S T A T E   O F   N E W   Y O R K
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                                  4470

                       2009-2010 Regular Sessions

                          I N  A S S E M B L Y

                            February 4, 2009
                               ___________

Introduced  by M. of A. BRODSKY -- read once and referred to the Commit-
  tee on Corporations, Authorities and Commissions

AN ACT to amend the religious corporations law, in relation to providing
  a means of incorporation for churches affiliated with the Elim Fellow-
  ship

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  The religious corporations law is amended by adding a new
article 22 to read as follows:
                               ARTICLE 22
          ELIM FELLOWSHIP, AFFILIATED AND INDEPENDENT CHURCHES
SECTION 460.   APPLICATION.
        461.   APPROVAL FOR INCORPORATION.
        462.   QUALIFICATION OF VOTERS.
        463.   NOTICE OF MEETING FOR INCORPORATION.
        464.   MEETING FOR INCORPORATION.
        465.   CHURCH GOVERNANCE.
        466.   CERTIFICATE OF INCORPORATION.
        467.   REINCORPORATION OF PRESENT INCORPORATED CHURCHES.
        468.   TIME, PLACE AND NOTICE OF CORPORATE MEETINGS.
        469.   CORPORATE MEETINGS.
        470. OWNERSHIP OF PROPERTY.
        471. RIGHT OF AFFILIATION AND SELF-GOVERNMENT.
  S 460. APPLICATION. 1. THIS  ARTICLE  APPLIES  TO  ANY  UNINCORPORATED
CHURCH  AFFILIATED WITH ELIM FELLOWSHIP, INC. WITH HEADQUARTERS AT LIMA,
NEW YORK, AND TO ANY HERETOFORE INCORPORATED CHURCH OR BODY,  SO  AFFIL-
IATED,  WHICH  DESIRES TO REINCORPORATE PURSUANT TO THIS ARTICLE.  INDE-
PENDENT CHURCHES MAY INCORPORATE OR REINCORPORATE UNDER THIS ARTICLE  IN
THE  MANNER PROVIDED IN SECTIONS FOUR HUNDRED SIXTY-ONE AND FOUR HUNDRED
SIXTY-SEVEN OF THIS ARTICLE, AND ALL  THE  PROVISIONS  OF  THIS  ARTICLE
SHALL APPLY TO SUCH CHURCHES AS THE CONTEXT REQUIRES.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD08257-01-9
              

