§ 13 — Consolidation or merger of incorporated churches

§ 13. Consolidation or merger of incorporated churches. Two or more\nincorporated churches may enter into an agreement, under their\nrespective corporate seals, for the consolidation or merger of such\ncorporations, setting forth the name of the proposed new corporation or\nsurviving corporation, the denomination, if any, to which it is to\nbelong, and if the churches of such denomination have more than one\nmethod of choosing trustees, by which of such methods the trustees are\nto be chosen, the number of such trustees, the names of the persons to\nbe the first trustees of the new corporation, and the date of its first\nannual corporate meeting. Such an agreement shall not be valid for\nUnited Methodist churches unless proposed by a majority vote of the\ncharge conference of each church and approved by the superintendent or\nsuperintendents of the district or districts in which the consolidating\nchurches are located, and by the majority of the members of each of such\nchurches, over the age of twenty-one years, present and voting at a\nmeeting thereof held in the usual place of public worship and called for\nthe purpose of considering such agreement by announcement made at public\nservice in such churches on two Sundays, the first not less than ten\ndays next preceding the date of such meeting. Such agreement shall not\nbe valid unless approved in the case of Protestant Episcopal churches by\nthe bishop and standing committee of the diocese in which such churches\nare situated and in the case of churches of other denominations by the\ngoverning body of the denomination, if any, to which each church\nbelongs, having jurisdiction over such church. Each corporation shall\nthereupon make a separate petition to the supreme court for an order\nconsolidating or merging the corporations, setting forth the\ndenomination, if any, to which the church belongs, that the consent of\nthe governing body to the consolidation or merger, if any, of that\ndenomination having jurisdiction over such church has been obtained, the\nagreement therefor, and a statement of all the property and liabilities\nand the amount and sources of the annual income of such petitioning\ncorporation. In its discretion the court may direct that notice of the\nhearing of such petition be given to the parties interested therein in\nsuch manner and for such time as it may prescribe. After hearing all the\nparties interested, present and desiring to be heard, the court may make\nan order for the consolidation or merger of the corporations on the\nterms of such agreement and such other terms and conditions as it may\nprescribe, specifying the name of such new or surviving corporation and\nthe trustees thereof, and the method by which their successors shall be\nchosen and the date of its first or next annual corporate meeting. When\nsuch order is made and duly entered, the persons constituting such\nconsolidated or merged corporations shall be or become an incorporated\nchurch by, and said petitioning churches shall become consolidated or\nmerged under, the name designated in the order, and the trustees therein\nnamed shall be the trustees thereof, and the future trustees thereof\nshall be chosen by the method therein designated, and all the estate,\nrights, powers and property of whatsoever nature belonging to either\ncorporation shall without further act or deed be vested in and\ntransferred to the new or surviving corporation as effectually as they\nwere vested in or belonging to the former corporations; and the said new\nor surviving corporation shall be liable for all the debts and\nliabilities of the former corporations in the same manner and as\neffectually as if said debts or liabilities had been contracted or\nincurred by the new or surviving corporation. A certified copy of such\norder shall be recorded in the book for recording certificates of\nincorporation in each county clerk's office in which the certificate of\nincorporation of each consolidating or merging church was recorded; or\nif no such certificate was so recorded, then in the clerk's office of\nthe county in which the principal place of worship or principal office\nof the new or surviving corporation is, or is intended to be, situated.\n