N.Y. Religious Corporations Law § 15-a: Consolidation of incorporated presbyteries

§ 15-a. Consolidation of incorporated presbyteries. 1. Two or more

incorporated presbyteries may enter into an agreement for the

consolidation or merger of such corporations and such corporations may

be consolidated or merged so as to form a single corporation which may

be either a new corporation or one of the constituent corporations. Said

agreement shall set forth the name of the proposed new corporation or

the name of the existing corporation if it is to become the consolidated

or merged corporation, the method of choosing trustees, the names of the

persons to be the first trustees of the new corporation if the

consolidated or merged corporation is to be a new corporation and the

date of the first annual corporate meeting.

2. Such agreement must be authorized and approved by a majority vote

of the members of each contracting presbytery taken at a meeting at

which a quorum is present duly called in accordance with the form of

government of the Presbyterian Church (U.S.A.) and the notice of such

meeting shall state the purpose of the meeting.

3. Before such agreement is approved as aforesaid, such consolidation

or merger must be directed and approved by the Synod of the Northeast

and the General Assembly of the Presbyterian Church (U.S.A.).

4. Each presbytery shall thereafter join in a petition to the supreme

court for an order consolidating or merging the corporation, setting

forth the agreement of the contracting presbyteries, the direction and

approval of the bodies as set forth in subdivision three of this

section, a statement of all the property and liabilities and the sources

of the annual income of each presbytery and a description of any

property held by such presbyteries in trust for specific purposes. 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 as it

may prescribe.

5. 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 presbyteries on the terms of such agreement and such other terms and

conditions as it may prescribe, specifying the name of the new

corporation or the name the continuing corporation will have if one of

the constituent corporations is to become the consolidated or merged

corporation, the first trustees thereof if a new corporation is to be

created and the method by which their successors shall be chosen and the

date of the first annual corporate meeting if a new corporation is to be

created.

6. When such order is made and duly entered, the persons constituting

such corporate presbyteries shall become one incorporated consolidated

or merged presbytery by, and said petitioning presbyteries shall become

consolidated or merged under, the name designated in the order, and the

trustees therein named, if it is a new corporation, shall be the first

trustees thereof, and if it is a new corporation the 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/or

transferred to the new corporation as effectually as they were vested in

or belonging to the former corporations, and the new or continuing

corporations 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

corporation.

7. The order or a certified copy thereof 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 constituent

presbytery was recorded.

8. Such consolidated or merged presbytery shall have all the powers

and responsibilities conferred upon presbyteries by the constitution and

form of government of the Presbyterian Church (U.S.A.).