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  2.  NOTHING HEREINAFTER PROVIDED SHALL PREVENT OR PROHIBIT ANY HERETO-
FORE INCORPORATED CHURCH OR BODY, AFFILIATED WITH ELIM FELLOWSHIP,  INC.
FROM  MAINTAINING  AND  CONTINUING THE RELATIONSHIP WHICH SUCH CHURCH OR
BODY ENJOYED AT THE TIME OF THE EFFECTIVE DATE OF  THIS  ARTICLE  SHOULD
SUCH  CHURCH  OR  BODY  DETERMINE  NOT TO REINCORPORATE PURSUANT TO THIS
ARTICLE.
  S 461. APPROVAL FOR INCORPORATION. ANY UNINCORPORATED  CHURCH  OR  ANY
HERETOFORE INCORPORATED CHURCH WISHING TO INCORPORATE UNDER THIS ARTICLE
SHALL  FIRST APPLY TO THE GENERAL SECRETARY OF ELIM FELLOWSHIP, INC. FOR
APPROVAL. THE CERTIFICATE OF INCORPORATION SHALL REFERENCE SUCH  WRITTEN
APPROVAL.
  S  462.  QUALIFICATION  OF VOTERS. THE FOLLOWING PARTIES AND NO OTHERS
SHALL BE QUALIFIED VOTERS FOR  ALL  PURPOSES  UNDER  THIS  ARTICLE:  ALL
PERSONS  EIGHTEEN YEARS OF AGE OR OVER WHO ARE MEMBERS IN GOOD AND REGU-
LAR STANDING OF THE CHURCH OR BODY BY ADMISSION INTO  MEMBERSHIP  THERE-
WITH,  IN  ACCORDANCE  WITH  THE  STANDARDS  FOR MEMBERSHIP IN THE LOCAL
CHURCH AS DETERMINED BY THE LOCAL CHURCH ITSELF.
  S 463. NOTICE OF MEETING FOR INCORPORATION. NOTICE OF  A  MEETING  FOR
THE  PURPOSE OF INCORPORATING AN UNINCORPORATED CHURCH SHALL BE GIVEN AS
FOLLOWS:
  1. THE NOTICE SHALL BE IN WRITING AND SHALL STATE, IN SUBSTANCE,  THAT
A  MEETING OF SUCH UNINCORPORATED CHURCH WILL BE HELD AT ITS USUAL PLACE
OF WORSHIP AT A SPECIFIED DAY AND HOUR FOR THE PURPOSE OF  INCORPORATING
SUCH  CHURCH  AND  ELECTING  THREE  OR  MORE TRUSTEES, BUT NOT TO EXCEED
FIFTEEN.
  2. THE NOTICE MUST BE SIGNED BY AT LEAST SIX QUALIFIED VOTERS. A  COPY
OF  SUCH  NOTICE  SHALL  BE PUBLICLY READ AT EACH OF THE TWO CONSECUTIVE
SUNDAY MORNINGS, OR MAIN WORSHIP SERVICES, OF SUCH UNINCORPORATED CHURCH
PRECEDING THE MEETING TO INCORPORATE, BY THE MINISTER OF SUCH CHURCH, OR
IF NONE, BY THE CHURCH MEMBER WHO HAS BEEN DESIGNATED BY THE  MEMBERSHIP
OR  OTHER  AUTHORIZED  BODY OF THE CHURCH TO CONDUCT THE WORSHIP SERVICE
THAT DAY (THE "OFFICIATING MINISTER"); AND AT LEAST FIFTEEN DAYS  BEFORE
THE  MEETING FOR INCORPORATION, A COPY OF SUCH NOTICE SHALL BE POSTED AT
THE PLACE OF WORSHIP.
  S 464. MEETING FOR INCORPORATION. 1. AT THE MEETING FOR  INCORPORATION
HELD  IN PURSUANCE OF SUCH NOTICE, ONLY QUALIFIED VOTERS SHALL BE ELIGI-
BLE TO VOTE.
  2. THE PRESENCE OF ONE-THIRD OF THE QUALIFIED VOTERS OR SIX  QUALIFIED
VOTERS,  WHICHEVER  NUMBER IS HIGHER, SHALL BE NECESSARY TO CONSTITUTE A
QUORUM OF SUCH MEETING. THE ACTION OF THE MEETING  UPON  ANY  MATTER  OR
QUESTION SHALL BE DECIDED BY A MAJORITY OF THE QUALIFIED VOTERS PRESENT.
  3.  THE  MINISTER OF THE CHURCH, OR IF NONE, THE OFFICIATING MINISTER,
SHALL ACT AS PRESIDING  OFFICER  OF  THE  MEETING  TO  INCORPORATE.  THE
PRESIDING OFFICER SHALL CALL THE MEETING TO ORDER AND SHALL BE THE JUDGE
OF THE QUALIFICATION OF VOTERS.
  4.  SUCH  MEETING  SHALL  DECIDE BY BALLOT WHETHER THE CHURCH SHALL BE
INCORPORATED, THE NAME OF THE PROPOSED CORPORATION,  THE  NAMES  OF  THE
INITIAL TRUSTEES, AND THE DATE, NOT MORE THAN FIFTEEN MONTHS THEREAFTER,
ON WHICH THE FIRST ANNUAL ELECTION OR AFFIRMATION OF THE TRUSTEES THERE-
OF  AFTER  SUCH  MEETING  SHALL  BE HELD. THE TRUSTEES SHALL HOLD OFFICE
UNTIL THEIR SUCCESSORS ARE ELECTED OR AFFIRMED.
  5. AT THE MEETING FOR INCORPORATION A CONSTITUTION AND  BY-LAWS  SHALL
BE  ADOPTED SETTING FORTH A FORM OF CHURCH GOVERNANCE THAT IS CONSISTENT
WITH SECTION FOUR HUNDRED SIXTY-FIVE OF THIS ARTICLE.
  S 465. CHURCH GOVERNANCE. 1. A CHURCH INCORPORATED UNDER THIS  SECTION
SHALL  PROVIDE  IN ITS CERTIFICATE OF INCORPORATION OR BY-LAWS FOR TRUS-

