2023 New York Laws › NPC - Not-For-Profit Corporation › Article 9 - Merger or Consolidation › 907-B - Application for Approval of the Attorney General.

§ 907-b. Application for approval of the attorney general.
(a)  In  lieu  of  obtaining  an order approving the plan of merger or
consolidation  and  authorizing  the  filing  of  the  certificate,  the
corporation  may  alternatively  make  an  application  to  the attorney
general for approval, except where the attorney general, in his  or  her
discretion,  concludes  that  a  court should review the application and
make a determination thereon.
(b) The application to the attorney general shall be made by  all  the
constituent  corporations  jointly and shall set forth by affidavit: (i)
all of the information required to be  included  in  an  application  to
obtain  court  approval  pursuant  to  section  907-a  (Application  for
approval of the supreme court) of this article, (ii)  all  consents  and
approvals  required  by  section  909  (Consent  to filing), and (iii) a
statement as to whether any persons have raised, or  have  a  reasonable
basis  to  raise,  objections to the merger or consolidation that is the
subject of the application, including  a  statement  setting  forth  the
names and addresses of such persons, the nature of their interest, and a
description of their objections.
(c)  Upon  the filing of the application, the attorney general, in his
or her discretion, may direct that the constituent corporations  provide
notice  to such persons as may be interested, including any governmental
body or officer and any other person or body that is required either  to
give  consent  or  be notified under section 404 (Approvals, notices and
consents) of this article or 909 (Consent to filing)  of  this  article.
The  constituent  corporations shall provide the attorney general with a
certification that such notice has been provided.
(d) If any assets of any of the constituent corporations are held  for
a  charitable  purpose or are assets received for a specific purpose and
legally required to be used for a particular purpose,  but  not  upon  a
condition  requiring  return,  transfer  or  conveyance by reason of the
merger or consolidation,  the  attorney  general  may,  in  his  or  her
discretion,  direct  that  such assets be transferred or conveyed to the
surviving or consolidated corporation subject to such purpose or use.
(e)  If  the  attorney  general  shall  find  that  the  interests  of
non-consenting  members  are  or  may be substantially prejudiced by the
proposed merger or consolidation, the attorney general may disapprove of
the application or  may  condition  approval  of  the  application  upon
modification  of  the plan of merger or consolidation in accordance with
this chapter and any other law or rule.
(f) If it shall appear, to the satisfaction of the  attorney  general,
that  the  provisions  of this section have been complied with, and that
the interests of the constituent corporations and  the  public  interest
will  not  be  adversely  affected  by  the merger or consolidation, the
attorney general shall approve the merger  or  consolidation  upon  such
terms and conditions as it may prescribe.
(g)  The  approval  of  the  attorney  general shall be annexed to the
certificate of merger or consolidation.
(h) At any time, including if the attorney general  does  not  approve
the  application, or if the attorney general concludes that court review
is appropriate, the constituent corporations may seek court approval  on
notice  to  the  attorney general pursuant to section 907-a (Application
for approval of the supreme court) of this article.