HB 1345 - AS AMENDED BY THE HOUSE
11Mar2020... 0898h
2020 SESSION
20-2536
01/04
HOUSE BILL 1345
AN ACT relative to the organization of alternative treatment centers.
SPONSORS: Rep. O'Brien, Hills. 36
COMMITTEE: Commerce and Consumer Affairs
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ANALYSIS
This bill permits alternative treatment centers to organize as business corporations and limited liability companies, and provides the procedure for alternative treatment centers organized as voluntary corporations to convert to business corporations or limited liability companies.
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Explanation: Matter added to current law appears in bold italics.
Matter removed from current law appears [in brackets and struckthrough.]
Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.
11Mar2020... 0898h 20-2536
01/04
STATE OF NEW HAMPSHIRE
In the Year of Our Lord Two Thousand Twenty
AN ACT relative to the organization of alternative treatment centers.
Be it Enacted by the Senate and House of Representatives in General Court convened:
1 Public Health; Use of Cannabis for Therapeutic Purposes; Definitions; Alternative Treatment Center. Amend RSA 126-X:1, I to read as follows:
I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates, manufactures, delivers, transfers, transports, sells, supplies, and dispenses cannabis, and related supplies and educational materials, to qualifying patients and alternative treatment centers.
2 Public Health; Use of Cannabis for Therapeutic Purposes; Departmental Administration; Application Form. Amend RSA 126-X:7, IV(a)(4) to read as follows:
(4) The name, address, and date of birth of each principal officer and board member of the alternative treatment center. The board of directors or board of managers, as applicable, for the [nonprofit] alternative treatment center shall include at least one physician, advance practice registered nurse, or pharmacist licensed to practice in New Hampshire and at least one patient qualified to register as a qualifying patient. The majority of board members or managers, as applicable, shall be New Hampshire residents. A medical professional listed in this subparagraph may be a member of the alternative treatment center board of directors or managers, as applicable, but shall not maintain an ownership interest in the center.
3 Public Health; Requirements for Alternative Treatment Centers. Amend RSA 126-X:8, I to read as follows:
I. An alternative treatment center [shall] may be operated on a for-profit or not-for-profit basis for the benefit of its patients. An alternative treatment center need not be recognized as a tax-exempt organization by the Internal Revenue Service.
4 New Paragraphs; Public Health; Use of Cannabis for Therapeutic Purposes; Alternative Treatment Centers; Requirements. Amend RSA 126-X:8 by inserting after paragraph XVIII the following new paragraphs:
XIX. Except as otherwise provided in this chapter, an alternative treatment center shall be subject to RSA 293-A if organized as a domestic business corporation, RSA 304-C if organized as a domestic limited liability company, and RSA 292 if organized as a voluntary corporation.
XX. An alternative treatment center organized as a voluntary corporation under RSA 292 may, on or before December 31, 2020, convert from a voluntary corporation under RSA 292 to either a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C in any of the following ways:
(a) By adopting a plan of entity conversion in accordance with RSA 293-A or RSA 304-C, as applicable, that includes a provision prohibiting the sale of memberships or shares to a foreign corporation for a period of 3 years, provided that each such conversion shall be authorized by a vote of 2/3 of the members of the board of directors at a meeting duly called for the purpose or by unanimous written consent.
(b) By adopting a plan of merger in accordance with RSA 293-A that includes a provision prohibiting the sale of memberships or shares to a foreign corporation for a period of 3 years, for which the domestic business corporation shall be the surviving entity, provided that, such merger shall be authorized by a vote of 2/3 of the members of the board of directors of the alternative treatment center at a meeting duly called for the purpose or by unanimous written consent.
(c) By adopting a plan of merger in accordance with RSA 304-C that includes a provision prohibiting the sale of memberships or shares to a foreign corporation for a period of 3 years, for which the domestic limited liability company shall be the surviving entity, provided that, such merger shall be authorized by a vote of 2/3 of the members of the board of directors at a meeting duly called for the purpose or by unanimous written consent.
XXI. Articles of entity conversion or articles of merger, as applicable, shall be signed and submitted to the secretary of state pursuant to RSA 293-A or RSA 304-C, as applicable, and the secretary of state shall approve all such filings submitted pursuant to this section.
XXII. The secretary of state shall certify such articles of entity conversion or articles of merger and shall provide them to the department. Upon receipt, the department shall update the existing licenses held by the converted or merged alternative treatment center.
XXIII. For the purposes of converting or merging an alternative treatment center pursuant to this section, notwithstanding any provision in the articles of agreement or alternative treatment center license applications to the contrary, the members of an alternative treatment center's board of directors may determine that a plan of entity conversion or merger is consistent with its corporate charter, and such voluntary corporation may surrender its articles of agreement in connection with the plan of entity conversion or merger.
