Prayer was offered by the Reverend Robert F. Quinn, C.S.P., Chaplain of the House, as follows:

Eternal God, we program our help in You, Our Creator. We also place our trust in You and in the ways which You have made known to us for having a successful, happy and meaningful life. Inspire us daily to be aware of and alert to Your always available assistance and guidance as we carry out our daily routine. In the process of legislating prudently proposed current and future programs, policies and priorities, teach us to be good listeners, thoughtful advocates and fair arbitrators. The people whom we represent depend upon our reasoned and sound judgments as we together build safe, peaceful and civil communities. May we recognize the human and civil rights of all people and expect all people to accept their personal responsibilities as citizens.

At the request of the Chair (Mr. DiMasi), the members, guests and employees joined with him in reciting the pledge of allegiance to the flag.

A message from His Excellency the Governor relative to increas­ing fees for the registers of deeds (House, No. 2008) was filed in the office of the Clerk on Tuesday, February 4.

The message was read; and it was referred, under Rule 30, with the accompanying draft of a bill, to the committee on the Judiciary. Sent to the Senate for concurrence.

A statement of Mr. DiMasi of Boston concerning Mr. Leary of Worcester was spread upon the records of the House, as follows:

MR. SPEAKER: I would like to call to the attention of the House the fact that one of our colleagues, Representative Leary of Worcester, will not be present in the House Chamber for today’s sitting due to the birth of his son, Seamus Hogan Leary. Any roll calls that he may miss today will be due entirely to the reason stated.  

A statement of Mr. DiMasi of Boston concerning Mr. Murphy of Burlington was spread upon the records of the House, as follows:

MR. SPEAKER: I would like to call to the attention of the House the fact that one of our colleagues, Representative Murphy of Burling­ton, will not be present in the House Chamber for today’s sitting due to a previously scheduled family commitment outside the Commonwealth. Any roll calls that he may miss today will be due entirely to the reason stated.

A statement of Mr. DiMasi of Boston concerning Ms. Rivera of Springfield was spread upon the records of the House, as follows:

MR. SPEAKER: I would like to call to the attention of the House the fact that one of our colleagues, Representative Rivera of Springfield, will not be present in the House Chamber for today’s sitting due to personal business outside the Commonwealth. Any roll calls that she may miss today will be due entirely to the reason stated.

The following resolutions (filed with the Clerk) were referred, under Rule 85, to the committee on Rules:

Resolutions (filed by Mr. Buoniconti of West Springfield) congratulating Fire Chief John J. Flaherty of West Springfield on his retirement from the West Springfield Fire Department after thirty-six years of dedicated service; and

Resolutions (filed by Mr. Timilty of Milton) honoring the Captain Forbes House Museum;

Mr. Miceli of Wilmington, for the committee on Rules, reported, in each instance, that the resolutions ought to be adopted. Under suspension of the rules, in each instance, on motion of Mr. Donato of Medford, the resolutions (reported by the committee on Bills in the Third Reading to be correctly drawn) were considered forthwith; and they were adopted.

The annual report of the Public Employee Retirement Administration Commission (under Sections 21, 102 and 103 of Chapter 32 of the General Laws) relative to the percentum change in the average cost-of-living as shown by the United States consumer price index for the year 2002 compared with such index for the year 2001 (House, No. 2007), was referred to the committee on Public Service. Sent to the Senate for concurrence.

Mr. Finneran of Boston presented a petition (subject to Joint Rule 12) of Thomas M. Finneran and Bradley H. Jones, Jr., relative to the special state primaries and election in the Fifth Norfolk Representative District; and the same was referred, under Rule 24, to the committee on Rules.

Mr. Scaccia of Boston, for the committee on Rules and the committees on Rules of the two branches, acting concurrently, then reported recommending that Joint Rule 12 be suspended. Under suspension of the rules, on motion of Mr. Finneran, the report was considered forthwith. Joint Rule 12 was suspended; and the petition (accompanied by bill) was referred to the committee on Election Laws. Sent to the Senate for concurrence.

