N.Y. Education Law § 223: Consolidation or merger of corporations

§ 223. Consolidation or merger of corporations. Any two or more

corporations chartered under the powers of the regents or incorporated

under a special act of the legislature or under a general law for

purposes for which a charter may be granted by the regents may enter

into an agreement for the consolidation or merger of such corporations,

setting forth the terms and conditions of consolidation or merger, the

name of the proposed consolidated or merged corporation, the place or

places where the institution or institutions to be maintained is or are

to be located, the number of its directors, which may be five or more,

the time of the annual election and the names of the persons to be

directors until the first or next annual meeting.

The agreement must be approved by three-fourths of the trustees or

directors of such corporations at a meeting of the trustees or directors

of each corporation, separately and specially called for that purpose,

which approval, duly verified by the chairman and clerk of such meeting,

shall be annexed to the petition. On presentation of a petition,

together with the certificate of approval and the agreement for

consolidation or merger, and on such notice to interested parties as the

regents shall prescribe, and after hearing such interested parties as

desire to be heard, the regents may make and execute an order for the

consolidation or merger of the corporations on such terms and conditions

as the regents may prescribe. When such order is made, such corporations

shall become one corporation by the name designated in the order, and

shall be subject only to such duties and obligations as a corporation

formed under this chapter for the same purposes; and all the property

belonging to the corporations so consolidated or merged shall be vested

in and transferred to the new or surviving corporation, which shall be

subject to all the liabilities of the former corporations, to the same

extent as if they had been contracted or incurred by it. If any

corporation so consolidated or merged was incorporated under a special

act of the legislature or under a general law pursuant to which its

certificate of incorporation was filed with the department of state, the

regents shall deliver a certified copy of the order of consolidation or

merger to such department.