State of the Nonprofit Regulatory Environment in MASSACHUSETTS

MA Code § 8e

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No - Massachusetts General Laws Ch. 12 §§ 8e and 8f, Ch.68 §§ 18 to 35

MA Code § 18

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 18. No member of such corporation shall be expelled by vote of less than a majority of all the members thereof, nor by vote of less than three quarters of the members present and voting upon such expulsion. Every member of such corporation and every person who has an interest in its funds shall be entitled to examine its books and records.

NOTES: No - Massachusetts General Laws Ch. 12 §§ 8e and 8f, Ch.68 §§ 18 to 35

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: Massachusetts Office of the Attorney General http://www.mass.gov/ago/doing-business-in-massachusetts/public-charities-or-not-for-profits/registering-a-public-charity/

MA Code § 8A(c)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: M.G.L.A. 180 § 8A(c)

MA Code § 8A(d)(1)

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Nonprofit Hospitals must give notice to Commissioner of Public Health- M.G.L.A. 180 § 8A(d)(1)

REPORTS-MERGER-AG

REGULATORY BODY: Attorney General

NOTES: No

MA Code § 10(d)

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File with Sec. of State M.G.L.A. 180 § 10(d)

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

MA Code § 7

REGULATORY BODY: Other

STATUTE TEXT: Section 7. A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, the holders of two-thirds of its capital stock entitled to vote thereon at a meeting duly called for the purpose, with notice given as provided in section six B, any amendment of its articles of organization, including a change of its purposes or name, or a restatement of its articles of organization which restatement may affect any permitted amendment; provided, however, that any provision added to or change made in its articles of organization by such amendment could have been included in, and any provision deleted thereby could have been omitted from, original articles of organization filed at the time of such meeting; and provided also, that no articles of amendment or restated articles of organization shall be approved and filed by the state secretary (i) if as a result thereof the name of a corporation subject to section twenty-six would be changed, until after approval of such change by the state secretary, or (ii) if the purposes of any corporation are to be amended to include purposes which are such that the articles of organization of a corporation newly organized under this chapter for such purposes must be approved by any department or officer of this commonwealth as a condition of organization under this chapter, until after approval of the articles of amendment or the restated articles of organization by such department or officer. Articles of amendment shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-two of chapter one hundred and fifty-six B, and restated articles of organization shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-four of said chapter one hundred and fifty-six B.

NOTES: File with Secretary of State M.G.L.A. 180 § 7

REPORTS-FINANC-NS

REGULATORY BODY: Not Specific

NOTES: Yes, charities that raise over $200k must file both 990 and an additional financial statement

MA Code § 11A(c)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: Charitable Corporation - M.G.L.A. 180 § 11A(c)

MA Code § 11

REGULATORY BODY: Other

STATUTE TEXT: Section 11. A corporation which does not constitute a public charity and which desires to close its affairs may, unless otherwise provided in its articles of organization, by the vote of a majority of its members legally qualified to vote in meetings of the corporation, authorize a petition for its dissolution to be filed in the supreme judicial or superior court setting forth in substance the grounds of the application; and after such notice as the court may order and after hearing, the court may decree a dissolution of the corporation. Upon any dissolution in accordance with this chapter, the existence of the corporation shall cease, subject to applicable provisions of law for continuation to close its affairs, for the appointment of receivers and for revival. Upon dissolution of a corporation in accordance with this chapter, the clerk of the court in which the decree therefor is entered shall forthwith make return thereof to the state secretary giving the name of the corporation and the date upon which such decree was entered. The state secretary shall thereupon notify the person shown by his records to have last served as clerk of the corporation of the entry of such decree and the date thereof.

