Search OpenLegislation Statutes

This entry was published on 2017-06-23
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
Merger and consolidation
Religious Corporations (RCO) CHAPTER 51, ARTICLE 19
§ 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