STAND. COM. REP. 2227
Honolulu, Hawaii
, 2004
RE: S.B. No. 2838
S.D. 1
Honorable Robert Bunda
President of the Senate
Twenty-Second State Legislature
Regular Session of 2004
State of Hawaii
Sir:
Your Committee on Commerce, Consumer Protection and Housing, to which was referred S.B. No. 2838 entitled:
"A BILL FOR AN ACT RELATING TO PUBLIC BENEFIT CORPORATIONS,"
begs leave to report as follows:
The purpose of this measure is to provide the Attorney General with oversight authority over public benefit corporations.
The State Attorney General testified in support of this measure.
In 2001, Hawaii adopted the Revised Model Nonprofit Corporation Act (Model Act), but the Model Act's provisions relating to oversight of nonprofit corporations organized for charitable or educational purposes, also known as "public benefit corporations", were not included. This measure adopts those provisions, providing the Attorney General with statutory authority to supervise and, where necessary, enforce the law against the approximately 3,500 public benefit corporations organized in Hawaii.
Among other things, this measure:
(1) Requires notice to the Attorney General of judicial proceedings, mergers, intent to dissolve, and the sale of substantially all of a public benefit corporation's assets;
(2) Establishes requirements for a merger of public benefit corporations;
(3) Allows the Attorney General to challenge a public benefit corporation's power to act in a proceeding brought against a director, office, or employee;
(4) Allows the Attorney General to seek the removal of a corporate director for breach of fiduciary duty, fraud, gross abuse of authority, and on other grounds; and
(5) Establishes guidelines for the post-dissolution distribution of a public benefit corporation's assets in the absence of requirements in the corporation's articles or bylaws.
Your Committee finds that this measure will provide the Attorney General with the necessary authority and tools to ensure that the charitable assets of public benefit corporations are being appropriately used and applied.
Your Committee has amended this measure to:
(1) Include a Model Act provision that allows the approval of a transaction in which a director has a conflict of interest if the transaction is approved by the Attorney General prior to or after its consummation; and
(2) Reflect preferred drafting style.
As affirmed by the record of votes of the members of your Committee on Commerce, Consumer Protection and Housing that is attached to this report, your Committee is in accord with the intent and purpose of S.B. No. 2838, as amended herein, and recommends that it pass Second Reading in the form attached hereto as S.B. No. 2838, S.D. 1, and be referred to the Committee on Judiciary and Hawaiian Affairs.
Respectfully submitted on behalf of the members of the Committee on Commerce, Consumer Protection and Housing,
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____________________________ RON MENOR, Chair |
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