NOTES: Noncharitable Corporation, by order of the Court - M.G.L.A. 180 § 11; Charitable Corporation with remaining assets to be filed with Supreme Judicial Court - M.G.L.A. 180 § 11A(d)

MA Code § 11A(d)

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Noncharitable Corporation, by order of the Court - M.G.L.A. 180 § 11; Charitable Corporation with remaining assets to be filed with Supreme Judicial Court - M.G.L.A. 180 § 11A(d)

MA Code § 11B

REGULATORY BODY: Attorney General

STATUTE TEXT: Section 11B. If any charitable corporation described in section eleven A fails to comply for two consecutive years with the provisions of section eight F of chapter twelve requiring the filing of annual financial reports with the office of the attorney general, or if the attorney general is satisfied that such corporation has become inactive and that its dissolution would be in the public interest, the attorney general may petition the supreme judicial court for the dissolution of such corporation, requesting the court to authorize the administration of its funds for such similar public charitable purposes as the court may determine, and the court, after notice by mail or otherwise as it may order, may dissolve such corporation. The attorney general may include as many corporations in a single application as he deems fit, and the court may include in its decree any or all of said corporations. The clerk of the supreme judicial court shall submit to the commissioner of revenue a list of corporations so dissolved.

NOTES: M.G.L.A. 180 § 11B

DISSOLV-JUDICI-OT

REGULATORY BODY: Other

NOTES: No

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

DISSOLV-ADMINI-OT

REGULATORY BODY: Other

MA Code § 8A

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 8A. (a) A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, by the holders of two-thirds of its capital stock entitled to vote thereon, at a meeting duly called for the purpose, with notice given as provided in section six B, the sale, lease, exchange or other disposition of all or substantially all of its property and assets upon such terms and conditions as it deems expedient, except that no such vote shall be required if such transaction does not involve or will not result in a material change in the nature of the activities conducted by the corporation. (b) The authorization by members of the mortgage or pledge of, or granting of a security interest in, property or assets of a corporation shall not be necessary except to the extent that the corporation’s articles of organization or by-laws provide otherwise. (c) A corporation constituting a public charity shall give written notice to the attorney general not less than thirty days before making any sale, lease, exchange, or other disposition not referred to in subsection (b) of all or substantially all of its property and assets if that sale, lease, exchange or other disposition involves or will result in a material change in the nature of the activities conducted by the corporation, except that no such notice shall be required if a written waiver of such notice is executed by the attorney general before or after such sale, lease, exchange or other disposition. A certificate signed by an officer of the corporation which states that notice was not required, that notice was given, or that notice was waived by the attorney general, with respect to any sale, lease, exchange or other disposition of property by the corporation shall be conclusive in favor of any purchaser, lessee, transferee or other person relying thereon for purposes of determining compliance with the provisions of this subsection. (d)(1) A nonprofit acute-care hospital, as defined in section 25B of chapter 111, or a nonprofit health maintenance organization as defined in chapter 176G shall give written notice of not less than 90 days to the attorney general and to the commissioner of public health if such notice concerns a nonprofit health maintenance organization, before it enters into a sale, lease, exchange, or other disposition of a substantial amount of its assets or operations with a person or entity other than a public charity. No such notice shall be required if a written waiver of such notice is executed by the attorney general. When investigating the proposed transaction, the attorney general shall consider any factors that the attorney general deems relevant, including, but not limited to, whether: (i) the proposed transaction complies with applicable general nonprofit and charities law; (ii) due care was followed by the nonprofit entity; (iii) conflict