Subsequently Mr. Straus of Mattapoisett, for the committee on Elections Laws, on the foregoing petition, reported a Bill relative to the special state primaries and election in the Fifth Norfolk Representative District (House, No. 2009), which was read.

Under suspension of the rules, on motion of Mr. Finneran of Boston, the bill was read a second time forthwith.

Pending the question on ordering the bill to a third reading, Mr. Jones of North Reading and other members of the House moved that it be amended by adding at the end thereof the following section:

“SECTION 6. Notwithstanding any other provisions of this act to the contrary, municipalities shall be reimbursed for the net costs of the special state election for the Fifth Norfolk representative district as set forth in section 10A of chapter 3 of the General Laws.”.

The amendment was adopted.

Mr. Kaufman of Lexington then moved that the bill be amended by adding at the end thereof the following section:

“SECTION 7. The provisions of chapter 55A of the General Laws shall not apply to the special election for state representative for the Fifth Norfolk District.”.

The amendment was adopted; and the bill, as amended, was ordered to a third reading.

Under suspension of the rules, on motion of Mr. DeLeo of Winthrop, the bill was read a third time; and it was passed to be engrossed. The bill (House, No. 2009, amended) then was sent to the Senate for concurrence.

At seven minutes after eleven o’clock A.M., on motion of Mr. Donato of Medford (Mr. DiMasi of Boston being in the Chair), the House recessed until one o’clock P.M.; and at that time the House was called to order with Mr. DiMasi in the Chair.

The House thereupon took a further recess, on motion of Mr. Peterson of Grafton, until half past one o’clock; and at that time the House was called to order with Mr. Tobin of Quincy in the Chair.

The Chair (Mr. Tobin) thereupon declared a further recess until two o’clock; and at twenty-nine minutes before three o’clock the House was called to order with Mrs. Harkins of Needham in the Chair.

Mr. Finneran of Boston asked for a count of the House to ascertain if a quorum was present.

The Chair (Mrs. Harkins), having determined that a quorum was not in attendance, then directed the Sergeant-at-Arms to secure the presence of a quorum.

Subsequently a roll call was taken for the purpose of ascertaining the presence of a quorum; and on the roll call 148 members were recorded as being in attendance.

 

[See Yea and Nay No. 34 in Supplement.]

Therefore a quorum was present.

The engrossed Bill relative to the special state primaries and election in the Fifth Norfolk Representative District (see House, No. 2009, amended), having been certified by the Clerk to be rightly and truly prepared for final passage, was considered, the question being on adopting the emergency preamble.

A separate vote was taken, as required by the provisions of Article XLVIII (as amended by Article LXVII) of the Amendments to the Constitution; and the preamble was adopted, by a vote of 29 to 0. Sent to the Senate for concurrence.

Subsequently, the Senate having concurred in adoption of the emergency preamble, the bill (which originated in the House) was passed to be enacted; and it was signed by the acting Speaker and sent to the Senate.

Mr. Rogers of Norwood, for the committee on Ways and Means, on House No. 2021, reported, in part, a Bill making appropriations for fiscal year 2003 to provide for supplementing certain existing appropriations and for certain other activities and projects (House, No. 2022) [Fund Transfers: $150,474,346.00]. Read; and referred, under Rule 7A, to the committee on Steering, Policy and Scheduling.

Mr. Kujawski of Webster, for said committee, reported that the matter be scheduled for consideration by the House.

Under suspension of the rules, on motion of Mr. Rogers, the bill was read a second time forthwith.

Pending the question on ordering the bill to a third reading, Mr. Finneran of Boston moved that it be amended by striking out all after the enacting clause and inserting in place thereof the text contained in said bill, excluding sections 3 and 21.

After remarks the amendment was adopted; and the bill (House, No. 2022, amended) was ordered to a third reading.

Subsequently, under suspension of the rules, on motion of Mr. Rogers, the bill (having been reported by the committee on Bills in the Third Reading to be correctly drawn) was read a third time.

