HomeMy WebLinkAboutAsante Resolution 2013-0603
RESOLUTION
OF THE BOARD OF DIRECTORS
OF
ASANTE
June 3, 2013
AFFILIATION WITH CITY OF ASHLAND, ASHLAND COMMUNITY HEALTHCARE SERVICES, AND
THE ASHLAND COMMUNITY HOSPITAL FOUNDATION
WHEREAS the board of directors (the "Board") of Asante (the
"Corporation") has been presented with an Affiliation Agreement, attached as
Exhibit A (the "Affiliation Agreement"), describing a proposed affiliation (the
"Affiliation") among the Corporation, Ashland Community Healthcare Services, an
Oregon nonprofit corporation ("ACH"), the City of Ashland, an Oregon municipal
corporation and sole member of the Corporation (the "City"), and the Ashland
Community Hospital Foundation, an Oregon nonprofit corporation (the
"Foundation") under which (i) the City's sole membership interest in the
Corporation would cease to exist, (ii) Asante would become the sole member of the
Corporation; and (iii) the Foundation and the City will convey to Asante certain
assets owned by the Foundation and the City, respectively, related to the ACH's
operations; and
WHEREAS the Board has determined that the Affiliation (i) will promote
community health in the City of Ashland, Jackson County, and surrounding areas,
and fulfill a community need in furtherance of the Corporation's Mission; and (ii) is
in the best interests of the Corporation and the communities served by the
Corporation.
NOW THEREFORE it is
RESOLVED that the Board hereby directs that the Affiliation Agreement be
submitted for review and approval by the City, and recommends that the City, as
ACH's sole member, approve the Affiliation Agreement; and
RESOLVED FURTHER that, subject to approval of the Affiliation
Agreement by the City, in its capacity as ACH's sole member, and the Foundation,
the Board hereby approves the Affiliation Agreement and authorizes the
Corporation and the Corporation's officers to negotiate, execute, deliver, and
perform the transactions contemplated thereby.
EXECUTION AND DELIVERY
RESOLVED FURTHER that William D. Thorndike, as Board Chair of the
Corporation, and Roy Vinyard, as the President/CEO of the Corporation, are each
authorized and directed to execute and deliver the Affiliation Agreement on behalf
of the Corporation.
ADDITIONAL AGREEMENTS
RESOLVED FURTHER that the officers of the Corporation are further
authorized and directed to negotiate, execute, deliver, and perform on behalf of the
Corporation such other agreements, instruments, and documents as necessary or
appropriate to effect the transactions contemplated by the Affiliation Agreement.
FURTHER ACTIONS
RESOLVED FURTHER that the officers of the Corporation be, and each
of them acting alone is, authorized and directed, for and on behalf of the
Corporation, to take or cause to be taken any and all actions as such officers may
deem necessary or advisable to (i) facilitate the transactions contemplated by the
Affiliation Agreement, (ii) cause the Corporation to perform its obligations under the
Affiliation Agreement and the agreements authorized above, (iii) prepare, execute,
and file such certificates, forms, agreements, or other documents as may be necessary
or appropriate in connection with the transactions contemplated by such agreements
and the resolutions, and (iv) otherwise carry out the purposes and intent of the
foregoing resolutions, the performance of any such acts and the execution and filing
or delivery by such officers of any such certificates, forms, agreements, or other
documents before or after the date hereof conclusively evidencing the Board's
approval thereof.
The undersigned, in his capacity as Secretary of the Corporation, certifies that the
above resolutions were duly adopted by the Corporation's board of directors, at a
meeting of the board held on June 3, 2013.
Ray Cox, Sec etary
Exhibit A
Affiliation Agreement
See attached.