of interest was avoided by the nonprofit entity at all phases of decision making; (iv) fair value will be received for the nonprofit assets; and (v) the proposed transaction is in the public interest. (2) The attorney general shall assess the entity proposing to receive such assets or operations for reasonable costs related to, and shall expend such amounts for the review of the proposed transaction, as determined by the attorney general to be necessary. Such reasonable costs may include expert review of the transaction, a process for educating the public about the transaction and obtaining public input, and administrative costs. All materials filed by the parties in the course of the attorney general’s review shall be made available for public inspection pursuant to section 10 of chapter 66 and section 7 of chapter 4. (3) The attorney general shall, during the course of his investigation, hold at least one public hearing, in a location convenient to the population served by the nonprofit entity, at which any person may file written comments and exhibits or appear and make a statement. At least 21 days in advance of the public hearing, the nonprofit entity shall publish notice of the hearing in a newspaper of general circulation where the entity is located. The notice shall include the name of the nonprofit entity, the name of the acquirer, or other parties to the proposed transaction, the nature of the proposed transaction and the anticipated consideration that will be paid by the acquirer. In addition, the notice shall offer to provide to any person upon request to the nonprofit entity a detailed summary of the proposed transaction and copies of all transaction and collateral agreements. As defined in section 7 of chapter 4, compliance with this notice requirement will not require disclosure of confidential trade secret, commercial or financial information contained in schedules or exhibits of those agreements. (4) If a charitable fund results from the transaction, and if the nonprofit entity making the disposition does not continue its operation of a nonprofit hospital or nonprofit health maintenance organization, the governance of the charitable fund shall be subject to review by the attorney general and approval by the court. The governance of the charitable fund shall be broadly based in the community historically served by the predecessor nonprofit acute care hospital or health maintenance organization and shall be independent of the new for-profit entity. The attorney general shall conduct a public hearing in connection with his review of the plan for the governance of the resulting charitable fund. An appropriate portion of any resulting proceeds shall, if determined to be necessary by the attorney general, be used for assistance in the development of a community-based plan for the use of the resulting charitable fund. (5) The entity receiving such assets or operations shall, if determined to be necessary by the attorney general in consultation with the department of public health, provide the funds, in an amount determined by the commissioner of public health, for the hiring by the department of public health of an independent health care access monitor to monitor and report quarterly to the attorney general, the department of public health and the committee on health care on community health care access by the entity, including levels of free care provided by the entity. The funding shall be provided for three years after the transaction. The entity receiving such assets or operations shall provide the monitor with appropriate access to the entity’s records in order to enable the monitor to fulfill this function. To prevent the duplication of any information already reported by the entity, the monitor shall, to the extent possible, utilize data already provided by the entity to the center for health information and analysis under chapter 12C or to any other agency. No personal identifiers shall be attached to any of the records obtained by the monitor and all such records shall be subject to the privacy and confidentiality provisions of section 70E of chapter 111. (6) No officer, director, incorporator, member, employee, staff, physician, expert or advisor of the nonprofit entity making the disposition shall derive improper benefit from the transaction. The officers, directors, incorporators, members, senior managers, staff, physicians, experts and advisors of the nonprofit entity making the disposition shall be prohibited from investing in the for-profit entity for a period of three years following such disposition.

