‘sr7410e2s GIORDANO HALLERAN & 08:82:57 pm. 12-09-2004 29 FILED Frank R Cla Rag, 2681566) DEC 12 2014 GIORDANO, HALLERAN & CIESLA, P.C. 125 Half Mile Road, Suite 300, Red Bank, N.J..07701 KATHERINE R. DUPUIS (732) 741-3900 Puch. ‘Attomeys for Muhlenberg Regional Medical Center and the Muhlenberg Foundation IN THE MATTER OF THE APPLICATION | SUPERIOR COURT OF NEW JERSEY OF MUHLENBERG REGIONAL MEDICAL | CHANCERY DIVISION CENTER a New Jersey Non-Profit | UNION COUNTY Corporation, AND THE MUHLENBERG FOUNDATION, aNew Jersey Non-Profit | DOCKET: ‘NO. C-107-14 Corporation. \ | intiff, | a | AMENDED ORDER TO SHOW | CAUSE { THIS MATTER having been opened tothe Court on epplleation of Giordano, Halleran & Ciesla, P.C., attorneys for applicants Mublenberg Regional Medical Center (“MMC”) and Muhlenberg Foundation (the “Foundation”), Frank R. Ciesla, Esq. appearing, upon notice to the Attomey General of the State of New Jersey, and the Court having considered the moving papers, briefs and arguments of counsel, for the reasons set forth on the record, and for other good cause being shown; TTS on this {7° day of Leen 2014 ORDERED as follows: 1, MRMC and the Foundation seek relief via an order from this Court, providing for, mong other things (8) That appropriate notice has been provided to the Attomey General pursuant to N.LS.A, 15:18-30(@) for MRMC and the Foundation to release or modify restrictions on institutional funds that were established more than 20 years agoraz7a8e25 GIORDANO HALLERAN & 0:58:07 pm. 12-09-2016 ET) ‘have a total value of less than $250,000 and whose purpose has become impracticable or impossible to achieve. (&) That pursuant to NJ.S.A, 15:18-30(c) all funds and trusts (#3036, #3078, #3092, #3093, #3100, #3101, #3107, #3108 & #3114) held by or for MRMC ‘and the Foundation for use by the nursing school formerly sponsored by MRMC may be used to support the JFK Muhlenberg Harold B, end Dorothy A. Snyder School of Nursing (“School of Nursing”) which remains on the MRMC campus and provides the same services it provided before the closure of the MRMC acute care facility. (c) Finding that the purpose of several institutional funds held by the Foundation for completed capital campaigns and completed equipment purchases (Fund #2024, #3030, #3075 & #3094) have become impracticable, Purther ordering that pursuant to N.J.S.A, 15:18-30(c), the Foundation may fix this clerical error by finally debiting these funds and using them towards a charitable purpose consistent with the original charitable purpose of the gift. Specifically, the funds are to be used for the relocation of the present satellite ‘emergency department, outpatient imaging, outpatient laboratory, mobile {intensive care unit, basic life support activity services as well as other services operated by MRMC affiliates to another location on the MRMC campus and the renovation thereof (the “Project” and to offset costs incurred by licensed MRMC effiliates in providing health care services in the MRMC service area, (@) Finding the purpose of several institutional funds maintained by the Foundation (#3004, #3006, #3023, #3025, #3071, #3083 and #3088) haveraga sens GIORDANO HALERAN & O853:17 pm, 12-00-2014 49 been frstrated and have become impossible to achieve, Further ordering that pursuant to N.LS.A, 15:18-30(c), the Foundation may continue to use these funds to benefit the MRMC service area by applying these funds to the Project and to offset the costs incurred by MRMC affiliates in providing health care secvices in the MRMC service area. (©) Finding that the purpose of the Edward MoCarthy Jr. Trust, a trust maintained by third party trustees for the benefit of MMC, bas beea frustiated. Pursuant to the cy pres doctrine, the income from this trust provided to or currently in the possession of MRMC/Foundation shall now be used to purchase medical and surgical equipment for the MRMC satellite emergency room, outpatient laboratory and outpatient imaging, a use that is consistent with the charitable purpose for which this trust was created and in accordance with the apparent intent of the donor, (® For such other relief as the Court may deem just and equitable. 2. Before any such relief willbe considered, MRMC and the Foundation will fist provide copies of the pleadings to the following parties no later than December 17, 2014: 8) The Acting Attorney General of the State of New Jersey within in the manner prescribed by Rule 4:4.4(a)(7): and b) The following trustee, who holds funds for the benefit of MRMC and/or the Foundation:reanasses ‘ORDANO HALLERAN & 8:58:27 pm. 12-08-2018 sm © PNC WEALTH MANAGEMENT, Kelli Christensen, 454 State Route 28, Bridgewater, NJ 08807 o/b/ Edward McCarthy Jr, T/W FBO PLFD FDN Trust, c) The following individuals and entities who have expressed interests in such matters Nancy A. Piwowar Muhlenberg Research group Plainfield, N.J, 07063-1121 Deborah J. Dowe Mublenberg Independents Plainfield, N.J. 07062 ‘Vernite B, Sias-Hill, Esq. Plainfield, NJ 07061 3, MRMC and the Foundation shall provide notice to the general public using the ‘Proposed Public Notice that shall be published via newspaper advertisement in the Middlesex, Union and Somerset county editions of the Star Ledger and by posting on the following website: (Muhlenberg Regional Medical Center) higuidhme orgtkaflintes-mublenbere-campus, ‘Such notice shall be provided no later than December 17, 2014 4, Any party wishing to file opposition must filing a responsive pleadings, if any, with the Court and serve upon counsel for the applicants no later than fifteen (15) days pricr to the return date hereof.