Title
An Ordinance of the County of Allegheny, Commonwealth of Pennsylvania approving the disposition of personal property as set forth in a purchase offer memorandum dated October 31, 2008, from Administrative Resources, Inc. to the County of Allegheny.
Body
WHEREAS, the County of Allegheny has been a dues paying member of a purchasing cooperative organized under the auspices of the Hospital Council of Western Pennsylvania known as Administrative Resources, Inc. (hereinafter “ARI”), which does business under the name of Amerinet Central; and
WHEREAS, the use of ARI/Amerinet Central cooperative has enabled the County to receive savings in the form of patronage dividends on purchases of supplies and other necessary items for the John J. Kane Regional Centers and the County Health Department; and
WHEREAS, effective July 1, 2007, ARI converted from a Subchapter T cooperative to a Pennsylvania for-profit corporation and issued common stock to all of its dues paying members; and
WHEREAS, ARI's conversion from Subchapter T cooperative to a Pennsylvania for-profit corporation has resulted in the County being presented with 17,333 uncertificated shares of common stock in ARI; and
WHEREAS, Section Nine of Article IX of the Pennsylvania Constitution forbids any unit of local government from becoming a stockholder in any company, association or corporation; and
WHEREAS, upon ARI learning of the constitutional provision prohibiting any unit of local government from becoming a stockholder in any company, association or corporation, it sent memorandum dated October 31, 2008 to the County Controller in which ARI offered to purchase all of the ARI stock owned by the County.
Now, therefore, the Council of the County of Allegheny hereby enacts as follows:
Section 1. INCORPORATION OF PREAMBLE
The provisions set forth in the preamble to this Ordinance are incorporated by reference in their entirety herein.
Section 2. DISPOSITION OF COUNTY-OWNED ARI STOCK
County Council does hereby approve of the disposition of personal property as set forth in ARI's offer to purchase the 17,333 uncertificated shares of common stock in ARI, which is set forth in ARI's purchase offer memorandum dated October 31, 2008, and incorporated by reference in its entirety herein and attached hereto as Exhibit “A”.
Section 3. SEVERABILITY
If any provision of this Ordinance shall be determined to be unlawful, invalid, void or unenforceable, then that provision shall be considered severable from the remaining provisions of this Ordinance which shall be in full force and effect.
Section 4. REPEALER
Any Resolution or Ordinance or part thereof conflicting with the provisions of this Ordinance is hereby repealed in so far as the same affects this Ordinance.
SUMMARY OF LEGISLATION
The County of Allegheny has been a dues paying member of a purchasing cooperative organized under the auspices of the Hospital Council of Western Pennsylvania known as Administrative Resources, Inc. (“ARI”), which does business under the name of Amerinet Central. Effective July 1, 2007, ARI converted from a Subchapter T cooperative to a Pennsylvania for-profit corporation and issued common stock to all of its dues paying members. ARI's conversion from Subchapter T cooperative to a Pennsylvania for-profit corporation has resulted in the County being presented with 17,333 uncertificated shares of common stock in ARI. Section Nine of Article IX of the Pennsylvania Constitution forbids any unit of local government from becoming a stockholder in any company, association or corporation. Upon ARI learning of the constitutional provision prohibiting any unit of local government from becoming a stockholder in any company, association or corporation, it sent memorandum dated October 31, 2008 to the County Controller in which ARI offered to purchase all of the ARI stock owned by the County. This legislation would ratify the agreement of sale between the County and ARI.