NOTES: Mass. Gen. Laws Ann. ch. 180, § 8A

MA Code § 8A

REGULATORY BODY: Attorney General

STATUTE TEXT: Section 8A. (a) A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, by the holders of two-thirds of its capital stock entitled to vote thereon, at a meeting duly called for the purpose, with notice given as provided in section six B, the sale, lease, exchange or other disposition of all or substantially all of its property and assets upon such terms and conditions as it deems expedient, except that no such vote shall be required if such transaction does not involve or will not result in a material change in the nature of the activities conducted by the corporation. (b) The authorization by members of the mortgage or pledge of, or granting of a security interest in, property or assets of a corporation shall not be necessary except to the extent that the corporation’s articles of organization or by-laws provide otherwise. (c) A corporation constituting a public charity shall give written notice to the attorney general not less than thirty days before making any sale, lease, exchange, or other disposition not referred to in subsection (b) of all or substantially all of its property and assets if that sale, lease, exchange or other disposition involves or will result in a material change in the nature of the activities conducted by the corporation, except that no such notice shall be required if a written waiver of such notice is executed by the attorney general before or after such sale, lease, exchange or other disposition. A certificate signed by an officer of the corporation which states that notice was not required, that notice was given, or that notice was waived by the attorney general, with respect to any sale, lease, exchange or other disposition of property by the corporation shall be conclusive in favor of any purchaser, lessee, transferee or other person relying thereon for purposes of determining compliance with the provisions of this subsection. (d)(1) A nonprofit acute-care hospital, as defined in section 25B of chapter 111, or a nonprofit health maintenance organization as defined in chapter 176G shall give written notice of not less than 90 days to the attorney general and to the commissioner of public health if such notice concerns a nonprofit health maintenance organization, before it enters into a sale, lease, exchange, or other disposition of a substantial amount of its assets or operations with a person or entity other than a public charity. No such notice shall be required if a written waiver of such notice is executed by the attorney general. When investigating the proposed transaction, the attorney general shall consider any factors that the attorney general deems relevant, including, but not limited to, whether: (i) the proposed transaction complies with applicable general nonprofit and charities law; (ii) due care was followed by the nonprofit entity; (iii) conflict of interest was avoided by the nonprofit entity at all phases of decision making; (iv) fair value will be received for the nonprofit assets; and (v) the proposed transaction is in the public interest. (2) The attorney general shall assess the entity proposing to receive such assets or operations for reasonable costs related to, and shall expend such amounts for the review of the proposed transaction, as determined by the attorney general to be necessary. Such reasonable costs may include expert review of the transaction, a process for educating the public about the transaction and obtaining public input, and administrative costs. All materials filed by the parties in the course of the attorney general’s review shall be made available for public inspection pursuant to section 10 of chapter 66 and section 7 of chapter 4. (3) The attorney general shall, during the course of his investigation, hold at least one public hearing, in a location convenient to the population served by the nonprofit entity, at which any person may file written comments and exhibits or appear and make a statement. At least 21 days in advance of the public hearing, the nonprofit entity shall publish notice of the hearing in a newspaper of general circulation where the entity is located. The notice shall include the name of the nonprofit entity, the name of the acquirer, or other parties to the proposed transaction, the nature of the proposed transaction and the anticipated consideration that will be paid by the acquirer. In addition, the notice shall offer to provide to any person upon request to the nonprofit entity a detailed summary of the proposed transaction and copies of all transaction and collateral agreements. As defined in section 7 of chapter 4, compliance with this notice requirement will not require disclosure of confidential trade secret, commercial or financial information contained in schedules or exhibits of those agreements. (4) If a charitable fund results from the transaction, and if the nonprofit entity making the disposition does not continue its operation of a nonprofit hospital or nonprofit health maintenance organization, the governance of the charitable fund shall be subject to review by the attorney general and approval by the court. The governance of the charitable fund shall be broadly based in the community historically served by the predecessor nonprofit acute care hospital or health maintenance organization and shall be independent of the new for-profit entity. The attorney general shall conduct a public hearing in connection with his review of the plan for the governance of the resulting charitable fund. An appropriate portion of any resulting proceeds shall, if determined to be necessary by the attorney general, be used for assistance in the development of a community-based plan for the use of the resulting charitable fund. (5) The entity receiving such assets or operations shall, if determined to be necessary by the attorney general in consultation with the department of public health, provide the funds, in an amount determined by the commissioner of public health, for the hiring by the department of public health of an independent health care access monitor to monitor and report quarterly to the attorney general, the department of public health and the committee on health care on community health care access by the entity, including levels of free care provided by the entity. The funding shall be provided for three years after the transaction. The entity receiving such assets or operations shall provide the monitor with appropriate access to the entity’s records in order to enable the monitor to fulfill this function. To prevent the duplication of any information already reported by the entity, the monitor shall, to the extent possible, utilize data already provided by the entity to the center for health information and analysis under chapter 12C or to any other agency. No personal identifiers shall be attached to any of the records obtained by the monitor and all such records shall be subject to the privacy and confidentiality provisions of section 70E of chapter 111. (6) No officer, director, incorporator, member, employee, staff, physician, expert or advisor of the nonprofit entity making the disposition shall derive improper benefit from the transaction. The officers, directors, incorporators, members, senior managers, staff, physicians, experts and advisors of the nonprofit entity making the disposition shall be prohibited from investing in the for-profit entity for a period of three years following such disposition.

