New York § 412 - 412Merger and consolidation

§ 412. 412Merger 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.