2007 House Bill 5356 (Revise corporations “professional service” definitions )

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Public Act 402 of 2008

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Introduced by Rep. Bill Huizenga (R) on October 24, 2007, to define "professional service" in the state business corporations act as “a type of personal service that requires a license or other legal authorization,” and "services in a learned profession" as services rendered by a dentist, osteopathic physician, physician, surgeon, doctor of divinity or other clergy, or attorney-at-law. This resolves issues arising from a recent court case, Miller v Allstate Insurance Company. The bill also prescribes various procedures related to shareholders and assumed business names for firms converting to a corporation from some other business form, or vice-versa. It also repeals a "control share" provision enacted in 1988 to address hostile takeovers of Michigan corporations.
- Referred to the House New Economy And Quality Of Life Committee on October 24, 2007.
  - Reported in the House on December 1, 2007, with the recommendation that the substitute (H-1) be adopted and that the bill then pass.
- Substitute offered in the House on December 6, 2007, to replace the previous version of the bill with one that revises various details, but does not change its substance. This version was subsequently superseded by another substitute with more changes. The substitute passed in the House by voice vote on December 6, 2007.
- Substitute offered by Rep. Steve Tobocman (D) on December 6, 2007, to replace the previous version of the bill with one that revises details but does not change the substance of the bill as previously described. The substitute passed in the House by voice vote on December 6, 2007.
- Amendment offered by Rep. Bill Huizenga (R) on December 6, 2007, to strike oot the repeal of the a "control share" provision enacted in 1988 to address hostile takeovers of Michigan corporations. The amendment passed in the House by voice vote on December 6, 2007.
Passed in the House (103 to 0) on December 6, 2007, to define "professional service" in the state business corporations act as “a type of personal service that requires a license or other legal authorization,” and "services in a learned profession" as services rendered by a dentist, osteopathic physician, physician, surgeon, doctor of divinity or other clergy, or attorney-at-law. This resolves issues arising from a recent court case, Miller v Allstate Insurance Company. The bill also prescribes various procedures related to shareholders and assumed business names for firms converting to a corporation from some other business form, or vice-versa. [Vote Details and Comments]
Received in the Senate on December 11, 2007.
- Referred to the Senate Economic Development and Regulatory Reform Committee on December 11, 2007.
  - Reported in the Senate on December 4, 2008, with the recommendation that the substitute (S-3) be adopted and that the bill then pass.
- Substitute offered in the Senate on December 10, 2008, to replace the previous version of the bill with one that does not include the provisions to define "professional service" in the state business corporations act . The substitute passed in the Senate by voice vote on December 10, 2008.
Passed in the Senate (37 to 0) on December 10, 2008, to prescribe various procedures related to shareholders and assumed business names for firms converting to a corporation from some other business form, or vice-versa . [Vote Details and Comments]
Received in the House on December 11, 2008.
Passed in the House (106 to 0) on December 18, 2008. [Vote Details and Comments]
Signed by Gov. Jennifer Granholm on January 5, 2009.

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1) There is Fiscal Impact [by beverlytran on February 8, 2008]
When enforcement is implemented over "learned professions" meaning Social Work, the fiscal impact will be exponential as there is no regulatory system in effect for this industry. Office of Children and Adult Licensing has been ensconced within Department of Human Services to no longer be an independent and autonomous investigative authority.

By turing a blind eye to state statues of enforcement, the profession of Social Work continues to fall under the radar of accountability. I speak solely of the Child Welfare Industry.

This lack of oversight leads to billions of dollars of false federal claims, and this state does nothing but exclude a determination of Social Work classification of being a "learned profession".

There exists no databases for Department of Information Technology as it never properly implemented the Social Worker Support System of Child Protective Services (SWSS-CPS). Why and where are the federal monies? Monitoring should not be just placed on the deaths of children in the system. What about the other harms of children? The Department of Community Health regulates and oversees nothing. Justice Maura Corrigan must understand that she has embarked in an area that she is severely deficient in understanding, as she improperly discharges the duties of the Chief Justice Clifford Taylor.

The time has come to allow intelligence to enter into the equation of remedy of child welfare. Otherwise, the fiscal impact shall continue to go undocumented and passed onto the taxpayers of Michigan.

Social Work is not just licensed by statutes, but it is legitimized by established license fees.

Appropriating an increase in current haphazard "fragmented" oversight authority will cause an minor incremental fiscal impact, but the benefits that will be reaped in ending federal fraud will benefit the state in the long run.

One cannot pay enough for a positive functioning governmental reputation through accountability.

The state must include those individuals with sincere expertise in these discussions. Perhaps, I only speak for myself...

Beverly Tran
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2) What about Social Workers [by beverlytran on December 8, 2007]
MCL 450.222 does not enumerate, but may infer, that social work is a "learned profession". Why is this not learned profession not included? It would be the first time these public and private corporations of social work are held accountable under statutory legislation, that is not shrouded with an iron protective immunity covering of FOIA.

So, what about social work...or is this NOT a "learned profession"?

Beverly Tran
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3) Accountability in Child Welfare: Step One [by beverlytran on December 2, 2007]
I am elated to see mechanisms of accountability being implemented to protect citizens. As this is written, it may be easily applied to the privatized child welfare industry.

As a large number of private child welfare agencies are nonprofit, will the same accountability mechanisms be incorporated in the revision and amendment of the Nonprofit Corporation Act of 1982?

Beverly Tran
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