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This entry was published on 2014-09-22
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SECTION 907-B
Application for approval of the attorney general
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 9
§ 907-b. Application for approval of the attorney general.

(a) In lieu of obtaining an order approving the plan of merger or
consolidation and authorizing the filing of the certificate, the
corporation may alternatively make an application to the attorney
general for approval, except where the attorney general, in his or her
discretion, concludes that a court should review the application and
make a determination thereon.

(b) The application to the attorney general shall be made by all the
constituent corporations jointly and shall set forth by affidavit: (i)
all of the information required to be included in an application to
obtain court approval pursuant to section 907-a (Application for
approval of the supreme court) of this article, (ii) all consents and
approvals required by section 909 (Consent to filing), and (iii) a
statement as to whether any persons have raised, or have a reasonable
basis to raise, objections to the merger or consolidation that is the
subject of the application, including a statement setting forth the
names and addresses of such persons, the nature of their interest, and a
description of their objections.

(c) Upon the filing of the application, the attorney general, in his
or her discretion, may direct that the constituent corporations provide
notice to such persons as may be interested, including any governmental
body or officer and any other person or body that is required either to
give consent or be notified under section 404 (Approvals, notices and
consents) of this article or 909 (Consent to filing) of this article.
The constituent corporations shall provide the attorney general with a
certification that such notice has been provided.

(d) If any assets of any of the constituent corporations are held for
a charitable purpose or are assets received for a specific purpose and
legally required to be used for a particular purpose, but not upon a
condition requiring return, transfer or conveyance by reason of the
merger or consolidation, the attorney general may, in his or her
discretion, direct that such assets be transferred or conveyed to the
surviving or consolidated corporation subject to such purpose or use.

(e) If the attorney general shall find that the interests of
non-consenting members are or may be substantially prejudiced by the
proposed merger or consolidation, the attorney general may disapprove of
the application or may condition approval of the application upon
modification of the plan of merger or consolidation in accordance with
this chapter and any other law or rule.

(f) If it shall appear, to the satisfaction of the attorney general,
that the provisions of this section have been complied with, and that
the interests of the constituent corporations and the public interest
will not be adversely affected by the merger or consolidation, the
attorney general shall approve the merger or consolidation upon such
terms and conditions as it may prescribe.

(g) The approval of the attorney general shall be annexed to the
certificate of merger or consolidation.

(h) At any time, including if the attorney general does not approve
the application, or if the attorney general concludes that court review
is appropriate, the constituent corporations may seek court approval on
notice to the attorney general pursuant to section 907-a (Application
for approval of the supreme court) of this article.