Pending the question on passing the bill to be engrossed, Mr. Leary of Worcester and other members of the House moved that it be amended by inserting after section 22 (as printed) the following two sections:

“SECTION 20A. Item 7100-0200 in said section 2 of said chap­ter 184 is hereby amended by adding the following words: — ; and provided further that no less than $70,000 shall be expended for the drug laboratory at UMass Medical School.

SECTION 20B. Said item 7100-0200 of said section 2 of said chapter 184 is hereby further amended by striking out the figure ‘$445,587,750’ and inserting in place thereof the following figure:- $445,657,750.”.

The amendment was rejected.

Mr. Rogers of Norwood then moved that the bill be amended in section 20 by striking out the following item number: “7004-7015” and inserting in place thereof the following item number: “7004-7014”; and the amendment was adopted.

Mr. Wagner of Chicopee being in the Chair,— Mr. Jones of North Reading and other members of the House moved that the bill be amended by inserting after the enacting clause the following section:

“SECTION 1. To provide for certain unanticipated obligations of the commonwealth, to provide for an alteration of purpose for current appropriations, and to meet certain requirements of law, the sums set forth herein are hereby appropriated from the General Fund unless specifically designated otherwise herein, for the several purposes and subject to the conditions specified herein, and subject to the provisions of law regulating the disbursement of public funds for the fiscal year ending June 30, 2003, provided that said sums shall be in addition to any amounts previously appropriated and made available for the purposes of said items.

The amendment was adopted.

Mr. Jones and other members of the House then moved that the bill be amended by striking out section 1A and inserting in place thereof the following section:

“SECTION 1A. Subsection (a) of section 5A of chapter 62 of the General Laws, as appearing in the 2000 Official Edition, is hereby amended by deleting the last 2 sentences and inserting in place thereof the following:— Items of gross income from sources within the commonwealth are items of gross income derived from or effectively connected with (1) any trade or business, including any employment carried on by the taxpayer in the commonwealth, whether or not the non-resident is actively engaged in a trade or business or employment in the commonwealth in the year in which said income is received; (2) the participation in any lottery or wagering transaction within the commonwealth; or (3) the ownership of any interest in real or tangible personal property located in the commonwealth. In computing the taxable income of each Part, the non-resident shall be allowed the deductions and exemptions provided as to each Part in section three.

For purposes of this section gross income derived from or effectively connected with any trade or business, including any employment, carried on by the taxpayer in the commonwealth means the income that results from, is earned by, is credited to, accumulated for or is otherwise attributable to either the taxpayer’s trade or business in the commonwealth in any year or part thereof, or to the taxpayer’s employment in the commonwealth in any year or part thereof, regardless of the year in which that income is actually received by the taxpayer and regardless of the taxpayer’s residence or domicile in the year it is received. It includes, but is not limited to, gain from the sale of a business or of an interest in a business, distributive share income, separation, sick or vacation pay, deferred compensation and nonqualified pension income not prevented from state taxation by the laws of the United States, and income from a covenant not to compete. The foregoing shall not be deemed to include income from qualified tax-deferred retirement plans which are exempt from taxation under other provisions of this chapter.”.

The amendment was adopted.

Mrs. Harkins of Needham being in the Chair,— Mr. Broadhurst of Methuen then moved that the bill be amended by striking out section 8.

After remarks on the question on adoption of the amendment, the same member asked for a count of the House to ascertain if a quorum was present. The Chair (Mrs. Harkins of Needham), having determined that a quorum was not in attendance, then directed the Sergeant-at-Arms to secure the presence of a quorum.

Subsequently a roll call was taken for the purpose of ascertaining the presence of a quorum; and on the roll call 147 members were recorded as being in attendance.

Therefore a quorum was present.

After further debate on the question on adoption of the amendment, the sense of the House was taken by yeas and nays, at the request of Mr. Broadhurst; and on the roll call 5 members voted in the affirmative and 139 in the negative.

[Representatives deMacedo of Plymouth, Fallon of Malden, Naughton of Clinton and Torrisi of North Andover answered “Present” in response to their names.]

Therefore the amendment was rejected.

