§ Â 2531. Definitions.

As used in this subchapter:

(1) “Not-for-profit healthcare conversion transaction” includes:

a. The sale, transfer, lease, exchange, optioning, conveyance, affiliation, merger, joint venture, or other disposition of a material amount of the assets or operations of a not-for-profit healthcare entity, made other than in the normal course of business, to an entity or person other than a charity or not-for-profit entity;

b. The transfer of control or governance of a material amount of the assets or operations of a not-for-profit healthcare entity to an entity or person other than a charity or not-for-profit entity;

c. A substantial change or amendment to a certificate of incorporation which materially affects a not-for-profit healthcare entity’s charitable or public benefit intent, or the disposition of reserves or control of a not-for-profit healthcare entity to an entity or a person other than a charity or not-for-profit entity;

d. A change in the composition of the Board of Directors such that, upon the effective date of such change, a majority of directors of the not-for-profit healthcare entity are affiliated with (or have been elected by directors a majority of whom were or are affiliated with) any single entity or person other than a charity or not-for-profit entity. For purposes of this paragraph, a director shall be deemed to be affiliated with such entity or person if such director:

1. Receives or has received, directly or indirectly, compensation, including income, in any form from such person or entity (or parent, subsidiary or affiliate of such entity);

2. Serves or has served as a director, officer, employee, partner, member or agent of such entity (or of a parent, subsidiary or affiliate of such entity);

3. Is a close family member of such person or is a close family member of any person who serves as an officer or director of such entity (or parent, subsidiary or affiliate of such entity); or

4. Is, directly or indirectly, controlled by such person or entity.

(2) “Not-for-profit healthcare entity” includes a not-for-profit hospital, including a corporation or a hospital created under a trust or will, a not for profit healthcare service provider, a not-for-profit nursing home or long term care facility, a not-for profit healthcare insurer, a mutual corporation holding assets in charitable trust for the public benefit, an entity maintaining plans to provide healthcare services or indemnity thereof, and an entity, other than a for-profit entity, affiliated with any of these through ownership, governance, or membership, such as a holding company or subsidiary.

(3) “Not-for-profit healthcare insurer” includes a not-for-profit provider of healthcare insurance, including service associations, health service corporations, and physician service organizations or their affiliates.

(4) “Person” means an individual, partnership, trust, estate, corporation, association, organization, joint venture, joint stock company, limited liability company, or other legal or commercial entity.

(5) “Public benefit asset” means, as to a not-for-profit healthcare entity that is seeking to engage in a not-for-profit healthcare conversion transaction, that part of the fair market value of the converting entity impressed with a public trust for the public benefit as initially determined by the Attorney General and subject to the approval of the Court of Chancery.