2023 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.