N.Y. Religious Corporations Law § 15-B – Consolidation or merger of incorporated Presbyterian and Lutheran synods

1.
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.
2. (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:
1. (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.
2. (b) "Surviving Corporation" means the constituent religious corporation into which one or more other domestic or foreign constituent religious corporations are merged.
3. (c) "Consolidated Corporation" means the new religious corporation in which two or more foreign or domestic constituent religious corporations are consolidated.
4. (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
5. (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:
1. (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.
2. (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.
3. (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.
4. (d) A description of the membership, officers, and trustees, including their number, classification, and voting rights, if any.
5. (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.
6. (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.
7. (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:
1. (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.
2. (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.
3. (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.
4. (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.