2011/01/24 RESOLUTION TO IMPLEMENT THAT CERTAIN MEMORANDUM OF UNDERSTANDING RELATING TO A NONPROFIT HEALTHCARE SYS FOR HARNETT CTYRESOLUTIONS
OF THE
BOARD OF COMMISSIONERS
OF HARNETT COUNTY NORTH CAROLINA
The undersigned hereby certifies that the following resolutions were adopted by the
Board of Commissioners of Harnett County, North Carolina (`Board of Commissioners ") in a
meeting duly convened and with a quorum present on January A, 2011.
WHEREAS, on January 10, 2011, at a duly called meeting of the Board of
Commissioners, the Board of Commissioners adopted certain resolutions ( "January 10, 2011
Resolutions ") to implement that certain Memorandum of Understanding Relating to a Nonprofit
Healthcare System for Harnett County dated August 10, 2005 ( "MOU");
WHEREAS, in furtherance of the terms and conditions of the MOU, the January 10,
2011 Resolutions adopted by the Board of Commissioners included adoption of the terms and
conditions of an Agreement and Plan of Merger, which Agreement and Plan of Merger includes
Amendments to the Amended and Restated Articles of Incorporation of Harnett Health System,
Inc., as amended ( "Amended Articles of Incorporation ");
WHEREAS, the terms of the Amended Articles of Incorporation have been revised by
Harnett Health System, Inc. ( "Revised Amended Articles of Incorporation ") since the adoption
of the January 10, 2011 Resolutions; and
WHEREAS, the Board of Commissioners deems it advisable and in the best interests of
Harnett County to adopt the Revised Amended Articles of Incorporation substantially in the form
attached hereto as Exhibit A.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Commissioners hereby
authorizes and adopts the Revised Amended Articles of Incorporation and directs the County
Clerk to delete the Amended Articles of Incorporation adopted as part of the January 10, 2011
Resolutions and to substitute therefore the Revised Amended Articles of Incorporation hereby
adopted.
RESOLVED FURTHER, that all actions taken on or prior to the date hereof by any
member of the Board of Commissioners or the County Manager in connection with the foregoing
and the transactions contemplated thereby are adopted, approved, and ratified in all respects as
the actions of the County effective as of the date such actions were taken.
RESOLVED FURTHER, that the County Manager be, and hereby is, authorized and
empowered, for and on behalf of Harnett County, to execute and deliver all such additional
documents and to take all such additional actions as he determines to be appropriate or necessary
in connection with the foregoing resolutions and the transactions contemplated thereby, the
appropriateness or necessity thereof to be conclusively evidenced by the execution and delivery
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of such documents or the taking of such actions; and the County Manager be, and hereby is,
authorized and directed to execute on behalf of the County, any and all documents that are
deemed necessary or desirable to carry out the purposes of the foregoing resolutions.
RESOLVED FURTHER, that the foregoing resolutions be adopted and shall be filed
with the records of the County.
The undersigned hereby certifies the foregoing to be a true, correct and complete copy of
the Resolutions adopted by the Board of Commissioners on January al, 2011.
This, the 4 1 day of January, 2011.
`',C'OMM;S"
� ,
ATTEST: oF..• p'
Tim B. McNeill
Clerk
Chairman ofthe Board of Commissioners
,ail i ",,,,,.;.
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EXMBIT A
Amendments to the Amended and Restated Articles of Incorporation
of Harnett Health System, Inc., as amended
A. Article 3 of the Amended and Restated Articles of Incorporation of Harnett
Health System, Inc., as amended (the "Articles "), is hereby amended by deleting the
present text thereof in its entirety and substituting in its place the following:
"3. The purposes for which the corporation is organized are:
(a) To provide comprehensive, quality patient care, to facilitate the
educational process in medicine in allied health, to provide equitable health care services
to the total community served and to add and expand facilities and services so as to
optimize access to health care for the residents of the community served;
(b) To own, maintain and operate one or more institutions for the
examination, diagnosis or treatment of patients or applicants, under the direction and
supervision of skilled physicians and surgeons, said institution or institutions to be named
appropriately by the Board of Trustees (each member of the Board of Trustees, a
"Trustee ", and collectively, the "Board of Trustees') of the corporation;
(c) To provide an adequate nursing service for the patients of the institution or
institutions, either with or without a school for the training of professional nurses;
(d) To operate one or more institutions as branches of a single hospital which
shall together be operated and maintained as a community general hospital, as such term
is defined in Section 131E -6 of the General Statutes of North Carolina, providing the
same or similar services as are provided by like community general hospitals in the State
of North Carolina;
(e) To appoint a single medical staff operating under a single medical
provider number and with clinical privileges specific for each institution as may be
deemed appropriate or desirable, composed of such physicians and surgeons as, in the
judgment of the Board of Trustees, are properly qualified to conduct the professional
work of the institution or institutions, and to promulgate rules governing the conduct of
all physicians, and surgeons who are permitted to practice in the institution or institutions;
(f) To act exclusively for religious, charitable, educational and scientific
purposes as set forth in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (or the corresponding provision of any future United States Internal Revenue
Law) and to provide care to all persons, without regard to ability to pay;
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(g) Except as hereinbefore provided or limited, the corporation, in addition to
the powers granted nonprofit corporations under the laws of the State of North Carolina,
shall have full power and authority to receive gifts, devises and bequests of real, personal
and mixed property; to purchase, lease, and otherwise acquire and hold, and to mortgage,
convey, and otherwise dispose and contract to dispose of all kinds of property, real,
personal and mixed, both in the State of North Carolina and in all other States, territories
and dependencies of the United States; to borrow and to lend money and to negotiate
loans; to draw, accept, endorse, discount, buy, sell, issue and deliver bills of exchange,
promissory notes, bonds, coupons, or other negotiable instruments and securities; and
generally to do any and all acts which may be deemed necessary or expedient for the
proper and successful prosecution of the purposes hereinbefore set forth; and
(h) To exercise any power which may be exercised and to carry on any lawful
activity which may be carried on by a nonprofit corporation under Chapter 55A of the
General Statutes of North Carolina.
