N.Y. Not-for-Profit Corporation Law § 907-b: Application for approval of the attorney general

§ 907-b. Application for approval of the attorney general.

(a) In lieu of obtaining an order approving the plan of merger or

consolidation and authorizing the filing of the certificate, the

corporation may alternatively make an application to the attorney

general for approval, except where the attorney general, in his or her

discretion, concludes that a court should review the application and

make a determination thereon.

(b) The application to the attorney general shall be made by all the

constituent corporations jointly and shall set forth by affidavit: (i)

all of the information required to be included in an application to

obtain court approval pursuant to section 907-a (Application for

approval of the supreme court) of this article, (ii) all consents and

approvals required by section 909 (Consent to filing), and (iii) a

statement as to whether any persons have raised, or have a reasonable

basis to raise, objections to the merger or consolidation that is the

subject of the application, including a statement setting forth the

names and addresses of such persons, the nature of their interest, and a

description of their objections.

(c) Upon the filing of the application, the attorney general, in his

or her discretion, may direct that the constituent corporations provide

notice to such persons as may be interested, including any governmental

body or officer and any other person or body that is required either to

give consent or be notified under section 404 (Approvals, notices and

consents) of this article or 909 (Consent to filing) of this article.

The constituent corporations shall provide the attorney general with a

certification that such notice has been provided.

(d) If any assets of any of the constituent corporations are held for

a charitable purpose or are assets received for a specific purpose and

legally required to be used for a particular purpose, but not upon a

condition requiring return, transfer or conveyance by reason of the

merger or consolidation, the attorney general may, in his or her

discretion, direct that such assets be transferred or conveyed to the

surviving or consolidated corporation subject to such purpose or use.

(e) If the attorney general shall find that the interests of

non-consenting members are or may be substantially prejudiced by the

proposed merger or consolidation, the attorney general may disapprove of

the application or may condition approval of the application upon

modification of the plan of merger or consolidation in accordance with

this chapter and any other law or rule.

(f) If it shall appear, to the satisfaction of the attorney general,

that the provisions of this section have been complied with, and that

the interests of the constituent corporations and the public interest

will not be adversely affected by the merger or consolidation, the

attorney general shall approve the merger or consolidation upon such

terms and conditions as it may prescribe.

(g) The approval of the attorney general shall be annexed to the

certificate of merger or consolidation.

(h) At any time, including if the attorney general does not approve

the application, or if the attorney general concludes that court review

is appropriate, the constituent corporations may seek court approval on

notice to the attorney general pursuant to section 907-a (Application

for approval of the supreme court) of this article.