Messrs. Casey of Winchester and Quinn of Dartmouth then moved that the bill be amended by adding at the end thereof the following section:

“SECTION 34. Notwithstanding any general or special law or rule or regulation to the contrary, the joint committee on taxation shall conduct a public meeting whereat testimony pertaining to matters contained in this act that provide for changing the tax laws of the Commonwealth shall be heard. Said meeting shall be conducted not more than 30 days immediately following passage.”.

After remarks the amendment was adopted.

Mr. Travis of Rehoboth then moved that the bill be amended in section 24, in line 6, by inserting after the word “safety” the words “from those hazardous cargos and material”; and the amendment was adopted.

Mr. Walsh of Boston and other members of the House then moved that the bill be amended by striking out section 24, as amended; and the amendment was adopted.

Mr. Jones of North Reading and other members of the House then moved that the bill be amended by adding at the end thereof the following section:

“SECTION 35. (A) Whereas, the deferred operation of this section would tend to defeat its purpose, which is to provide forthwith for the immediate implementation of a municipal tax amnesty program, therefore it is hereby declared to be emergency law, necessary for the immediate preservation of the public convenience.

(B) The terms used in this section shall, unless other meaning is clearly apparent from the context, or unless inconsistent with the manifest intent of the legislature, be construed as follows:

‘Amnesty period’, a period of time commencing not earlier than the date a local enacting authority establishes a municipal tax amnesty program according to the provisions of this act and expiring on December 31, 2003 or on such earlier date as the local enacting authority might determine, during which the municipal tax amnesty program established by the local enacting authority shall be in effect in that city or town.

‘Collector’, as defined in chapter 60 of the General Laws.

‘Covered amount’, the aggregate of all penalties, fees, charges and accrued interest that could be assessed by the collector for the failure of a certain taxpayer to timely pay a subject liability; provided, that the covered amount shall not include the subject liability itself.

‘Local enacting authority’, in the case of a city, the city council with the approval of the mayor; in the case of a town, the board of selectmen, town council or town meeting.

‘Municipal tax amnesty program’, a temporary policy whereby a city or town forever waives its right to collect all or any uniform proportion of the covered amount, as determined by the local enacting authority, then due from any taxpayer who, prior to the expiration of the amnesty period, voluntarily pays the collector the full amount of the subject liability that serves as the basis for said covered amount; provided, that a municipal tax amnesty program shall not include any policy that enables or requires a city or town to waive its right to collect the covered amount from any taxpayer who, as of the time the amnesty period commences, is or was the subject of a criminal investigation or prosecution for failure to pay the city or town any subject liability or covered amount.

‘Subject liability’, the principal amount of a particular tax or excise liability payable by a taxpayer under chapter 59 or chapter 60 of the general laws.

(C) Notwithstanding any general or special law to the contrary, the local enacting authority in any city or town may vote to establish a municipal tax amnesty program according to the provisions of this act and shall, at the same time as such vote, determine the amnesty period.”.

The amendment was adopted.

Mr. Casey of Winchester then moved that the bill be amended by adding at the end thereof the following twenty sections:

“SECTION 36. The first paragraph of section 17 of chapter 62 of the General Laws, as appearing in the 2000 Official Edition, is hereby amended by adding the following sentence:— If a limited liability company has only one member and is not treated as a separate taxable entity for federal tax purposes, it shall not be separately taxed under this chapter and such member shall include separately in his return the limited liability company’s income or loss taxable under this chapter and any item of deduction or credit.

