N.Y. Relig. Corp. Law § 13

Current through 2021 NY Law Chapter 429
Section 13 - Consolidation or merger of incorporated churches

Two or more incorporated churches may enter into an agreement, under their respective corporate seals, for the consolidation or merger of such corporations, setting forth the name of the proposed new corporation or surviving corporation, the denomination, if any, to which it is to belong, and if the churches of such denomination have more than one method of choosing trustees, by which of such methods the trustees are to be chosen, the number of such trustees, the names of the persons to be the first trustees of the new corporation, and the date of its first annual corporate meeting. Such an agreement shall not be valid for United Methodist churches unless proposed by a majority vote of the charge conference of each church and approved by the superintendent or superintendents of the district or districts in which the consolidating churches are located, and by the majority of the members of each of such churches, over the age of twenty-one years, present and voting at a meeting thereof held in the usual place of public worship and called for the purpose of considering such agreement by announcement made at public service in such churches on two Sundays, the first not less than ten days next preceding the date of such meeting. Such agreement shall not be valid unless approved in the case of Protestant Episcopal churches by the bishop and standing committee of the diocese in which such churches are situated and in the case of churches of other denominations by the governing body of the denomination, if any, to which each church belongs, having jurisdiction over such church. Each corporation shall thereupon make a separate petition to the supreme court for an order consolidating or merging the corporations, setting forth the denomination, if any, to which the church belongs, that the consent of the governing body to the consolidation or merger, if any, of that denomination having jurisdiction over such church has been obtained, the agreement therefor, and a statement of all the property and liabilities and the amount and sources of the annual income of such petitioning corporation. In its discretion the court may direct that notice of the hearing of such petition be given to the parties interested therein in such manner and for such time as it may prescribe. 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 corporations on the terms of such agreement and such other terms and conditions as it may prescribe, specifying the name of such new or surviving corporation and the trustees thereof, and the method by which their successors shall be chosen and the date of its first or next annual corporate meeting. When such order is made and duly entered, the persons constituting such consolidated or merged corporations shall be or become an incorporated church by, and said petitioning churches shall become consolidated or merged under, the name designated in the order, and the trustees therein named shall be the trustees thereof, and the future trustees thereof shall be chosen by the method therein designated, and all the estate, rights, powers and property of whatsoever nature belonging to either corporation shall without further act or deed be vested in and transferred to the new or surviving corporation as effectually as they were vested in or belonging to the former corporations; and the said new or surviving corporation shall be liable for all the debts and liabilities of the former corporations in the same manner and as effectually as if said debts or liabilities had been contracted or incurred by the new or surviving corporation. A certified copy of such order shall be recorded in the book for recording certificates of incorporation in each county clerk's office in which the certificate of incorporation of each consolidating or merging church was recorded; or if no such certificate was so recorded, then in the clerk's office of the county in which the principal place of worship or principal office of the new or surviving corporation is, or is intended to be, situated.

N.Y. Relig. Corp. Law § 13

Amended by New York Laws 2013, ch. 549,Sec. 24, eff. 7/1/2014.