NOTES: Mass. Gen. Laws Ann. ch. 180, § 8A

MA Code § 8A

REGULATORY BODY: Other

STATUTE TEXT: Section 8A. (a) A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, by the holders of two-thirds of its capital stock entitled to vote thereon, at a meeting duly called for the purpose, with notice given as provided in section six B, the sale, lease, exchange or other disposition of all or substantially all of its property and assets upon such terms and conditions as it deems expedient, except that no such vote shall be required if such transaction does not involve or will not result in a material change in the nature of the activities conducted by the corporation. (b) The authorization by members of the mortgage or pledge of, or granting of a security interest in, property or assets of a corporation shall not be necessary except to the extent that the corporation’s articles of organization or by-laws provide otherwise. (c) A corporation constituting a public charity shall give written notice to the attorney general not less than thirty days before making any sale, lease, exchange, or other disposition not referred to in subsection (b) of all or substantially all of its property and assets if that sale, lease, exchange or other disposition involves or will result in a material change in the nature of the activities conducted by the corporation, except that no such notice shall be required if a written waiver of such notice is executed by the attorney general before or after such sale, lease, exchange or other disposition. A certificate signed by an officer of the corporation which states that notice was not required, that notice was given, or that notice was waived by the attorney general, with respect to any sale, lease, exchange or other disposition of property by the corporation shall be conclusive in favor of any purchaser, lessee, transferee or other person relying thereon for purposes of determining compliance with the provisions of this subsection. (d)(1) A nonprofit acute-care hospital, as defined in section 25B of chapter 111, or a nonprofit health maintenance organization as defined in chapter 176G shall give written notice of not less than 90 days to the attorney general and to the commissioner of public health if such notice concerns a nonprofit health maintenance organization, before it enters into a sale, lease, exchange, or other disposition of a substantial amount of its assets or operations with a person or entity other than a public charity. No such notice shall be required if a written waiver of such notice is executed by the attorney general. When investigating the proposed transaction, the attorney general shall consider any factors that the attorney general deems relevant, including, but not limited to, whether: (i) the proposed transaction complies with applicable general nonprofit and charities law; (ii) due care was followed by the nonprofit entity; (iii) conflict of interest was avoided by the nonprofit entity at all phases of decision making; (iv) fair value will be received for the nonprofit assets; and (v) the proposed transaction is in the public interest. (2) The attorney general shall assess the entity proposing to receive such assets or operations for reasonable costs related to, and shall expend such amounts for the review of the proposed transaction, as determined by the attorney general to be necessary. Such reasonable costs may include expert review of the transaction, a process for educating the public about the transaction and obtaining public input, and administrative costs. All materials filed by the parties in the course of the attorney general’s review shall be made available for public inspection pursuant to section 10 of chapter 66 and section 7 of chapter 4. (3) The attorney general shall, during the course of his investigation, hold at least one public hearing, in a location convenient to the population served by the nonprofit entity, at which any person may file written comments and exhibits or appear and make a statement. At least 21 days in advance of the public hearing, the nonprofit entity shall publish notice of the hearing in a newspaper of general circulation where the entity is located. The notice shall include the name of the nonprofit entity, the name of the acquirer, or other parties to the proposed transaction, the nature of the proposed transaction and the anticipated consideration that will be paid by the acquirer. In addition, the notice shall offer to provide to any person upon request to the nonprofit entity a detailed summary of the proposed transaction and copies of all transaction and collateral agreements. As defined in section 7 of chapter 4, compliance with this notice requirement will not require disclosure of confidential trade secret, commercial or financial information contained in schedules or exhibits of those agreements. (4) If a charitable fund results from the transaction, and if the nonprofit entity making the disposition does not continue its operation of a nonprofit hospital or nonprofit health maintenance organization, the governance of the charitable fund shall be subject to review by the attorney general and approval by the court. The governance of the charitable fund shall be broadly based in the community historically served by the predecessor nonprofit acute care hospital or health maintenance organization and shall be independent of the new for-profit entity. The attorney general shall conduct a public hearing in connection with his review of the plan for the governance of the resulting charitable fund. An appropriate portion of any resulting proceeds shall, if determined to be necessary by the attorney general, be used for assistance in the development of a community-based plan for the use of the resulting charitable fund. (5) The entity receiving such assets or operations shall, if determined to be necessary by the attorney general in consultation with the department of public health, provide the funds, in an amount determined by the commissioner of public health, for the hiring by the department of public health of an independent health care access monitor to monitor and report quarterly to the attorney general, the department of public health and the committee on health care on community health care access by the entity, including levels of free care provided by the entity. The funding shall be provided for three years after the transaction. The entity receiving such assets or operations shall provide the monitor with appropriate access to the entity’s records in order to enable the monitor to fulfill this function. To prevent the duplication of any information already reported by the entity, the monitor shall, to the extent possible, utilize data already provided by the entity to the center for health information and analysis under chapter 12C or to any other agency. No personal identifiers shall be attached to any of the records obtained by the monitor and all such records shall be subject to the privacy and confidentiality provisions of section 70E of chapter 111. (6) No officer, director, incorporator, member, employee, staff, physician, expert or advisor of the nonprofit entity making the disposition shall derive improper benefit from the transaction. The officers, directors, incorporators, members, senior managers, staff, physicians, experts and advisors of the nonprofit entity making the disposition shall be prohibited from investing in the for-profit entity for a period of three years following such disposition.