SECTION 37. Section 30 of chapter 63 of the General Laws, as so appearing, is hereby amended by striking out paragraphs 1 and 2 and inserting in place thereof the following two paragraphs:—

1. ‘Domestic corporations’, (i) every corporation organized under or subject to chapter 156, chapter 156A, chapter 156B or chapter 180 which has privileges, powers, rights or immunities not possessed by individuals or partnerships; (ii) every mutual holding company subject to chapter 167H or sections 19F to 19W, inclusive, of chapter 175; or (iii) every limited liability company formed under chapter 156C; (a) having more than 1 member which limited liability company is not classified for the taxable year as a partnership for federal income tax purposes, or (b) having only 1 member which limited liability company has made an election for the taxable year to be classified for federal income tax purposes as a corporation separate from its member; provided, however, that the term shall not apply to corporations organized under section 10 of chapter 157, domestic manufacturing corporations as defined in section 38C, corporations that qualify as regulated investment companies under section 851 of the Federal Internal Revenue Code, as amended and in effect for the taxable year, corporations exempt from taxation under the provisions of section 501 of the Federal Internal Revenue Code, as amended and in effect for the taxable year, nor to corporations subject to section 2. A limited liability company having as its sole member a domestic corporation, which limited liability company is not treated as a separate taxable entity for federal income tax purposes, shall not be separately taxed under this chapter but shall be treated as a branch or division of its domestic corporation member.

2. ‘Foreign corporations’, every corporation, association or organization established, organized or chartered under laws other than those of the commonwealth, for purposes for which domestic corporations may be organized under chapter 156, chapter 156A, chapter 156B or sections 19F to 19W, inclusive, of chapter 175 or chapter 180 which has privileges, powers, rights or immunities not possessed by individuals or partnerships; provided, however, that the term shall not apply to such corporations, associations or organizations without capital stock as are subject to taxation under section 18 of chap­ter 157, to foreign manufacturing corporations as defined in sec­tion 42B, to corporations, associations or organizations that qualify as regulated investment companies under section 851 of the Federal Internal Revenue Code, as amended and in effect for the taxable year, to such corporations, associations or organizations as are exempt from taxation under the provisions of section 501 of the Federal Internal Revenue code, as amended and in effect for the taxable year, nor to such corporations, associations or organizations subject to tax under section 2; provided further, that the terms shall apply to a foreign limited liability company as defined in section 2 of chapter 156C, which has more than 1 member and is not classified for the taxable year as a partnership for federal income tax purposes or has only 1 member and has elected to be treated as a corporation separate from its member for federal income tax purposes. A limited liability company having as its sole member a foreign corporation, which limited liability company is not treated as a separate taxable entity for federal income tax purposes, shall not be separately taxed under this chapter but shall be treated as a branch or division of its foreign corporation member.

SECTION 38. Section 38C of said chapter 63, as so appearing, is hereby amended by striking out, in line 2, the words ‘one hundred and fifty-six B’ and inserting in place thereof the following words:— 156B and every limited liability company organized under chap­ter 156C which is not classified as a partnership and has elected to be taxed as a corporation separate from its members for federal income tax purposes.

SECTION 39. Section 42B of said chapter 63, as so appearing, is hereby amended by striking out, in lines 1 to 3, inclusive, the words ‘Every corporation, association or organization established, organized or chartered under laws other than those of the commonwealth, which has a usual place of business in the commonwealth and’ and inserting in the place thereof the following words:— Every foreign limited liability company taxed as a corporation separate from its members for federal income tax purposes and every corporation, association or organization established, organized or chartered under laws other than those of the commonwealth, which has a usual place of business in the commonwealth, and.

SECTION 40. Section 6 of chapter 110 of the General Laws, as so appearing, is hereby amended by inserting, in line 12, after the word ‘partnership’ the following words:— ; nor to any limited liability company or limited liability partnership which is doing business under its true name and which has registered or qualified with the office of the state secretary.

SECTION 41. Section 2 of chapter 156C of the General Laws, as so appearing, is hereby amended by striking out, in line 40, the word ‘two’ and inserting in place thereof the following figure: — 1.

SECTION 42. Subsection (b) of section 6 said chapter 156C, as so appearing, is hereby amended by adding the following sentence: — Without limitation of the foregoing, except as expressly otherwise set forth in a written operating agreement, a limited liability company shall have the power to make guarantees of the obligations of any other person or entity.

SECTION 43. Subsection (b) of section 8 of said chapter 156C, as so appearing, is hereby amended by inserting, in line 20, after the word ‘a’ the following words:— member or.

