Procedure for Public Hearing
Procedure for Public Hearing to be held under section 31-7-405 of the Official Code of Georgia Annotated
The Attorney General or the designee of the Attorney General (the "hearing officer") shall preside at the public hearing. The purpose of the public hearing shall be to provide full disclosure of the purpose and terms of the proposed disposition of the assets of the hospital and an opportunity for local public input in order to ensure that the public's interest is protected when the proposed disposition is completed. The proposed disposition shall not be determined to be in the public interest unless the collective testimony of the witnesses at the hearing, together with any documents received by the hearing officer and made part of the hearing record, adequately disclose that the Seller and the Purchaser each have taken appropriate steps (1) to ensure that the proposed transaction is authorized, (2) to safeguard the value of charitable assets and (3) to ensure that any proceeds from the disposal of the assets are used for appropriate charitable health purposes. The testimony of the witnesses at the hearing, together with any documents received by the hearing officer and made part of the hearing record, shall address the factors set forth on the attached Appendix A.
The following witnesses shall testify at the public hearing in the order designated.
A member of the governing board of the Seller designated by the Seller,
A representative of the Purchaser designated by the Purchaser,
The consultant or expert retained by the Seller to prepare a financial and economic analysis of the proposed transaction, and
The independent consultant retained by the Attorney General to review the proposed transaction.
Testimony may be presented in the form of examination of the witness by question and answer or by summary statement of the witness. The hearing officer may allow the Seller or the Purchaser to present the testimony of additional witnesses, provided that a request to permit such other testimony is received in the offices of the Attorney General not less than twenty (20) days before the scheduled hearing date. Any such request shall identify the additional witness or witnesses and shall set forth the reasons why the testimony of such witness or witnesses is necessary.
At the discretion of the hearing officer, any other person may present the testimony of a witness at the hearing, provided that a request to permit such testimony is received at the office of the hearing officer not less than twenty (20) days before the scheduled hearing date. Any such request shall set forth with particularity the interest of such other person in the disposal of the assets of the hospital and shall identify the proposed witness. The hearing officer may limit the number of witnesses or the length of the testimony to be presented at the hearing in the interest of fairness and proper public administration.
At the conclusion of the testimony, the hearing officer shall receive comments from the public regarding the proposed disposition. The hearing officer may limit the number of persons permitted to comment or the length of each comment or comments in the interest of proper public administration. No person who has testified or presented testimony at the hearing may also offer public comment at the hearing.
This form of hearing procedure may be revised from time to time by the Attorney General. Each such revision shall be dated and numbered sequentially. At the discretion of the hearing officer, the procedure for any particular hearing may be varied in the interest of proper public administration. The hearing officer may also conduct a pre-hearing conference for the purpose of discussing and determining the hearing procedure for any particular hearing. A representative of the Seller, a representative of the Purchaser and a representative of any other interested person, as determined appropriate by the hearing officer, may attend the pre-hearing conference.
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(1) Whether the disposition is permitted under Chapter 3 of Title 14, the "Georgia Nonprofit Corporation Code," and other laws of Georgia governing nonprofit entities, trusts, or charities;
(2) Whether the disposition is consistent with the directives of major donors who have contributed over $100,000.00 to the hospital;
(3) Whether the governing body of the Seller exercised due diligence in deciding to dispose of hospital assets, selecting the Purchaser, and negotiating the terms and conditions of the transaction;
(4) The procedures used by the Seller in making its decision to dispose of its assets, including whether appropriate expert assistance was used;
(5) Whether any conflict of interest was disclosed, including, but not limited to, conflicts of interest related to directors or officers of the Seller and experts retained by the parties to the transaction;
(6) Whether the Seller or lessor will receive fair value for its assets, including an appropriate control premium for any relinquishment of control or, in the case of a proposed disposition to a not-for-profit entity, will receive an enforceable commitment for fair and reasonable community benefits for its assets;
(7) Whether charitable assets are placed at unreasonable risk if the transaction is financed in part by the Seller;
(8) Whether the terms of any management or services contract negotiated in conjunction with the transaction are reasonable;
(9) Whether any disposition proceeds will be used for appropriate charitable health care purposes consistent with the Seller's original purpose or for the support and promotion of health care in the affected community;
(10) Whether a meaningful right of first refusal to repurchase the assets by a successor nonprofit corporation or foundation has been retained if the Purchaser subsequently proposes to sell, lease, or transfer the hospital;
(11) Whether sufficient safeguards are included to assure the affected community continued access to affordable care and to the range of services historically provided by the Seller;
(12) Whether the Purchaser has made an enforceable commitment to provide health care to the disadvantaged, the uninsured, and the underinsured and to provide benefits to the affected community to promote improved health care; and
(13) Whether health care providers will be offered the opportunity to invest or own an interest in the Purchaser or a related party, and whether procedures or safeguards are in place to avoid conflicts of interest in patient referrals.