N.Y. Not-for-Profit Corporation Law § 1506-d: Additional requirements for merger or consolidation of cemetery corporations in certain circumstances

§ 1506-d. Additional requirements for merger or consolidation of

cemetery corporations in certain circumstances. (a) A merger or

consolidation of cemetery corporations may be approved notwithstanding

that the surviving corporation or consolidated corporation will own land

that does not form one continuous tract or that exceeds two hundred

acres in the aggregate, but only with the recommendation of the cemetery

board. The cemeteries proposing such a merger or consolidation shall

first prove to the satisfaction of the cemetery board that:

(1) the plan of merger or consolidation is economically feasible and

financially responsible;

(2) the merger or consolidation does not harm the interests of each

cemetery corporation, their lot owners, the communities in which the

constituent cemeteries are located, or the state;

(3) the surviving or consolidated corporation will have the resources,

ability and commitment of directors and officers to ensure that all the

constituent cemeteries are properly operated and maintained, that they

will not fall into disrepair and dilapidation and become a burden upon

the community, that they will be operated for the mutual benefit of lot

owners, and that they will continue to serve the local communities in

which they are located;

(4) the municipalities which would be required to assume the care and

control of any part of the cemetery if the surviving or consolidated

cemetery corporation were to be abandoned have been notified of the

proposed merger or consolidation; and

(5) the plan of merger or consolidation submitted to the cemetery

board shall include the following:

(i) a description of the financial assets of each constituent cemetery

corporation demonstrating that the surviving or consolidated cemetery

will have sufficient financial resources to operate all locations

subsequent to merger or consolidation;

(ii) a proposal for management of financial assets of the surviving or

consolidated cemetery, including management of trust funds of the

constituent cemeteries;

(iii) a proposal for maintenance, storage and availability of all

corporate and cemetery records of the surviving or consolidated cemetery

including procedures for physical or remote access to such records by

persons entitled to access;

(iv) a proposal for maintenance, storage and availability of all

corporate and cemetery records relating to the constituent cemeteries,

including procedures for physical or remote access to such records by

persons entitled to access;

(v) a plan for maintenance and operation of all locations in an

equitable manner;

(vi) an agreement that contact information for the surviving or

consolidated cemetery will be posted at the entrance to each location of

the surviving or consolidated cemetery and on any website maintained by

it;

(vii) a proposal for the conduct of annual and special lot owner

meetings that permits lot owners who were lot owners of a constituent

cemetery to attend, actively participate in, and vote at such meetings

remotely; and

(viii) a proposal for providing notice to lot owners who were lot

owners of a constituent cemetery of the place, date and hour of the

annual and any special lot owner meetings in compliance with section six

hundred five of this chapter, and that also provides for: notice to be

published in a newspaper located in each county in which any constituent

cemetery was located, and notice to be prominently posted on the

homepage of any website maintained by the surviving or consolidated

cemetery.

(b) In addition to the requirements of section nine hundred three of

this chapter, lot owner approval of the plan of merger or consolidation

must meet these requirements:

(1) Notice of the meeting to lot owners by a constituent cemetery

corporation that will not be a surviving cemetery corporation may not be

served by publication, unless the constituent cemetery demonstrates that

notice by means other than publication would cause undue hardship;

(2) Additional notice of the meeting shall be conspicuously posted at

the cemetery at least sixty days prior to the meeting and shall provide

the name, telephone number and address of a person from whom a copy of

the plan of merger or consolidation may be obtained; and

(3) Additional notice of the meeting, along with the plan of merger or

consolidation or an outline of the material features of the plan, shall

be conspicuously posted, by each constituent corporation, on any website

it maintains or through which it conducts business.

(c) The cemetery board may adopt rules and regulations as are

necessary to carry out the purposes and provisions of this section.