XXIV.(a) Any alternative treatment center choosing to convert or merge pursuant to this section shall obtain an independent fair market valuation of its total assets as of June 30, 2020. The valuation of the total assets of such alternative treatment center, if positive, shall be distributed to one or more charitable organizations solely for charitable purposes. The director of charitable trusts shall receive a copy of the valuation and may file any objection relating thereto with the court within 60 days. Except as set forth in this section and notwithstanding any other law to the contrary, no portion of the assets of such alternative treatment center after the conversion or merger, as applicable, shall be deemed to be charitable assets.
(b) Any alternative treatment center choosing to convert or merge pursuant to this section shall submit a copy the plan of conversion or merger to the director of charitable trusts. The director may file an objection relating to the plan with the court within 60 days.
(c) Any alternative treatment center that has converted or merged pursuant to this section shall on December 31, 2020 and thereafter for 2 years file a letter with the director of charitable trusts certifying compliance with the requirements of RSA 128-X:8, XX.
5 Voluntary Corporations; Powers of Corporations; Change of Name; Amending Articles; Conversion and Merger. Amend RSA 292:7 to read as follows:
292:7 Change of Name; Amending Articles.
I. Any corporation now or hereafter organized or registered in accordance with the provisions of this chapter, and any existing corporation which may have been so organized or registered, may change its name, increase or decrease its capital stock or membership certificates, merge with or acquire any other corporation formed pursuant to this chapter, or amend its articles of agreement, by a majority vote of such corporation's board of directors or trustees, at a meeting duly called for that purpose, and by recording a certified copy of such vote in the office of the secretary of state and in the office of the clerk of the town or city in this state which is its principal place of business. In the case of a foreign nonprofit corporation registered in New Hampshire, a copy of the amendment or plan of merger, certified by the proper officer of the state of incorporation, shall be filed with the secretary of state, together with the fee provided in RSA 292:5. The surviving corporation in a merger shall continue to have all the authority and powers vested in the merging corporations, including any powers previously conferred upon them by the legislature.
II. An alternative treatment center registered pursuant to RSA 126-X and organized under this chapter may, pursuant to RSA 126-X:8, XX, convert to either a domestic corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C, and may merge with a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C.
6 New Paragraph; Business Corporations; Conversion; Entity Conversion Authorized. Amend RSA 293-A:9.50 by inserting after paragraph (f) the following new paragraph:
(g) Alternative treatment centers registered pursuant to RSA 126-X and organized pursuant to RSA 292 may become a domestic corporation pursuant to a plan of conversion in accordance RSA 126-X:8, XX and this subdivision. The alternative treatment center shall be deemed to be a domestic unincorporated entity for purposes of applying RSA 293-A:9.50 through RSA 293-A:9.56, except that approval of the conversion shall be as outlined in RSA 126-X:8, XX.
7 Limited Liability Companies; Statutory Conversion; Statutory Conversions of Other Business Entities. Amend RSA 304-C:149, I to read as follows:
I. Any other business entity, including alternative treatment centers pursuant to RSA 126-X:8, XX, may make a statutory conversion of its business organization form to the limited liability company business organization form under this act by complying with the requirements of this section and with applicable law governing the other business entity. Approval of a conversion of an alternative treatment center pursuant to this paragraph shall be as outlined in RSA 126-X:8, XX.
8 New Paragraph; Limited Liability Companies; Statutory Conversion; Approvals of Statutory Conversion. Amend RSA 304-C:149 by inserting after paragraph VIII the following new paragraph:
IX. In the case of the conversion of an alternative treatment center registered under RSA 126-X and organized pursuant to RSA 292, such conversion shall be approved by the board of directors in accordance with RSA 126-X:8, XX.
9 Effective Date. This act shall take effect upon its passage.
| Date | Body | Type |
|---|---|---|
| Feb. 12, 2020 | House | Hearing |
| March 3, 2020 | House | Exec Session |
| House | Floor Vote | |
| March 11, 2020 | House | Floor Vote |
June 16, 2020: No Pending Motion; 06/16/2020 SJ 8
June 16, 2020: Introduced 06/16/2020, and Laid on Table, MA, VV; 06/16/2020; SJ 8
March 11, 2020: Ought to Pass with Amendment 2020-0898h: MA VV 03/11/2020 HJ 7 P. 111
March 11, 2020: Amendment # 2020-0898h: AA VV 03/11/2020 HJ 7 P. 111
March 11, 2020: Committee Report: Ought to Pass with Amendment # 2020-0898h for 03/11/2020 (Vote 11-9; RC) HC 10 P. 37
: Committee Report: Ought to Pass with Amendment # 2020-0898h (Vote 11-9; RC)
March 3, 2020: Executive Session: 03/03/2020 10:30 am LOB 302
Feb. 24, 2020: Subcommittee Work Session: 02/24/2020 09:00 am LOB 302
Feb. 12, 2020: Public Hearing: 02/12/2020 09:30 am LOB 302
Jan. 8, 2020: Introduced 01/08/2020 and referred to Commerce and Consumer Affairs HJ 1 P. 18