NY Rel Corps L § 15-B (2021)
2021 New York Laws RCO - Religious Corporations Article 2 - General Provisions 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.