N.Y. Religious Corporations Law § 208: Consolidation

§ 208. Consolidation. Any two or more religious corporations of the

Jewish faith, incorporated under or by general or special laws, may

enter into an agreement for the consolidation or merger of such

corporations, setting forth the terms and conditions of consolidation,

the name of the proposed or surviving corporation, the number of its

trustees, the time of the annual election and the names of the persons

to be its trustees until the first or next annual meeting. Each

corporation may petition the supreme court for an order consolidating or

merging the corporations, setting forth the agreement for consolidation

or merger and a statement of its real property and of its liabilities.

Before the presentation of the petition to the court the agreement and

petition must be approved by two-thirds of the votes cast in person or

by proxy at a meeting of the members of each corporation called for the

purpose of considering the proposed consolidation or merger in the

manner prescribed by section six hundred five of the not-for-profit

corporation law. An affidavit by the president and the secretary of each

corporation stating that such approval has been given shall be annexed

to the petition. On presentation to the court of such petition and

agreement for consolidation or merger and on such notice as the court

may direct, the court after hearing all the parties interested desiring

to be heard, may make an order approving the consolidation or merger.

When such order is made and duly entered and a certified copy thereof

filed with the secretary of state and in the offices of the clerks of

the counties in which the certificates of incorporation of the several

constituent corporations were recorded, or if no such certificate was

recorded, then in the office of the clerk of the county in which the

principal place of worship of the new or surviving corporation is

intended to be situated, such corporations shall become one corporation

by the name designated in the order and the trustees named in the

agreement for consolidation or merger shall be the trustees of the

consolidated corporation.