The corporation is, a charitable or religious corporation within the meaning of Section
55A -1-40 of Chapter 55A of the General Statutes of North Carolina Notwithstanding
any other provision of these articles of incorporation, the purposes for which the
corporation are organized are exclusively religious, charitable, educational and scientific
within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (or the corresponding provision of any future United States Internal Revenue
Law)"
B. Article 4 of the Articles is hereby amended by deleting the present text
thereof in its entirety and substituting in its place the following:
"4. The corporation shall not have. members."
C. Article 7 of the Articles is hereby amended by deleting the present text
thereof in its entirety and substituting in its place the following:
"7. The corporation shall be managed by the Board of Trustees. The number,
manner, election or appointment and qualification and the term of Trustees shall be as set
forth in the bylaws of the corporation and as set forth herein below:
The Board of Trustees shall have thirteen (13) members, with seven (7)
members being appointed (the "Appointed Members ") by the Harnett
County Board of Commissioners (the "County") from nominees submitted
by the Board of Trustees. The Appointed Members shall include one (1)
person from each of the five (5) County Commissioner Districts, and the
remaining two (2) Appointed Members shall be residents of Harnett
County. The County may reject any or all of the nominees that are
submitted by the Board of Trustees and require the Board of Trustees to
submit additional nominees. Six (6) members of the Board of Trustees
(the "Elected Members ") shall be elected by the Board of Trustees which
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is subject to change per the terms and conditions of the Memorandum of
Understanding Relating to a Nonprofit Health Care System for Harnett
County, dated August 10, 2005 by and between Harnett County, North
Carolina, the City of Dunn, North Carolina, the corporation, Betsy
Johnson Hospital Authority and WakeMed. Trustees shall be appointed for
three (3) year terms, with the terms of the initial Trustees to be staggered."
D. Article 8 of the Articles is hereby amended by deleting the present text
thereof in its entirety and substituting in its place the following:
"8. No part of the net earnings of the corporation shall inure to the benefit of, or be
distributable to its officers, Trustees or other private individuals, except that the
corporation shall be authorized and empowered to pay reasonable compensation for
services rendered, to make payments and distributions in furtherance of the purposes set
forth in Article 3 above and to reimburse reasonable expenses properly incurred on behalf
of the corporation. No substantial part of the activities of the corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation, and the
corporation shall not participate in, or otherwise attempt to intervene in (including the
publishing or distribution of statements) any political campaign on behalf of any
candidate for public office. Notwithstanding any other provision of these articles of
incorporation, the corporation shall not carry on any activities not permitted to.be carried
on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (or the corresponding provision of any
future United States Internal Revenue Law) or (b) by a nonprofit corporation formed
under Chapter 55A of the General Statutes of North Carolina."
E. Article 9 of the Articles is hereby amended by deleting the present text
thereof in its entirety and substituting in its place the following:
119. Upon the dissolution of the Corporation, the Board of Trustees shall, after paying
or making provision for the payment of all liabilities of the Corporation, distribute the
assets of the Corporation to Harnett County, North Carolina. In the event Harnett
County, North Carolina is not able or refuses to accept the assets of the Corporation, the
assets shall be distributed to one or more of the following as determined by the Board of
Trustees: the United States, a state or a political subdivision of a state. Any such assets
not so disposed of shall be disposed of by the Superior Court of the county in which the
principal office of the Corporation is then located, exclusively for public, charitable,
educational, religious or scientific purposes."
F. The Articles are hereby further amended by adding the following new
Article 10 at the end thereof-
"10. To the fullest extent permitted by the North Carolina Nonprofit Corporation Act,
and the North Carolina Business Corporation Act to the extent that it is applicable, and as
it exists or may hereafter be amended, no person who is serving or who has served as a
Trustee of the corporation shall be personally liable to the corporation for monetary
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damages for breach of duty as a Trustee. No amendment or repeal of this article, nor the
adoption of any provision to these articles of incorporation inconsistent with this article,
shall eliminate or reduce the protection granted herein with respect to any matter that
occurred prior to such amendment, repeal or adoption."
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