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TEES TO BE ELECTED OR APPOINTED AT LARGE, OR BY VIRTUE OF THEIR  OFFICE.
THERE  SHALL  BE A MINIMUM OF THREE TRUSTEES. TO THE EXTENT PRACTICABLE,
TERMS OF OFFICE SHALL BE FOR THREE YEARS AND STAGGERED.   TERMS  MAY  BE
CONSECUTIVE.
  2. PROVISION SHALL ALSO BE MADE IN ITS CERTIFICATE OF INCORPORATION OR
BY-LAWS  FOR  OFFICERS  OF THE CORPORATION TO BE ELECTED OR APPOINTED AT
LARGE OR BY VIRTUE OF THEIR OFFICE. NORMALLY, THE  SENIOR  PASTOR  WOULD
SERVE  AS  PRESIDENT.  THE PRESIDENT AND SECRETARY SHALL NOT BE THE SAME
PERSON. TO THE EXTENT PRACTICABLE, TERMS OF OFFICE SHALL  BE  FOR  THREE
YEARS AND STAGGERED. TERMS MAY BE CONSECUTIVE.
  3. PROVISION SHALL ALSO BE MADE IN ITS CERTIFICATE OF INCORPORATION OR
BY-LAWS  FOR  SPIRITUAL OVERSIGHT OF THE CHURCH BY AN ELDERSHIP BOARD, A
BOARD OF PRESBYTERS, A SENIOR PASTOR OR SOME COMBINATION OF  THE  ABOVE.
TERMS  OF OFFICE MAY BE DEFINITE OR INDEFINITE AS THE BY-LAWS MAY SPECI-
FY.
  4. PROVISION SHALL ALSO BE MADE IN ITS CERTIFICATE OF INCORPORATION OR
BY-LAWS FOR PERIODIC AFFIRMATION OF APPOINTIVE POSITIONS BY A DESIGNATED
BODY OR BOARD.
  S 466. CERTIFICATE OF INCORPORATION. 1. IF AT THE MEETING FOR INCORPO-
RATION IT SHALL BE DECIDED THAT SUCH UNINCORPORATED CHURCH SHALL  BECOME
INCORPORATED,  THE PRESIDING OFFICER OF THE MEETING AND TWO OTHERS SHALL
EXECUTE AND ACKNOWLEDGE A CERTIFICATE OF INCORPORATION, IN  WHICH  SHALL
BE  STATED  THE  NAME  OR TITLE BY WHICH SUCH BODY SHALL BE KNOWN IN THE
LAW; THE PURPOSE OF ITS ORGANIZATION; THE NAMES  AND  ADDRESSES  OF  THE
INITIAL  TRUSTEES, THE COUNTY, TOWN OR CITY IN WHICH ITS PRINCIPAL PLACE
OF WORSHIP IS OR IS INTENDED TO BE LOCATED; AND  A  STATEMENT  THAT  THE
CHURCH IS IN AFFILIATION WITH ELIM FELLOWSHIP, INC.
  2.  THE  CERTIFICATE  OF  INCORPORATION  SHALL  REFERENCE  THE WRITTEN
APPROVAL OF ELIM FELLOWSHIP, INC. TO ITS INCORPORATION PURSUANT TO  THIS
ARTICLE  AND SHALL FURTHER CONTAIN A DISSOLUTION CLAUSE IN FAVOR OF ELIM
FELLOWSHIP, INC., OR ITS SUCCESSORS, PROVIDED ELIM FELLOWSHIP,  INC.  IS
THEN  IN  EXISTENCE  AND IS AN ORGANIZATION THAT QUALIFIES UNDER SECTION
501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
  3. ON FILING SUCH CERTIFICATE IN THE OFFICE OF THE COUNTY CLERK OF THE
COUNTY IN WHICH THE PRINCIPAL OFFICE OR PLACE OF WORSHIP OF  THE  CORPO-
RATION  IS  OR  IS INTENDED TO BE LOCATED, SUCH CHURCH SHALL BE A CORPO-
RATION BY THE NAME STATED IN THE CERTIFICATE OF INCORPORATION.
  S 467. REINCORPORATION OF PRESENT INCORPORATED CHURCHES. 1. ANY CHURCH
HERETOFORE INCORPORATED MAY, SUBJECT TO RESTRICTIONS AND LIMITATIONS  OF
EXISTING  LAWS,  REINCORPORATE  UNDER THE PROVISIONS OF THIS ARTICLE, BY
FILING IN THE COUNTY CLERK'S OFFICE IN THE COUNTY IN WHICH ITS PRINCIPAL
PLACE OF WORSHIP IS LOCATED, A CERTIFICATE, SIGNED AND  ACKNOWLEDGED  BY
THE  GENERAL SECRETARY OF ELIM FELLOWSHIP, INC., AND SIGNED AND ACKNOWL-
EDGED BY ALL THE TRUSTEES OF SAID CHURCH IN OFFICE AT THE TIME  OF  SUCH
REINCORPORATION,  SETTING  FORTH THAT THE SAID CHURCH BY A MAJORITY VOTE
OF THE MEMBERS PRESENT AT A DULY CALLED MEETING OF  THE  MEMBERSHIP,  AS
DETERMINED  BY THE BY-LAWS OF THE EXISTING CORPORATION, DESIRES TO REIN-
CORPORATE UNDER THE PROVISIONS OF THIS ARTICLE. SUCH  CERTIFICATE  SHALL
SET  FORTH  THOSE  ITEMS  SPECIFIED IN SECTION FOUR HUNDRED SIXTY-SIX OF
THIS ARTICLE.
  2. THE REINCORPORATED CORPORATION SHALL BE DEEMED  A  CONTINUATION  OF
THE  PREVIOUSLY ORGANIZED CORPORATION, BUT THEREAFTER IT SHALL HAVE ONLY
SUCH RIGHTS AND POWERS AND BE SUBJECT ONLY TO SUCH  OBLIGATIONS  AS  ANY
CORPORATION  CREATED  UNDER  THIS  ARTICLE,  PROVIDED, HOWEVER, THAT ALL
PROPERTY RIGHTS AND LIABILITIES OF THE PREVIOUSLY ORGANIZED  CORPORATION
SHALL  BE  VESTED  IN AND ASSUMED BY THE REINCORPORATED CORPORATION. THE

