2023 New York Laws › RCO - Religious Corporations › Article 19 - Unitarian and Universalist Societies › 412 - Merger and Consolidation.

§  412.  Merger  and  consolidation.  A.  (a)  Two  or  more societies
incorporated  under  this  article  may  enter  into  an  agreement  for
consolidation  or  merger.  No  such  agreement  shall  be  valid unless
approved by a vote of two-thirds of  the  members  of  each  constituent
society present and voting at a meeting called for that purpose.
(b)  Any  such  agreement of merger or consolidation shall contain all
the terms and conditions under which the constituent societies are to be
merged or consolidated.
(c) After approval of the agreement of merger or consolidation by  the
members  of  the  constituent  societies,  a  certificate  of  merger or
consolidation, entitled "Certificate of  Merger  (or  Consolidation)  of
......  and  ......  into ...... (names of societies) under section four
hundred twelve of the Religious Corporations Law" shall  be  signed  and
verified in behalf of each constituent society and shall be filed in the
office  of  the  county  clerk in the county in which the certificate of
incorporation of each constituent society  was  originally  filed.  Such
certificate shall set forth:
(1)  The  agreement  of  merger  or consolidation, and, in the case of
consolidation,  any  statement  required  to  be  in  a  certificate  of
incorporation  filed  pursuant  to  section  four  hundred three of this
article which is not contained in such agreement.
(2) The date and place of filing of the certificate  of  incorporation
of each constituent society.
(3)   A  statement  as  to  due  compliance  with  the  provisions  of
sub-section (a) of this section as to approval of the agreement  by  the
members of the constituent societies.
(d)  The  merger or consolidation shall be effected upon the filing of
the certificate described in sub-section (c) above. When such merger  or
consolidation has been effected:
(1)  Such  surviving  or consolidated corporation shall thereafter, in
accordance  with  its  certificate  of  incorporation  as   altered   or
established  by  the  merger or consolidation, possess all the powers of
each of the constituent societies.
(2) All the property of each of the constituent societies  shall  vest
in such surviving or consolidated society without further act or deed.
(3)  The  surviving or consolidated society shall assume and be liable
for all the  obligations  of  each  of  the  constituent  societies.  No
obligation  due or to become due, claim or demand for any cause existing
against any such society shall be released or impaired by such merger or
consolidation. Any action or proceeding then pending by or  against  any
such  constituent  society  may  be  enforced,  prosecuted,  settled  or
compromised as if such merger or consolidation had not occurred, or such
surviving of consolidated society may be substituted in such  action  or
special proceeding in place of any constituent society.
(4)  In  the case of a merger, the certificate of incorporation of the
surviving society 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 society
under this article shall be its certificate of incorporation.
B.  If  a  society,  incorporated  under  this  article,  desires   to
consolidate  with  a  religious  corporation  organized  under any other
article of this chapter, section thirteen of this chapter  shall  apply,
provided,  however, that the Unitarian Universalist Association shall be
given notice  of  the  petition  to  the  supreme  court  made  in  this
connection,   and   shall   have  the  privilege  of  appearing  in  the

proceedings, although its consent to  the  consolidation  shall  not  be
required.