AN ACT AUTHORIZING THE MERGER OF MOBY DICK COUNCIL, INC. AND THE BOY SCOUTS OF AMERICA INTO THE NARRAGANSETT COUNCIL, BOY SCOUTS OF AMERICA.
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.