2006 New York Code - 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.