SECTION 44. Said section 8 of said chapter 156C, as so appear­ing, is hereby further amended by inserting, in line 21, after the word ‘company’ the following words:— or to another member or manager.

SECTION 45. Section 14 of said chapter 156C, as so appearing, is hereby amended by striking out, in line 3, the words ‘fewer than two’ and by inserting in place thereof the following word:— no.

SECTION 46. Said section 14 of said chapter 156C, as so appear­ing, is hereby further amended by striking out, in line 9, the words ‘not two’ and inserting in place thereof the following word:— no.

SECTION 47. Section 17 of said chapter 156C, as so appearing, is hereby amended by inserting, in line 4, after the word ‘merger’ the following words:— or conversion.

SECTION 48. Section 22 of said chapter 156C, as so appearing, is hereby amended by striking out, in line 5, the words ‘obligated personally’ and inserting in place thereof the following words:— personally liable, directly or indirectly, including, without limitation, by way of indemnification, contribution, assessment or otherwise,.

SECTION 49. Section 24 of said chapter 156C, as so appearing, is hereby amended by striking out, in line 1, the word ‘Unless’ and inserting in place thereof the following:— (a) Unless.

SECTION 50. Said section 24 of said chapter 156C, as so appear­ing, is hereby further amended by adding the following 3 sub­sections:—

(b) If a limited liability company has one or more managers, then unless otherwise provided in the operating agreement, the managers may manage and control the limited liability company and no member shall manage or control the limited liability company. If a limited liability company has no manager then, unless otherwise provided in the operating agreement, the members may manage and control the limited liability company.

(c) If a limited liability company has one or more managers then, unless otherwise provided in the operating agreement, each manager may execute documents and act for the limited liability company and no member shall execute documents or act for the limited liability company. If a limited liability company has no manager then, unless otherwise provided in the operating agreement, each member may execute documents and act for the limited liability company.

(d) Unless otherwise provided in the operating agreement, a member or manager of a limited liability company may delegate to one or more other persons some or all of the member’s or manager’s, as the case may be, rights and powers to execute documents and act for and manage and control the business and affairs of the limited liability company, including to delegate to agents and employees of a member or manager of the limited liability company, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the operating agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the liability company.

SECTION 51. Section 43 of said chapter 156C, as so appearing, is hereby amended by striking out, in line 6, the word ‘except’ and inserting in place thereof the following words: — with respect to a limited liability company formed prior to January 1, 1997, except.

SECTION 52. Section 59 of said chapter 156C, as so appearing, is hereby amended by striking out, in lines 8 to 10, inclusive, the words ‘, and as having filed a copy of its instrument or declaration with the state secretary in compliance with, chapter one hundred eighty-two’.

SECTION 53. Said chapter 156C is hereby further amended by adding the following section:—

Section 69. (a) As used in this section the term ‘other business entity’ shall mean an association or trust as defined in section 1 of chapter 182, and a partnership, whether general or limited and whether domestic or foreign as defined, respectively, in section 6 of chap­ter 108A and section 1 of chapter 109, including a foreign or domestic registered limited liability partnership as defined in section 1 of chapter 108A.

(b) Any other business entity may convert to a domestic limited liability company by complying with subsection (h) and filing with the office of the state secretary in accordance with section 17:

(1) a certificate of conversion to a limited liability company that has been executed in accordance with section 15; and

(2) a certificate of organization of a limited liability company that complies with section 12 and has been executed in accord with said section 15.

(c) the certificate of conversion to a limited liability company shall state:

(1) the date on which and jurisdiction in which the other business entity was first created, incorporated or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic limited liability company;

(2) the name of the other business entity immediately prior to the filing of the certificate of conversion to a limited liability company;

(3) the name of the limited liability company as set forth in its certificate of organization filed in accordance with subsection (b):

(4) the future effective date, which shall be a date certain, of the conversion to a limited liability company if it is not to be effective upon the filing of the certificate of conversion and certificate of organization; and

(5) whether the existence of the limited liability company is to be determined to have commenced on the date when the other business entity was first created, incorporated or otherwise came into being.

