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SECTION 15-B
Consolidation or merger of incorporated Presbyterian and Lutheran synods
Religious Corporations (RCO) CHAPTER 51, ARTICLE 2
§ 15-b. Consolidation or merger of incorporated Presbyterian and
Lutheran synods. 1. (a) Presbyterian. One or more foreign religious
synods and one or more domestic religious synods may merge into a single
religious corporation of this state, which shall be one of the
constituent corporations or may consolidate into a single religious
corporation of this state which shall be a new corporation to be formed
pursuant to the consolidation, if such merger or consolidation is
permitted by the laws of the jurisdiction under which each such foreign
religious corporation is incorporated.

(b) Lutheran. One or more foreign religious synods and one or more
domestic religious synods may merge into a single religious corporation
formed in this state or outside this state, which shall be one of the
constituent corporations or may consolidate into a single religious
corporation formed in this state or outside this state, which shall be a
new corporation to be formed pursuant to the consolidation, if such
merger or consolidation is permitted by the laws of the jurisdiction
under which each such foreign religious corporation is incorporated.

2. Whenever used in this section:

(a) "Constituent Corporation" means an existing foreign or domestic
religious corporation that is participating in the merger or
consolidation with one or more other foreign or domestic religious
corporations.

(b) "Surviving Corporation" means the constituent religious
corporation into which one or more other domestic or foreign constituent
religious corporations are merged.

(c) "Consolidated Corporation" means the new religious corporation in
which two or more foreign or domestic constituent religious corporations
are consolidated.

(d) "Synod" means (i) a foreign or domestic religious corporation
formed by the Presbyterian church that consists of ministers and ruling
elders of not fewer than three presbyteries within a specified
geographical region, or

(ii) a foreign or domestic religious corporation formed by the
Lutheran church under a religious corporations law or a not-for-profit
corporation law.

3. The constituent corporations shall enter into an agreement for the
consolidation or merger of such corporations. Said agreement shall set
forth the name of the proposed new corporation if a consolidation or the
name of the surviving corporation if a merger, the method of choosing
trustees, the names of the persons to be the first trustees of the new
corporation if a consolidation or of the surviving corporation if a
merger, and the date of the first annual corporate meeting if a
consolidation or of the annual corporate meeting if a merger.

4. Such agreement must be authorized and approved by a two-thirds vote
of the board of trustees or governing body of each domestic synod and in
the case of a foreign religious synod by such vote or approval as
required by the laws of the jurisdiction under which it is incorporated
at a meeting where a quorum is present, duly called in accordance with
the form of government of the Presbyterian Church (U.S.A.) or the
Evangelical Lutheran Church in America, as applicable, and the notice of
such meeting shall state the purpose of the meeting.

5. Before such agreement is approved as aforesaid, such consolidation
or merger must be directed and approved by the General Assembly of the
Presbyterian Church (U.S.A.) or the Churchwide Assembly of the
Evangelical Lutheran Church in America.

6. Each synod, whether it be a foreign or a domestic religious
corporation, shall thereafter join in a petition to the supreme court
for an order consolidating or merging the constituent corporations. The
petition shall set forth the following: agreement of the contracting
synods; the direction and approval of the body as set forth in
subdivision five; a statement of all the assets and liabilities and the
sources of the annual income of each synod; a description of real
property and a description of any property held by such synod in trust
for specific purposes for property to be transferred and conveyed to the
consolidated or merged corporation. Where required by the law of the
state of incorporation of each constituent corporation, notice of the
hearing of such petition shall be given to the secretary of state of
this state and to the secretary of state of the state in which each
foreign religious corporation is incorporated in such manner as the
court may prescribe, and the court may, in its discretion, direct that
notice of the hearing of such petition to the other parties interested
therein shall be given in such manner as the court may prescribe.

7. 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 foreign and domestic synods on the terms of such agreement and such
other terms and conditions as it may prescribe, specifying the name of
the new corporation, if a consolidation, or the name of the surviving
corporation, if a merger, the names of the first trustees thereof, if a
new corporation is to be created, and the method by which their
successors shall be chosen, the date of the first annual corporate
meeting, if a consolidation, or the date of the annual corporate
meeting, if a merger, and the court may authorize the filing of a
certificate of consolidation or merger of the religious corporations
with the secretary of state for the consolidated or merged religious
corporation.

