Terms Used In Montana Code > Title 50 > Chapter 4 > Part 7 - Conversion of Nonprofit Health Entity to For-Profit or Mutual Benefit Corporation

• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appraisal: A determination of property value.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Charity: An agency, institution, or organization in existence and operating for the benefit of an indefinite number of persons and conducted for educational, religious, scientific, medical, or other beneficent purposes.
• Commissioner: means the Montana state auditor and ex officio commissioner of insurance provided for in 2-15-1903. See Montana Code 50-4-701
• Contract: A legal written agreement that becomes binding when signed.
• Control or governance: means the possession, indirect or direct, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise unless the power is solely the result of an official position with a corporate office held by the person. See Montana Code 50-4-701
• conversion transaction: means the sale, transfer, lease, exchange, transfer by exercise of an option, optioning, conveyance, merger, affiliation, mutualization, joint venture, or other disposition by a nonprofit health entity or another person or entity resulting in the transfer of control or governance to a person or entity other than the nonprofit health entity of the lesser of:

  (i)more than 10% in fair market value of the assets or operations of a nonprofit health entity; or

  (ii)assets of a nonprofit health entity amounting to a fair market value of $5 million or more. See Montana Code 50-4-701

• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Customary: means according to usage. See Montana Code 1-1-206
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Ex officio: Literally, by virtue of one's office.
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fair market value: means the fair market value as of the date of the transaction or proposed transaction as determined by an independent appraisal of the assets or operations performed and communicated by a qualified appraiser according to applicable professional appraisal standards. See Montana Code 50-4-701
• Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. ^{Source: OCC}
• Health maintenance organization: has the meaning provided in 33-31-102. See Montana Code 50-4-701
• Health service corporation: has the meaning provided in 33-30-101. See Montana Code 50-4-701
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Lien: A claim against real or personal property in satisfaction of a debt.
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Nonprofit health entity: means :

  (i)a nonprofit health maintenance organization; or

  (ii)a nonprofit health service corporation. See Montana Code 50-4-701

• Ordinary course of business: means with respect to a transaction or disposition that the transaction comports with the usual and customary practices of the kind of business in which the nonprofit health entity is engaged. See Montana Code 50-4-701
• Oversight: Committee review of the activities of a Federal agency or program.
• Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
• Process: means a writ or summons issued in the course of judicial proceedings. See Montana Code 1-1-202
• Property: means real and personal property. See Montana Code 1-1-205
• Public assets: include :

  (a)assets held for the benefit of the public or the community;

  (b)assets in which the public has an ownership interest;

  (c)assets owned by a governmental entity; and

  (d)assets owned by a nonprofit corporation to the extent that the corporation holds assets in a charitable trust. See Montana Code 50-4-701

• State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
• Transferee: means the person in a conversion transaction that receives the ownership or control of the nonprofit health entity that is the subject of the conversion transaction or of the nonprofit health entity's assets. See Montana Code 50-4-701
• Transferor: means the nonprofit health entity that is the subject of the conversion transaction or the corporation that owns the nonprofit health entity that is the subject of the conversion transaction. See Montana Code 50-4-701
• Trustee: A person or institution holding and administering property in trust.
• Usual: means according to usage. See Montana Code 1-1-206
• Writing: includes printing. See Montana Code 1-1-203