HF13 Summary

• Modifies definition of "written action" to allow authenticated electronic communication in addition to physical signatures for nonprofit corporation decisions

• Creates new merger procedures allowing parent corporations to merge wholly-owned subsidiaries into themselves with board approval (or board and member approval if members exist)

• Establishes conversion procedures enabling nonprofit corporations to convert to other organizational forms (and vice versa) while maintaining continuity of assets, liabilities, and fiduciary duties

• Expands incorporator powers to act as directors until the first director is elected, and allows organizational meetings to be conducted via written action instead of in-person meetings

• Adds "conversion" to the list of corporate transactions requiring attorney general notification for charitable organizations, with a 45-day waiting period before proceeding