Whereas , The deferred operation
of this act would tend to defeat its purpose, which is to authorize forthwith
the merger of certain charitable corporations, therefore it is hereby declared
to be an emergency law, necessary for the immediate preservation of the public
convenience.
Be it enacted by the Senate and House of Representatives
in General Court assembled, and by the authority of the same, as follows:
Notwithstanding section 10A
of chapter 180 of the General Laws or any other general or special law to
the contrary, the Moby Dick Council, Inc. and the Boy Scouts of America, a nonprofit
charitable corporation may merge into the Narragansett Council, Boy Scouts of
America, a Rhode Island nonprofit charitable corporation.
This merger
shall take effect only if the merged corporation files with the state secretary
corrected and restated articles of merger, providing that (a) the merged corporation
may be sued in the commonwealth for any prior obligation of the Moby Dick Council,
Inc., and any other obligation incurred by the merged corporation, so long as
any liability remains outstanding against the corporation in the commonwealth,
and (b) the merged corporation shall be bound by, and the prior obligations under
clause (a) shall include, any restrictions, whether in the nature of a contract
or in the nature of an express or implied trust, on the use or disposition of
assets held for charitable purposes by the Moby Dick Council, Inc., and the merged
corporation shall irrevocably appoint the state secretary as its agent to accept
service of process in any action for the enforcement of any such obligation, including
taxes, in the manner provided in chapter
181 of the General Laws. These corrected and restated articles of merger may
be effective as of the date that the original articles of merger were filed with
the state secretary, but only if the corrected and restated articles state that
the corporation has fully complied with the preceding sentence at all times after
that date.
Approved September 11, 2003.