NOTES: Commissioner of Public Health, Mass. Gen. Laws Ann. ch. 180, § 8A

MA Code § 8A

REGULATORY BODY: Other

STATUTE TEXT: Section 8A. (a) A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, by the holders of two-thirds of its capital stock entitled to vote thereon, at a meeting duly called for the purpose, with notice given as provided in section six B, the sale, lease, exchange or other disposition of all or substantially all of its property and assets upon such terms and conditions as it deems expedient, except that no such vote shall be required if such transaction does not involve or will not result in a material change in the nature of the activities conducted by the corporation. (b) The authorization by members of the mortgage or pledge of, or granting of a security interest in, property or assets of a corporation shall not be necessary except to the extent that the corporation’s articles of organization or by-laws provide otherwise. (c) A corporation constituting a public charity shall give written notice to the attorney general not less than thirty days before making any sale, lease, exchange, or other disposition not referred to in subsection (b) of all or substantially all of its property and assets if that sale, lease, exchange or other disposition involves or will result in a material change in the nature of the activities conducted by the corporation, except that no such notice shall be required if a written waiver of such notice is executed by the attorney general before or after such sale, lease, exchange or other disposition. A certificate signed by an officer of the corporation which states that notice was not required, that notice was given, or that notice was waived by the attorney general, with respect to any sale, lease, exchange or other disposition of property by the corporation shall be conclusive in favor of any purchaser, lessee, transferee or other person relying thereon for purposes of determining compliance with the provisions of this subsection. (d)(1) A nonprofit acute-care hospital, as defined in section 25B of chapter 111, or a nonprofit health maintenance organization as defined in chapter 176G shall give written notice of not less than 90 days to the attorney general and to the commissioner of public health if such notice concerns a nonprofit health maintenance organization, before it enters into a sale, lease, exchange, or other disposition of a substantial amount of its assets or operations with a person or entity other than a public charity. No such notice shall be required if a written waiver of such notice is executed by the attorney general. When investigating the proposed transaction, the attorney general shall consider any factors that the attorney general deems relevant, including, but not limited to, whether: (i) the proposed transaction complies with applicable general nonprofit and charities law; (ii) due care was followed by the nonprofit entity; (iii) conflict of interest was avoided by the nonprofit entity at all phases of decision making; (iv) fair value will be received for the nonprofit assets; and (v) the proposed transaction is in the public interest. (2) The attorney general shall assess the entity proposing to receive such assets or operations for reasonable costs related to, and shall expend such amounts for the review of the proposed transaction, as determined by the attorney general to be necessary. Such reasonable costs may include expert review of the transaction, a process for educating the public about the transaction and obtaining public input, and administrative costs. All materials filed by the parties in the course of the attorney general’s review shall be made available for public inspection pursuant to section 10 of chapter 66 and section 7 of chapter 4. (3) The attorney general shall, during the course of his investigation, hold at least one public hearing, in a location convenient to the population served by the nonprofit entity, at which any person may file written comments and exhibits or appear and make a statement. At least 21 days in advance of the public hearing, the nonprofit entity shall publish notice of the hearing in a newspaper of general circulation where the entity is located. The notice shall include the name of the nonprofit entity, the name of the acquirer, or other parties to the proposed transaction, the nature of the proposed transaction and the anticipated consideration that will be paid by the acquirer. In addition, the notice shall offer to provide to any person upon request to the nonprofit entity a detailed summary of the proposed transaction and copies of all transaction and collateral agreements. As defined in section 7 of chapter 4, compliance with this notice requirement will not require disclosure of confidential trade secret, commercial or financial information contained in schedules or exhibits of those agreements. (4) If a charitable fund results from the transaction, and if the nonprofit entity making the disposition does not continue its operation of a nonprofit hospital or nonprofit health maintenance organization, the governance of the charitable fund shall be subject to review by the attorney general and approval by the court. The governance of the charitable fund shall be broadly based in the community historically served by the predecessor nonprofit acute care hospital or health maintenance organization and shall be independent of the new for-profit entity. The attorney general shall conduct a public hearing in connection with his review of the plan for the governance of the resulting charitable fund. An appropriate portion of any resulting proceeds shall, if determined to be necessary by the attorney general, be used for assistance in the development of a community-based plan for the use of the resulting charitable fund. (5) The entity receiving such assets or operations shall, if determined to be necessary by the attorney general in consultation with the department of public health, provide the funds, in an amount determined by the commissioner of public health, for the hiring by the department of public health of an independent health care access monitor to monitor and report quarterly to the attorney general, the department of public health and the committee on health care on community health care access by the entity, including levels of free care provided by the entity. The funding shall be provided for three years after the transaction. The entity receiving such assets or operations shall provide the monitor with appropriate access to the entity’s records in order to enable the monitor to fulfill this function. To prevent the duplication of any information already reported by the entity, the monitor shall, to the extent possible, utilize data already provided by the entity to the center for health information and analysis under chapter 12C or to any other agency. No personal identifiers shall be attached to any of the records obtained by the monitor and all such records shall be subject to the privacy and confidentiality provisions of section 70E of chapter 111. (6) No officer, director, incorporator, member, employee, staff, physician, expert or advisor of the nonprofit entity making the disposition shall derive improper benefit from the transaction. The officers, directors, incorporators, members, senior managers, staff, physicians, experts and advisors of the nonprofit entity making the disposition shall be prohibited from investing in the for-profit entity for a period of three years following such disposition.

