N.Y. Religious Corporations Law § 412: Merger and consolidation

§ 412. Merger and consolidation. A. (a) Two or more societies

incorporated under this article may enter into an agreement for

consolidation or merger. No such agreement shall be valid unless

approved by a vote of two-thirds of the members of each constituent

society present and voting at a meeting called for that purpose.

(b) Any such agreement of merger or consolidation shall contain all

the terms and conditions under which the constituent societies are to be

merged or consolidated.

(c) After approval of the agreement of merger or consolidation by the

members of the constituent societies, a certificate of merger or

consolidation, entitled "Certificate of Merger (or Consolidation) of

....... and ...... into ...... (names of societies) under section four

hundred twelve of the Religious Corporations Law" shall be signed and

verified in behalf of each constituent society and shall be filed in the

office of the county clerk in the county in which the certificate of

incorporation of each constituent society was originally filed. Such

certificate shall set forth:

(1) The agreement of merger or consolidation, and, in the case of

consolidation, any statement required to be in a certificate of

incorporation filed pursuant to section four hundred three of this

article which is not contained in such agreement.

(2) The date and place of filing of the certificate of incorporation

of each constituent society.

(3) A statement as to due compliance with the provisions of

sub-section (a) of this section as to approval of the agreement by the

members of the constituent societies.

(d) The merger or consolidation shall be effected upon the filing of

the certificate described in sub-section (c) above. When such merger or

consolidation has been effected:

(1) Such surviving or consolidated corporation shall thereafter, in

accordance with its certificate of incorporation as altered or

established by the merger or consolidation, possess all the powers of

each of the constituent societies.

(2) All the property of each of the constituent societies shall vest

in such surviving or consolidated society without further act or deed.

(3) The surviving or consolidated society shall assume and be liable

for all the obligations of each of the constituent societies. No

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

against any such society shall be released or impaired by such merger or

consolidation. Any action or proceeding then pending by or against any

such constituent society may be enforced, prosecuted, settled or

compromised as if such merger or consolidation had not occurred, or such

surviving of consolidated society may be substituted in such action or

special proceeding in place of any constituent society.

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

surviving society 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 society

under this article shall be its certificate of incorporation.

B. If a society, incorporated under this article, desires to

consolidate with a religious corporation organized under any other

article of this chapter, section thirteen of this chapter shall apply,

provided, however, that the Unitarian Universalist Association shall be

given notice of the petition to the supreme court made in this

connection, and shall have the privilege of appearing in the

proceedings, although its consent to the consolidation shall not be

required.