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This entry was published on 2014-09-22
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Consolidation or merger of incorporated churches
Religious Corporations (RCO) CHAPTER 51, ARTICLE 2
§ 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.