‘rea7a6as GGIORDANG HALLERAN & 08:52:96 pm. 12-09-2016 69 5. After proof that such notice has been provided, the Acting Attomey General of the State of New Jersey shall show cause before this Cour a the Union County Superior Court, Chancery Division, New Annex Building, 1" floor, Elizabeth, New Jersey, on the 23° day of January 2015 t 9:00 am, o as soon thereafter as eounse! may be heard, as to why this Court should not execute the form of final order submitted by applicants together with its moving papers, — af PAPERS CONSIDERED: Katherine R. Dupuis, P.J.8.c. _— Order to Show Cause _— Verified Complaint _— Answering Affidavits __ Answering Briefs Other ows #2008861PUBLIC NOTICE On January 23, 2015, a hearing will be held at the Union County Superior Court, Chancery Division, located the New Annex Bldg,, 1* Floor, Elizabethtown Plz,, Elizabeth, New Jersey regarding an Order to Show Cause filed by the Mublenberg Regional Medical Center (°MRMC") and the Mublenberg Foundation (the “Foundation”). This Order to Show Cause seeks the following relief from the court: (@) That appropriate notice has been provided to the Attorney General pursuant to ‘NALS.A. 15:18-30(4) for MRMC and the Foundation to release or modify restrictions on institutional funds thet were established more than 20 years ago and have a total value of less than $250,000, (b) That pursuant to NJ.S,A, 15:18-30(c) all funds and trusts held by ot for MRMC and the Foundation for use by the aursing school formerly sponsored by MRMC may be used to support the JK Muhlenberg Harold B. and Dorothy A. Snyder School of Nursing (“School of Nursing") which remains on the MRMC campus and provides the same services it provided before the closure of the MRMC acute care facility. (©) Finding thet the purpose of several institutional funds held by the Foundation for completed cepital campaigns and completed equipment purchases have become impracticable. Further ordering thet pursuant to NJLS.A. 15:18-30(c), the Foundation may fix this clerical error by finally debiting these funds and using them towards a charitable purpose consistent with the original charitable purpose of the gift. Specifically, the funds are to be used for the relocation of the present satellite emergency department, outpatient imaging, outpatient laboratory, mobile intensive care unit, basic life support activity services es well as other services operated by MRMC affiliates to another location on the MRMC campus and the renovation thereof (the “Project”), as well as to offet costs incurred by MRMC’s affiliates in continuing to provide such health care services in the MRMC service area. (@) Finding the purpose of several institutional funds maintained by the Foundation have been frustrated. Further ordering that pursuant to NJ.S.A. 15:18-30(¢), the Foundation may continue to use these funds to benefit the MRMC service area by applying these funds to the Project and to offset the costs inourred in providing health care services in the MRMC service area. (¢) Finding that the purpose of the Edward McCarthy Jr, Trust, a trust maintained by third party trustees for the benefit of MRMC has been frustrated, Pursuant to the cy pres doctrine, the income from this trust provided to or currently in‘the possession of MRMC/Foundation shal! now be used to purchase medical and surgical equipment for the MRMC satellite emergency room, a use that is consistent with the charitable purpose for which this trust was created and in accordance with the apparent intent of the donor, (® For such other relief as the Court may deem just and equitable. To obtain a free copy of the pleadings filed in support of this Order to Show Cause, please email request(@fichealth.org and a copy of the pleadings will be emailed back to the email address from which the request was sent, Copies of these documents may also be picked up at the following address: Reception Desk 80 Jemmes Street Edison, NJ 08820 Hours: 9:00am to 4:00pm If you wish to file a response to the Order to Show Cause, all such filings must be filed no later than January 15, 2015 at the following address: Superior Court, Chancery, General Equity ‘New Annex Bldg,, 1" Floor, Elizabethtown Piz.,. Elizabeth, NJ 07207 With copies to: Frank R. Ciesla, Esq. Giordano Halleran & Ciesla 125 Half Mile Road, Suite 300 Red Bank, NJ 07701 & Office of the Attomey General Attention: Jay A. Ganzman, DAG. Department of Law and Public Safety P.O. Box 106 Trenton, New Jersey 08625‘You may also appear on January 23, 2015 at the New Annex Bldg,, 1* Floor, Elizabethtown Plz, Elizabeth, New Jersey to raise any objections to the granting of this Order to Show Cause, Does #170278v1