NOTES: Mass. Gen. Laws Ann. ch. 180, § 8A

MA Code § 8F

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Mass. Gen. Laws ch. 12, § 8F

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

NOTES: $500,000; $200,000 - $500,000 financial statement reviewed or audited by indpendent CPA

MA Code § 19

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 19. No fine or notice of intention to impose a fine by any union or any other association, incorporated or unincorporated, or by any authorized representative thereof, upon any member, according to the rules to which such member has agreed to conform, shall be held to be unlawful or coercive as to such member or as to any other person; provided, that such fine is reasonable in amount and is for a legal purpose.

NOTES: M.G.L.A. 68 §§ 19, 19A

MA Code § 20(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.G.L.A. 68 § 20(1)

MA Code § 20(2)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.G.L.A. 68 § 20(2) ($5k OR 10 contributors)

ORGTYPE-EDUCAT-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

MA Code § 19

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 19. No fine or notice of intention to impose a fine by any union or any other association, incorporated or unincorporated, or by any authorized representative thereof, upon any member, according to the rules to which such member has agreed to conform, shall be held to be unlawful or coercive as to such member or as to any other person; provided, that such fine is reasonable in amount and is for a legal purpose.

NOTES: M.G.L.A. 68 § 19

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-OTHTYP-NS

REGULATORY BODY: Not Specific

MA Code § 11B

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 11B. If any charitable corporation described in section eleven A fails to comply for two consecutive years with the provisions of section eight F of chapter twelve requiring the filing of annual financial reports with the office of the attorney general, or if the attorney general is satisfied that such corporation has become inactive and that its dissolution would be in the public interest, the attorney general may petition the supreme judicial court for the dissolution of such corporation, requesting the court to authorize the administration of its funds for such similar public charitable purposes as the court may determine, and the court, after notice by mail or otherwise as it may order, may dissolve such corporation. The attorney general may include as many corporations in a single application as he deems fit, and the court may include in its decree any or all of said corporations. The clerk of the supreme judicial court shall submit to the commissioner of revenue a list of corporations so dissolved.

NOTES: M.G.L.A. 180 § 11B

REMEDYT-BRDRMV-NS

REGULATORY BODY: Not Specific

NOTES: No

MA Code § 24

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 24. The working methods of any such corporation and the dairies in which milk is produced under contract with it shall at all times be subject to investigation by the department of public health.

NOTES: Mass. Gen. Laws ch. 68, § 24

MA Code § 24

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 24. The working methods of any such corporation and the dairies in which milk is produced under contract with it shall at all times be subject to investigation by the department of public health.