(d) Upon the effective date of the filing in the office of the state secretary of the certificate of conversion and certificate of organization, the other business entity shall be converted into a domestic limited liability company and the limited liability company shall thereafter be subject to the provisions of this chapter.

(e) The conversion of any other business entity into a domestic limited liability company shall not be deemed to affect any obligations or liabilities of the other business entity incurred prior to such conversion or the personal liability of any person incurred prior to such conversion.

(f) When a conversion shall have become effective under this section, for all purposes of the laws of the commonwealth, all of the rights, privileges and powers of the other business entity that has converted and all property, real, personal and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall be vested in the domestic limited liability company and shall thereafter be the property of the domestic limited liability company as they were of such other entity. The title to any real property vested by deed or otherwise under the laws of the commonwealth in such other entity shall not revert or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired and all debts, liabilities and duties of such other entity shall then attach to the domestic limited liability company and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

(g) Unless otherwise agreed or required under the laws of another jurisdiction applicable to the other business entity, such other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets and the conversion shall not be deemed to constitute a dissolution of such other entity.

(h) Prior to filing a certificate of conversion to a limited liability company with the state secretary, the conversion and the operating agreement of the limited liability company shall be approved by the other business entity in the manner provided in its governing documents or the laws applicable to it for authorization of a merger of the other business entity into a limited liability company or, in the absence of such provisions, in the manner of a sale of all or substantially all of its assets.

(i) This section shall not be construed to limit the ability of another business entity to change its governing law, its legal status or its domicile by any other means provided for in its governing documents, instruments or agreements or by applicable laws, including by amendment of the governing documents or operating agreement.

SECTION 54. Chapter 156B of the General Laws is hereby amended by striking out section 83A and inserting in place thereof the following section:—  

Section 83A. Any 1 or more corporations may consolidate or merge with or into 1 or more domestic limited liability companies or 1 or more foreign limited liability companies as defined in section 2 of chapter 156C or may consolidate or merge with or into 1 or more limited liability partnerships or foreign limited liability partnerships as defined in section 2 of chapter 108A. The agreement of consolidation or merger shall be adopted by each constituent in accordance with the laws under which it is organized and, in the case of a Massa­chusetts corporation, in the manner provided in section 78. Articles of consolidation or merger shall contain the information required by section 78 and shall become effective when the articles are filed in accordance with section 6, unless the articles specify a later effective date not more than 30 days after filing, in which event the consolidation or merger shall become effective on such later date.

SECTION 55. Sections 36 to 39, inclusive, shall be effective for tax years beginning on or after January 1, 2003.”.

The amendment was adopted.

Mr. Straus of Mattapoisett then moved that the bill be amended by adding at the end thereof the following section:

“SECTION 56. (a) Section 39 of Chapter 19A of the General Laws, as appearing in the 2000 Official Edition, is hereby amended by adding at the end thereof the following subsection:—

(s) The Secretary may negotiate with pharmaceutical companies in order to reduce the pricing or cost of prescription medications made available through the Program or the Commonwealth. The Secretary may adopt any or all tools or programs available to achieve reduced pricing or cost or prescription medications. Nothing included herein shall preclude the Secretary from negotiating with said manufacturers on other initiatives that may benefit said Program or the Commonwealth.

(b) Notwithstanding the provisions of subsection (a) of section 56 of this act, nothing within subsection (s) of section 39 of chap­ter 19A of the General Laws, shall be construed to authorize the violation or breach of any existing contractual agreements between the Secretary and any pharmacy benefits managers which are in place at the time of passage of this act.”.

The amendment was adopted; and the bill, as amended, was passed to be engrossed. Mr. Rogers of Norwood moved that this vote be reconsidered; and the motion the reconsider was considered forthwith and it was negatived. The bill (House, No. 2022, printed as amended) then was sent to the Senate for concurrence.

On motion of Mr. Finneran of Boston,—

Ordered, That when the House adjourns today, it adjourn to meet tomorrow at eleven o’clock A.M.