HBA-NRS, CCH C.S.H.B. 393 77(R)BILL ANALYSIS Office of House Bill AnalysisC.S.H.B. 393 By: Maxey Public Health 4/30/2001 Committee Report (Substituted) BACKGROUND AND PURPOSE Many nonprofit hospitals, health maintenance organizations, and health insurers, are converting to for-profit or mutual corporations or transferring to another nonprofit. Under the common law, a nonprofit health care organization is obligated to dedicate its assets to a nonprofit organization that is dedicated to similar purposes. However, without careful monitoring, such newly converted organizations may seek to hold on to the nonprofit's public assets and devote them to serving the corporation's stockholders. The attorney general is responsible for protecting charitable trusts, gifts, and entities and for ensuring that nonprofits are used for their dedicated purpose and not for individual gain. However, nonprofit organizations are not currently required to inform the attorney general when considering whether to sell or change their nonprofit status. C.S.H.B. 393 establishes provisions so that charitable assets continue to serve the public's health care needs, especially the needs of uninsured or underinsured individuals. RULEMAKING AUTHORITY It is the opinion of the Office of House Bill Analysis that this bill does not expressly delegate any additional rulemaking authority to a state officer, department, agency, or institution. ANALYSIS C.S.H.B. 393 sets forth the Charitable Health Care Trust Act (Act) to guide transfers, leases, exchanges, conversions, restructurings, or sales of a nonprofit health care provider (nonprofit) to another nonprofit, a for-profit entity, or a mutual plan provider and the closing or the dissolving of a facility operated by the nonprofit. The Act sets forth applicability standards based on the type of agreement, whether previous agreements or transactions are involved, and the fair market value of the assets or gross revenues of the nonprofit (SECTION 4). The fair market value is determined by an independent assessor paid for by the nonprofit at the time the agreement or transaction takes effect (SECTIONS 4 and 5). The bill provides that the charitable health care assets resulting from an agreement or transaction must be irrevocably dedicated to a charitable health care purpose and distributed to an existing or newly created charitable health care organization that will operate in the service area of the nonprofit and that is designed to receive the distributions (SECTION 5). The bill requires a nonprofit that enters into an agreement or transaction to establish the fair market value of the assets of the nonprofit and request an appraisal from the chief appraiser or appraisers of the appraisal district or districts in which the nonprofit's property is located. The bill provides that a nonprofit provider that enters into an agreement or transaction with another nonprofit provider is not required to request an appraisal from the chief appraiser or appraiser of the appraisal district or districts in which the nonprofit's property is located (SECTION 5). In the transaction, the nonprofit is prohibited from placing unreasonable requirements on the sale or transfer of stock that adversely affects the value of the stock (SECTION 5). The bill requires the nonprofit to: _notify the attorney general with a written disclosure of the agreement (SECTION 6); _publish a public notice of the transaction; _publish the time and place of at least one public meeting for the public to make written comments; and _notify the commissioners court in each county in the publication area of the nonprofit of the request for written comment (SECTION 8). The bill provides that the notice and related information submitted to the attorney general are public information (SECTION 6). The bill sets forth the content the notification must include (SECTION 7). The bill sets forth the attorney general's powers of enforcement, including the imposition of a civil penalty not to exceed $10,000 for each day of a continuing violation for organizations that fail to comply with the Act (SECTION 9). EFFECTIVE DATE September 1, 2001. COMPARISON OF ORIGINAL TO SUBSTITUTE C.S.H.B. 393 modifies the original by applying the provisions of the bill to the transfer, lease, exchange, restructure, or sale of a nonprofit healthcare provider (nonprofit) to another nonprofit and the closing of a facility or the dissolving of a nonprofit (SECTION 4). The substitute removes provisions relating to ensuring that an agreement or transaction between a nonprofit and another organization is in the public interest, and the requirement that a nonprofit use due diligence when entering into an agreement or transaction. The substitute modifies what is required of a nonprofit entering into an agreement or transaction (SECTION 5). The substitute removes provisions relating to the requirements and duties of a designated charitable health care organization which receives the assets of the nonprofit. The substitute modifies the contents of the notice to the attorney general, the publication of the notice, and provisions related to the public meeting (SECTIONS 6-8). The substitute removes the provision that the attorney general must be provided with the assessor's report The bill modifies provisions setting forth what constitutes the nonprofit's publication area (SECTION 7). The substitute removes provisions setting forth penalties under licensing laws for a violation of the bill.