8. After approval of the petition and when such order is made and duly
entered by the court, a certificate of consolidation or merger, entitled
"Certificate of consolidation (or merger) of .......... and ..........
into (name of religious corporation) under section fifteen-b of the
'Religious Corporations Law'", shall be signed and verified on behalf of
each constituent corporation and delivered to the county clerk in which
the principal office of said consolidated or merged corporation is or is
intended to be situated and shall be filed and recorded in the office of
the clerk of said county. If there is no such principal office or there
is none intended to be, the certificate of consolidation or merger shall
be filed and recorded in the office of the secretary of state. It shall
set forth:

(a) The date when the certificate of incorporation of each constituent
domestic corporation was filed by the department of state, or, in the
case of constituent domestic corporations created by special law, the
chapter number and year of passage of such law. In the case of each
constituent foreign corporation, the certificate shall set forth the
jurisdiction and date of its incorporation.

(b) A certified copy of the order from the Supreme Court authorizing
and approving the merger or consolidation of the foreign and domestic
religious corporations.

(c) The name of each constituent corporation and if the name of any of
them has been changed, the name under which it was formed, and the name
and purposes of the surviving or consolidated corporation.

(d) A description of the membership, officers, and trustees, including
their number, classification, and voting rights, if any.

(e) In case of merger, a statement of any amendments or changes in the
certificate of incorporation of the surviving corporation to be
effectuated by such merger; in case of consolidation, all statements
required to be included in a certificate of incorporation for a
religious corporation, except statements as to facts not available at
the time the agreement of consolidation is adopted.

(f) The effective date of the merger or consolidation, if other than
the date of filing of the certificate of merger or consolidation by the
department of state.

(g) The manner in which the merger or consolidation was authorized
with respect to each constituent religious corporation.

9. The surviving or consolidated corporation shall thereafter cause a
copy of such certificate certified by the clerk of the county or the
secretary of state, as the case may be, in whose office the certificate
of merger or consolidation is filed and recorded, to be filed in the
office of the clerk of each county in which the office of a constituent
domestic corporation, other than the surviving corporation, is located,
in the office of the secretary of state of the jurisdiction where each
one of the constitutent foreign corporations is incorporated, and in the
office of the official who is the recording officer of each county in
this state and in foreign states in which real property of a constituent
corporation, other than the surviving corporation, is situated.

10. Upon the filing of the certificate of merger or consolidation as
aforesaid or on such date subsequent thereto, not to exceed thirty days,
as shall be set forth in such certificate, the merger or consolidation
shall be effected. When such merger or consolidation has been effected:

(a) Such surviving or consolidated religious corporation shall
thereafter, consistently with its certificate of incorporation as
altered or established by the merger or consolidation, possess all the
rights, privileges, immunities, powers and purposes of each of the
constituent religious corporations.

(b) All the property, real and personal, including causes of action
and every other asset of each of the constituent religious corporations,
shall vest in such surviving or consolidated religious corporation
without further act or deed. Except as the court may otherwise direct,
as provided in section 8-1.1 of the Estates, Powers and Trusts Law, any
disposition made in the Will of a person dying domiciled in this state
or in any other instrument executed under the laws of this state, taking
effect after such consolidation, to or for any of the constituent
religious corporations shall inure to the benefit of the surviving or
consolidated religious corporation. So far as is necessary for that
purpose, or for the purpose of a like result with respect to a
disposition governed by the law of any other jurisdiction, the existence
of each constituent religious corporation shall be deemed to continue in
and through the surviving or consolidated religious corporation.

(c) The surviving or consolidated religious corporation shall assume
and be liable for all the liabilities, obligations and penalties of each
of the constituent religious corporations. No liability or obligation
due or to become due, claim or demand for any cause existing against any
such corporation, or any member, officer or trustee thereof, shall be
released or impaired by such merger or consolidation. No action or
proceeding, whether civil or criminal, then pending by or against any
such constituent corporation, or any member, officer or trustee thereof,
shall abate or be discontinued by such merger or consolidation, but may
be enforced, prosecuted, settled or comprised as if such merger or
consolidation had not occurred, or such surviving or consolidated
corporation may be substituted in such action or special proceeding in
place of any constituent corporation.

(d) In the case of a merger, the certificate of incorporation of the
surviving corporation 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
religious corporation formed under this section shall be its certificate
of incorporation.

11. Such consolidated or merged synod shall have all the powers and
responsibilities conferred upon synods by the constitution and form of
government of the Presbyterian Church (U.S.A.) or the Evangelical
Lutheran Church in America.

12. This section shall apply to consolidation or merger of
incorporated foreign and domestic presbyteries as described in section
fifteen-a of this chapter.

13. Such consolidated or merged synod may, at a meeting thereof, duly
held, determine that its board of trustees and its mission council be
merged into a unicameral board which shall be known as the synod mission
council, and that the membership of such unicameral board consist of not
less than fifteen members but shall not be restricted as to the maximum
number of members.