N.Y. Religious Corporations Law § 15-b: Consolidation or merger of incorporated Presbyterian and Lutheran synods

§ 15-b. Consolidation or merger of incorporated Presbyterian and

Lutheran synods. 1. (a) Presbyterian. One or more foreign religious

synods and one or more domestic religious synods may merge into a single

religious corporation of this state, which shall be one of the

constituent corporations or may consolidate into a single religious

corporation of this state which shall be a new corporation to be formed

pursuant to the consolidation, if such merger or consolidation is

permitted by the laws of the jurisdiction under which each such foreign

religious corporation is incorporated.

(b) Lutheran. One or more foreign religious synods and one or more

domestic religious synods may merge into a single religious corporation

formed in this state or outside this state, which shall be one of the

constituent corporations or may consolidate into a single religious

corporation formed in this state or outside this state, which shall be a

new corporation to be formed pursuant to the consolidation, if such

merger or consolidation is permitted by the laws of the jurisdiction

under which each such foreign religious corporation is incorporated.

2. Whenever used in this section:

(a) "Constituent Corporation" means an existing foreign or domestic

religious corporation that is participating in the merger or

consolidation with one or more other foreign or domestic religious

corporations.

(b) "Surviving Corporation" means the constituent religious

corporation into which one or more other domestic or foreign constituent

religious corporations are merged.

(c) "Consolidated Corporation" means the new religious corporation in

which two or more foreign or domestic constituent religious corporations

are consolidated.

(d) "Synod" means (i) a foreign or domestic religious corporation

formed by the Presbyterian church that consists of ministers and ruling

elders of not fewer than three presbyteries within a specified

geographical region, or

(ii) a foreign or domestic religious corporation formed by the

Lutheran church under a religious corporations law or a not-for-profit

corporation law.

3. The constituent corporations shall enter into an agreement for the

consolidation or merger of such corporations. Said agreement shall set

forth the name of the proposed new corporation if a consolidation or the

name of the surviving corporation if a merger, the method of choosing

trustees, the names of the persons to be the first trustees of the new

corporation if a consolidation or of the surviving corporation if a

merger, and the date of the first annual corporate meeting if a

consolidation or of the annual corporate meeting if a merger.

4. Such agreement must be authorized and approved by a two-thirds vote

of the board of trustees or governing body of each domestic synod and in

the case of a foreign religious synod by such vote or approval as

required by the laws of the jurisdiction under which it is incorporated

at a meeting where a quorum is present, duly called in accordance with

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

Evangelical Lutheran Church in America, as applicable, and the notice of

such meeting shall state the purpose of the meeting.

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

or merger must be directed and approved by the General Assembly of the

Presbyterian Church (U.S.A.) or the Churchwide Assembly of the

Evangelical Lutheran Church in America.

6. Each synod, whether it be a foreign or a domestic religious

corporation, shall thereafter join in a petition to the supreme court

for an order consolidating or merging the constituent corporations. The

petition shall set forth the following: agreement of the contracting

synods; the direction and approval of the body as set forth in

subdivision five; a statement of all the assets and liabilities and the

sources of the annual income of each synod; a description of real

property and a description of any property held by such synod in trust

for specific purposes for property to be transferred and conveyed to the

consolidated or merged corporation. Where required by the law of the

state of incorporation of each constituent corporation, notice of the

hearing of such petition shall be given to the secretary of state of

this state and to the secretary of state of the state in which each

foreign religious corporation is incorporated in such manner as the

court may prescribe, and the court may, in its discretion, direct that

notice of the hearing of such petition to the other parties interested

therein shall be given in such manner as the court may prescribe.

7. 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 foreign and domestic synods on the terms of such agreement and such

other terms and conditions as it may prescribe, specifying the name of

the new corporation, if a consolidation, or the name of the surviving

corporation, if a merger, the names of the first trustees thereof, if a

new corporation is to be created, and the method by which their

successors shall be chosen, the date of the first annual corporate

meeting, if a consolidation, or the date of the annual corporate

meeting, if a merger, and the court may authorize the filing of a

certificate of consolidation or merger of the religious corporations

with the secretary of state for the consolidated or merged religious

corporation.

8. After approval of the petition and when such order is made and duly

entered by the court, a certificate of consolidation or merger, entitled

"Certificate of consolidation (or merger) of .......... and ..........

into (name of religious corporation) under section fifteen-b of the

'Religious Corporations Law'", shall be signed and verified on behalf of

each constituent corporation and delivered to the county clerk in which

the principal office of said consolidated or merged corporation is or is

intended to be situated and shall be filed and recorded in the office of

the clerk of said county. If there is no such principal office or there

is none intended to be, the certificate of consolidation or merger shall

be filed and recorded in the office of the secretary of state. It shall

set forth:

(a) The date when the certificate of incorporation of each constituent

domestic corporation was filed by the department of state, or, in the

case of constituent domestic corporations created by special law, the

chapter number and year of passage of such law. In the case of each

constituent foreign corporation, the certificate shall set forth the

jurisdiction and date of its incorporation.

