N.Y. Religious Corporations Law § 13: Consolidation or merger of incorporated churches

§ 13. Consolidation or merger of incorporated churches. Two or more

incorporated churches may enter into an agreement, under their

respective corporate seals, for the consolidation or merger of such

corporations, setting forth the name of the proposed new corporation or

surviving corporation, the denomination, if any, to which it is to

belong, and if the churches of such denomination have more than one

method of choosing trustees, by which of such methods the trustees are

to be chosen, the number of such trustees, the names of the persons to

be the first trustees of the new corporation, and the date of its first

annual corporate meeting. Such an agreement shall not be valid for

United Methodist churches unless proposed by a majority vote of the

charge conference of each church and approved by the superintendent or

superintendents of the district or districts in which the consolidating

churches are located, and by the majority of the members of each of such

churches, over the age of twenty-one years, present and voting at a

meeting thereof held in the usual place of public worship and called for

the purpose of considering such agreement by announcement made at public

service in such churches on two Sundays, the first not less than ten

days next preceding the date of such meeting. Such agreement shall not

be valid unless approved in the case of Protestant Episcopal churches by

the bishop and standing committee of the diocese in which such churches

are situated and in the case of churches of other denominations by the

governing body of the denomination, if any, to which each church

belongs, having jurisdiction over such church. Each corporation shall

thereupon make a separate petition to the supreme court for an order

consolidating or merging the corporations, setting forth the

denomination, if any, to which the church belongs, that the consent of

the governing body to the consolidation or merger, if any, of that

denomination having jurisdiction over such church has been obtained, the

agreement therefor, and a statement of all the property and liabilities

and the amount and sources of the annual income of such petitioning

corporation. In its discretion the court may direct that notice of the

hearing of such petition be given to the parties interested therein in

such manner and for such time as it may prescribe. After hearing all the

parties interested, present and desiring to be heard, the court may make

an order for the consolidation or merger of the corporations on the

terms of such agreement and such other terms and conditions as it may

prescribe, specifying the name of such new or surviving corporation and

the trustees thereof, and the method by which their successors shall be

chosen and the date of its first or next annual corporate meeting. When

such order is made and duly entered, the persons constituting such

consolidated or merged corporations shall be or become an incorporated

church by, and said petitioning churches shall become consolidated or

merged under, the name designated in the order, and the trustees therein

named shall be the trustees thereof, and the future trustees thereof

shall be chosen by the method therein designated, and all the estate,

rights, powers and property of whatsoever nature belonging to either

corporation shall without further act or deed be vested in and

transferred to the new or surviving corporation as effectually as they

were vested in or belonging to the former corporations; and the said new

or surviving corporation shall be liable for all the debts and

liabilities of the former corporations in the same manner and as

effectually as if said debts or liabilities had been contracted or

incurred by the new or surviving corporation. A certified copy of such

order shall be recorded in the book for recording certificates of

incorporation in each county clerk's office in which the certificate of

incorporation of each consolidating or merging church was recorded; or

if no such certificate was so recorded, then in the clerk's office of

the county in which the principal place of worship or principal office

of the new or surviving corporation is, or is intended to be, situated.