPERTY.

 6         (C) INTANGIBLE PERSONAL PROPERTY.

 7         (D) INTELLECTUAL PROPERTY.










































   02015'97          Final page.                            FDD