(b) A certified copy of the order from the Supreme Court authorizing

and approving the merger or consolidation of the foreign and domestic

religious corporations.

(c) 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

and purposes of the surviving or consolidated corporation.

(d) A description of the membership, officers, and trustees, including

their number, classification, and voting rights, if any.

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

certificate of incorporation of the surviving corporation to be

effectuated by such merger; in case of consolidation, all statements

required to be included in a certificate of incorporation for a

religious corporation, except statements as to facts not available at

the time the agreement of consolidation is adopted.

(f) The effective date of the merger or consolidation, if other than

the date of filing of the certificate of merger or consolidation by the

department of state.

(g) The manner in which the merger or consolidation was authorized

with respect to each constituent religious corporation.

9. The surviving or consolidated corporation shall thereafter cause a

copy of such certificate certified by the clerk of the county or the

secretary of state, as the case may be, in whose office the certificate

of merger or consolidation is filed and recorded, to be filed in the

office of the clerk of each county in which the office of a constituent

domestic corporation, other than the surviving corporation, is located,

in the office of the secretary of state of the jurisdiction where each

one of the constitutent foreign corporations is incorporated, and in the

office of the official who is the recording officer of each county in

this state and in foreign states in which real property of a constituent

corporation, other than the surviving corporation, is situated.

10. Upon the filing of the certificate of merger or consolidation as

aforesaid or on such date subsequent thereto, not to exceed thirty days,

as shall be set forth in such certificate, the merger or consolidation

shall be effected. When such merger or consolidation has been effected:

(a) Such surviving or consolidated religious corporation shall

thereafter, consistently with its certificate of incorporation as

altered or established by the merger or consolidation, possess all the

rights, privileges, immunities, powers and purposes of each of the

constituent religious corporations.

(b) All the property, real and personal, including causes of action

and every other asset of each of the constituent religious corporations,

shall vest in such surviving or consolidated religious corporation

without further act or deed. Except as the court may otherwise direct,

as provided in section 8-1.1 of the Estates, Powers and Trusts Law, any

disposition made in the Will of a person dying domiciled in this state

or in any other instrument executed under the laws of this state, taking

effect after such consolidation, to or for any of the constituent

religious corporations shall inure to the benefit of the surviving or

consolidated religious corporation. So far as is necessary for that

purpose, or for the purpose of a like result with respect to a

disposition governed by the law of any other jurisdiction, the existence

of each constituent religious corporation shall be deemed to continue in

and through the surviving or consolidated religious corporation.

(c) The surviving or consolidated religious corporation shall assume

and be liable for all the liabilities, obligations and penalties of each

of the constituent religious corporations. No liability or obligation

due or to become due, claim or demand for any cause existing against any

such corporation, or any member, officer or trustee thereof, shall be

released or impaired by such merger or consolidation. No action or

proceeding, whether civil or criminal, then pending by or against any

such constituent corporation, or any member, officer or trustee thereof,

shall abate or be discontinued by such merger or consolidation, but may

be enforced, prosecuted, settled or comprised as if such merger or

consolidation had not occurred, or such surviving or consolidated

corporation may be substituted in such action or special proceeding in

place of any constituent corporation.

(d) In the case of a merger, the certificate of incorporation of the

surviving corporation shall be automatically amended to the extent, if

any, that changes in its certificate of incorporation are set forth in

the plan of merger; and, in the case of a consolidation, the statements

set forth in the certificate of consolidation and which are required or

permitted to be set forth in a certificate of incorporation of a

religious corporation formed under this section shall be its certificate

of incorporation.

11. Such consolidated or merged synod shall have all the powers and

responsibilities conferred upon synods by the constitution and form of

government of the Presbyterian Church (U.S.A.) or the Evangelical

Lutheran Church in America.

12. This section shall apply to consolidation or merger of

incorporated foreign and domestic presbyteries as described in section

fifteen-a of this chapter.

13. Such consolidated or merged synod may, at a meeting thereof, duly

held, determine that its board of trustees and its mission council be

merged into a unicameral board which shall be known as the synod mission

council, and that the membership of such unicameral board consist of not

less than fifteen members but shall not be restricted as to the maximum

number of members.