2023 New York Laws › NPC - Not-For-Profit Corporation › Article 9 - Merger or Consolidation › 907-A - Application for Approval of the Supreme Court.

§ 907-a. Application for approval of the supreme court.
(a)  Application  for  an  order  approving  the  plan  of  merger and
authorizing the filing of the certificate may be made  in  the  judicial
district  in which the principal office of the surviving or consolidated
corporation is to be located, or in which  the  office  of  one  of  the
domestic  constituent  corporations is located. The application shall be
made by all the constituent corporations jointly and shall set forth  by
affidavit:  (1)  the  plan  of merger or consolidation, (2) the approval
required by section 903 (Approval of plan) or paragraph (b)  of  section
906  (Merger  or  consolidation of domestic and foreign corporations) of
this article for each  constituent  corporation,  (3)  the  objects  and
purposes  of  each  such  corporation  to  be  promoted by the merger or
consolidation, (4) a statement of all property, and the manner in  which
it  is held, and of all liabilities and of the amount and sources of the
annual income of each such corporation, (5) whether  any  votes  against
adoption of the resolution approving the plan of merger or consolidation
were  cast  at  the  meeting at which the resolution was adopted by each
constituent corporation, and (6) facts showing that the consolidation is
authorized by the laws of the jurisdictions  under  which  each  of  the
constituent corporations is incorporated.
(b)  Upon the filing of the application the court shall fix a time for
hearing thereof and shall direct that notice thereof be  given  to  such
persons  as  may  be  interested,  including  the  attorney general, any
governmental body or officer and any other person or body whose  consent
or  approval  is  required  by  section  909 (Consent to filing) of this
article, in such form and manner as the court may prescribe. If no votes
against adoption of the resolution  approving  the  plan  of  merger  or
consolidation  were  cast  at  the  meeting  at which the resolution was
adopted by any constituent  corporation  the  court  may  dispense  with
notice  to  anyone except the attorney-general, any governmental body or
officer and any other person  or  body  whose  consent  or  approval  is
required  by section 909 (Consent to filing) of this article. Any person
interested may appear and show cause why the application should  not  be
granted.
(c)  If  the  court  shall  find  that any of the assets of any of the
constituent corporations are  held  for  a  charitable  purpose  or  are
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 court may, in its discretion, direct that
such assets be transferred or conveyed to the surviving or  consolidated
corporation  subject  to  such  purpose  or  use, or that such assets be
transferred or conveyed to the surviving or consolidated corporation  or
to  one  or more other domestic or foreign corporations or organizations
engaged in substantially similar activities, upon an express  trust  the
terms of which shall be approved by the court.
(d)  If  the  court  shall  find  that the interests of non-consenting
members are or may be substantially prejudiced by the proposed merger or
consolidation, the court  may  disapprove  the  plan  or  may  direct  a
modification thereof. In the event of a modification, if the court shall
find  that  the interests of any members may be substantially prejudiced
by the proposed merger or consolidation as  modified,  the  court  shall
direct that the modified plan be submitted to vote of the members of the
constituent  corporations,  or if the court shall find that there is not
such substantial  prejudice,  it  shall  approve  the  agreement  as  so
modified  without  further  approval  by the members. If the court, upon
directing a modification of the plan of merger or  consolidation,  shall
direct  that  a  further  approval  be  obtained  from  members  of  the
constituent corporations or any of them, such further approval shall  be

obtained  in  the  manner specified in section 903 (Approval of plan) or
paragraph (b) of section 906 (Merger or consolidation  of  domestic  and
foreign corporations) of this article.
(e)  If  it  shall  appear, to the satisfaction of the court, 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,  it  shall
approve the merger or consolidation upon such terms and conditions as it
may prescribe.
(f) A certified copy of such order shall be annexed to the certificate
of merger or consolidation.