NOTES: Mass. Gen. Laws ch. 68, § 24

MA Code § 24

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 24. The working methods of any such corporation and the dairies in which milk is produced under contract with it shall at all times be subject to investigation by the department of public health.

NOTES: Mass. Gen. Laws ch. 68, § 24

FNDRAZE-NOTICE-NS

REGULATORY BODY: Not Specific

MA Code § 23

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 23. Every such corporation may enter into written agreements with any dairymen for the production of milk under the supervision of such corporation and prescribe in such agreements the conditions under which such milk shall be produced, which, however, shall be approved by the department of public health and shall not fall below the standards of purity and quality for certified milk as fixed by the American Association of Medical Milk Commissions and the standards for milk fixed by law.

NOTES: Mass. Gen. Laws ch. 68, § 23: Solicitation disclosures

MA Code § 22

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 22. No member of any such corporation shall receive directly or indirectly therefrom, or from any dairymen producing milk under agreement with the corporation, any salary or emolument or any compensation of any kind for any services rendered as a member of such corporation, or for any services rendered under sections twenty to twenty-five, inclusive. Whoever violates this section shall be punished by a fine of one hundred dollars, and shall be removed from his office as a member of said corporation and thereafter be disqualified from becoming a member of any such corporation.

NOTES: Mass. Gen. Laws ch. 68, § 22

MA Code § 24

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 24. The working methods of any such corporation and the dairies in which milk is produced under contract with it shall at all times be subject to investigation by the department of public health.

NOTES: Mass. Gen. Laws ch. 68, § 24

MA Code § 24

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 24. The working methods of any such corporation and the dairies in which milk is produced under contract with it shall at all times be subject to investigation by the department of public health.

NOTES: Commercial co-venturers and professional solicitors shall, at the time of making application, file with and have approved by the division a bond in which the applicant shall be the principal obligor in the sum of $25,000 with one or more sureties satisfactory to the division whose liability in the aggregate shall at least equal said sum. Each completed registration shall be valid for one calendar year or a part thereof and may be renewed for additional one-year periods upon written application under oath, the filing of all contracts or agreements, any required bonds and the fee. Mass. Gen. Laws ch. 68, § 24

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

MA Code § 8e

MA Code § 18

Registration Office

BIFURCD-REGIOF-NS

2 Notice, Filing or Review of Transactions

Sale of Assets

MA Code § 8A(c)

MA Code § 8A(d)(1)

Mergers

REPORTS-MERGER-AG

MA Code § 10(d)

Certificate of Amendments

REPORTS-AMMEND-AG

MA Code § 7

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

REPORTS-FINANC-NS

3 Notice or Action for Dissolutions

Voluntary Dissolutions

MA Code § 11A(c)

MA Code § 11

MA Code § 11A(d)

Judicial Dissolutions

MA Code § 11B

DISSOLV-JUDICI-OT

Administrative Dissolutions

DISSOLV-ADMINI-AG

DISSOLV-ADMINI-OT

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

MA Code § 8A

Requires Notice or Oversight

MA Code § 8A

MA Code § 8A

Requires Filing

MA Code § 8A

5 Audits

Requires Audit

MA Code § 8F

Audit Threshold

AUDITFI-THRESH-NS

6 Registration Law

Registration Law

MA Code § 19

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

MA Code § 20(1)

Small organizations

MA Code § 20(2)

Educational Institutions

ORGTYPE-EDUCAT-NS

Governmental Organizations

ORGTYPE-GOVMNT-NS

Hospitals

ORGTYPE-HOSPIT-NS

Veterans organizations

ORGTYPE-VETERA-NS

Foundations

ORGTYPE-FNDYES-NS

Foundations that don’t solicit contributions

ORGTYPE-FNDNOS-NS

Charitable Trusts

ORGTYPE-CTRUST-NS

Parent-Teacher Organizations

ORGTYPE-PTOEDU-NS

Reports to congress

ORGTYPE-CONGRE-NS

Non-soliciting

MA Code § 19

Fraternal/ Membership

ORGTYPE-MEMFRA-NS

Political Orgs

ORGTYPE-POLITI-NS

Other

ORGTYPE-OTHTYP-NS

8 Defined remedies

Dissolution

MA Code § 11B

Removal of Board Members