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CORPORATE BY-LAWS AND OFFICERS OF THE REINCORPORATED  CORPORATION  SHALL
BE  THE  SAME  AS THOSE OF ITS PREDECESSOR UNTIL CHANGED PURSUANT TO THE
SAID BY-LAWS, PROVIDED THEY CONFORM TO THE PROVISIONS  OF  SECTION  FOUR
HUNDRED SIXTY-FIVE OF THIS ARTICLE.
  S  468.  TIME,  PLACE AND NOTICE OF CORPORATE MEETINGS. 1. THE BY-LAWS
SHALL MAKE PROVISION FOR AN ANNUAL  CORPORATE  MEETING  AND  FOR  GIVING
APPROPRIATE  NOTICE  TO EACH VOTING MEMBER OF THE DATE AND PLACE OF EACH
SUCH MEETING.
  2. NOTICES OF ANY SPECIAL MEETING SHALL STATE THE PURPOSE OR  PURPOSES
FOR  WHICH  THE MEETING IS CALLED AND NO BUSINESS SHALL BE TRANSACTED AT
SUCH SPECIAL MEETING EXCEPT THAT CONTAINED IN SUCH NOTICE.
  S 469. CORPORATE MEETINGS. 1. EACH CHURCH SHALL DETERMINE THE REQUIRE-
MENTS FOR A QUORUM IN THEIR BY-LAWS THAT SHALL NOT EXCEED FIFTY  PERCENT
OF THE MEMBERS.
  2.  THE  ACTION  OF  THE  MEETING UPON ANY MATTER OR QUESTION SHALL BE
DECIDED IN A MANNER PROVIDED BY THE BY-LAWS.
  3. THE PRESIDING OFFICER OF ANY MEETING SHALL BE THE SENIOR PASTOR  OF
THE  CHURCH  OR  IF  NONE,  AS  SHALL BE SET FORTH IN THE BY-LAWS OF THE
CHURCH.
  S 470. OWNERSHIP OF PROPERTY. 1. THE TRUSTEES OF EVERY  SUCH  INCORPO-
RATED OR REINCORPORATED CHURCH SHALL HAVE THE CUSTODY AND CONTROL OF ALL
THE REAL AND PERSONAL PROPERTY BELONGING TO THE CORPORATION, EXCEPT IF A
CHURCH  SHALL  BECOME  EXTINCT,  AT THE OPTION OF ELIM FELLOWSHIP, INC.,
SUCH PROPERTY SHALL VEST IN AND BECOME THE PROPERTY OF SUCH ELIM FELLOW-
SHIP, INC. AS PROVIDED  IN  THE  DISSOLUTION  CLAUSE  OF  SUCH  CHURCH'S
CERTIFICATE OF INCORPORATION.
  2.  A  CHURCH WHICH FAILS TO HOLD REGULAR WORSHIP SERVICES ATTENDED BY
SIX OR MORE MEMBERS FOR  A PERIOD OF EIGHT CONSECUTIVE  MONTHS,  MAY  BE
DECLARED  BY ELIM FELLOWSHIP, INC. TO BE DISSOLVED AND EXTINCT, IN WHICH
EVENT A DECLARATION OF EXTINCTION SHALL BE FILED IN THE  OFFICE  OF  THE
CLERK  OF THE COUNTY IN WHICH THE CHURCH IS LOCATED AND THE CHURCH SHALL
BE DEEMED TO BE DISSOLVED AND EXTINCT FOR ALL PURPOSES.
