N.Y. Not-for-Profit Corporation Law § 902: Plan of merger or consolidation

§ 902. Plan of merger or consolidation.

(a) The board of each corporation proposing to participate in a merger

or consolidation under section 901 (Power of merger or consolidation)

shall adopt, by a vote of two-thirds of the directors present at the

time of the vote, if a quorum is present at that time, or by a vote of

the number of directors required under the certificate of incorporation,

by-laws, this chapter and any other applicable law, a plan of merger or

consolidation, setting forth:

(1) The name of each constituent corporation and if the name of any of

them has been changed, the name under which it was formed, and the name

of the surviving corporation, or the name or the method of determining

it, of the consolidated corporation.

(2) As to each constituent corporation, a description of the

membership and holders of any certificates evidencing capital

contributions or subventions, including their number, classification,

and voting rights, if any.

(3) The terms and conditions of the proposed merger or consolidation,

including the manner and basis of converting membership or other

interest in each constituent corporation into membership or other

interest in the surviving or consolidated corporation, or the cash or

other consideration to be paid or delivered in exchange for membership

or other interest in each constituent corporation, or a combination

thereof.

(4) In case of merger, a statement of any amendments or changes in the

certificate of incorporation of the surviving corporation to be effected

by such merger; in case of consolidation, all statements required to be

included in a certificate of incorporation for a corporation formed

under this chapter, except statements as to facts not available at the

time the plan of consolidation is adopted by the board.

(5) In case of a merger or consolidation under section 906 (Merger or

consolidation of domestic and foreign corporations), a statement of any

agreements required by subparagraph (2) (D) of paragraph (d) thereof.