  S 471. RIGHT OF AFFILIATION AND SELF-GOVERNMENT. 1. EACH  INCORPORATED
OR  REINCORPORATED  CHURCH  PURSUANT  TO THIS ARTICLE SHALL BE DEEMED TO
HAVE ENTERED INTO A VOLUNTARY AFFILIATION  WITH  ELIM  FELLOWSHIP,  INC.
AND  SHALL  SHARE IN THE PRIVILEGES AND RESPONSIBILITIES OF SUCH FELLOW-
SHIP.
  2. CHURCHES SHALL BE DEEMED TO BE SOVEREIGN, AUTONOMOUS, SELF  GOVERN-
ING  AND  SELF DETERMINING BODIES. THE AFFILIATION OF A CHURCH WITH ELIM
FELLOWSHIP, INC. SHALL BE IN MATTERS OF DOCTRINE  AND  CONDUCT.  IN  THE
EVENT  DETERMINATION  OF  DISAFFILIATION  WITH  ELIM FELLOWSHIP, INC. IS
UNDER CONSIDERATION BY AN AFFILIATED ASSEMBLY,  THE  PASTOR  AND/OR  THE
CHURCH  BOARD  SHALL  INVITE  THE LEADERSHIP OF ELIM FELLOWSHIP, INC. TO
DESIGNATE ONE OF ITS  ELDERS  OR  FIELD  LEADERS  TO  PARTICIPATE  IN  A
SPECIALLY  CALLED  CHURCH  MEETING FOR THE EXPRESS MATTER OF GIVING ELIM
FELLOWSHIP, INC.   THE OPPORTUNITY TO PRESENT  THE  CASE  FOR  CONTINUED
AFFILIATION.
  3. A CHURCH THAT HAS INCORPORATED OR REINCORPORATED UNDER THIS ARTICLE
AND  WHICH DETERMINES BY THE REQUISITE VOTE AND PROTOCOL TO DISAFFILIATE
WITH ELIM FELLOWSHIP, INC. SHALL FORTHWITH FILE A  NOTICE  OF  DISAFFIL-
IATION  IN  THE OFFICE OF THE CLERK OF THE COUNTY IN WHICH THE CHURCH IS
LOCATED.
  4. ELIM FELLOWSHIP, INC. SHALL  HAVE  AUTHORITY  TO  DISAFFILIATE  ANY
CHURCH  THAT  HAS  INCORPORATED OR REINCORPORATED UNDER THIS ARTICLE, IF
SUCH CHURCH SHALL CEASE TO BE IN GOOD  STANDING  WITH  ELIM  FELLOWSHIP,
INC.    OVER  MATTERS OF DOCTRINE AND CONDUCT. ANY SUCH DETERMINATION OF

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DISAFFILIATION SHALL BE MADE BY THE COUNCIL OF ELDERS  OF  ELIM  FELLOW-
SHIP,  INC.  UPON HEARING OF EVIDENCE. IN THE EVENT OF DISAFFILIATION BY
ELIM FELLOWSHIP, INC., A NOTICE OF DISAFFILIATION SHALL BE FILED IN  THE
OFFICE OF THE CLERK OF THE COUNTY IN WHICH THE CHURCH IS LOCATED.
  5.  A  NOTICE OF DISAFFILIATION SHALL NOT INVALIDATE THE INCORPORATION
OF THE CHURCH.
  S 2. This act shall take effect immediately.