§ 15-B — Consolidation or merger of incorporated Presbyterian and Lutheran synods

§ 15-b. Consolidation or merger of incorporated Presbyterian and\nLutheran synods. 1. (a) Presbyterian. One or more foreign religious\nsynods and one or more domestic religious synods may merge into a single\nreligious corporation of this state, which shall be one of the\nconstituent corporations or may consolidate into a single religious\ncorporation of this state which shall be a new corporation to be formed\npursuant to the consolidation, if such merger or consolidation is\npermitted by the laws of the jurisdiction under which each such foreign\nreligious corporation is incorporated.\n (b) Lutheran. One or more foreign religious synods and one or more\ndomestic religious synods may merge into a single religious corporation\nformed in this state or outside this state, which shall be one of the\nconstituent corporations or may consolidate into a single religious\ncorporation formed in this state or outside this state, which shall be a\nnew corporation to be formed pursuant to the consolidation, if such\nmerger or consolidation is permitted by the laws of the jurisdiction\nunder which each such foreign religious corporation is incorporated.\n 2. Whenever used in this section:\n (a) "Constituent Corporation" means an existing foreign or domestic\nreligious corporation that is participating in the merger or\nconsolidation with one or more other foreign or domestic religious\ncorporations.\n (b) "Surviving Corporation" means the constituent religious\ncorporation into which one or more other domestic or foreign constituent\nreligious corporations are merged.\n (c) "Consolidated Corporation" means the new religious corporation in\nwhich two or more foreign or domestic constituent religious corporations\nare consolidated.\n (d) "Synod" means (i) a foreign or domestic religious corporation\nformed by the Presbyterian church that consists of ministers and ruling\nelders of not fewer than three presbyteries within a specified\ngeographical region, or\n (ii) a foreign or domestic religious corporation formed by the\nLutheran church under a religious corporations law or a not-for-profit\ncorporation law.\n 3. The constituent corporations shall enter into an agreement for the\nconsolidation or merger of such corporations. Said agreement shall set\nforth the name of the proposed new corporation if a consolidation or the\nname of the surviving corporation if a merger, the method of choosing\ntrustees, the names of the persons to be the first trustees of the new\ncorporation if a consolidation or of the surviving corporation if a\nmerger, and the date of the first annual corporate meeting if a\nconsolidation or of the annual corporate meeting if a merger.\n 4. Such agreement must be authorized and approved by a two-thirds vote\nof the board of trustees or governing body of each domestic synod and in\nthe case of a foreign religious synod by such vote or approval as\nrequired by the laws of the jurisdiction under which it is incorporated\nat a meeting where a quorum is present, duly called in accordance with\nthe form of government of the Presbyterian Church (U.S.A.) or the\nEvangelical Lutheran Church in America, as applicable, and the notice of\nsuch meeting shall state the purpose of the meeting.\n 5. Before such agreement is approved as aforesaid, such consolidation\nor merger must be directed and approved by the General Assembly of the\nPresbyterian Church (U.S.A.) or the Churchwide Assembly of the\nEvangelical Lutheran Church in America.\n 6. Each synod, whether it be a foreign or a domestic religious\ncorporation, shall thereafter join in a petition to the supreme court\nfor an order consolidating or merging the constituent corporations. The\npetition shall set forth the following: agreement of the contracting\nsynods; the direction and approval of the body as set forth in\nsubdivision five; a statement of all the assets and liabilities and the\nsources of the annual income of each synod; a description of real\nproperty and a description of any property held by such synod in trust\nfor specific purposes for property to be transferred and conveyed to the\nconsolidated or merged corporation. Where required by the law of the\nstate of incorporation of each constituent corporation, notice of the\nhearing of such petition shall be given to the secretary of state of\nthis state and to the secretary of state of the state in which each\nforeign religious corporation is incorporated in such manner as the\ncourt may prescribe, and the court may, in its discretion, direct that\nnotice of the hearing of such petition to the other parties interested\ntherein shall be given in such manner as the court may prescribe.\n 7. After hearing all the parties interested, present and desiring to\nbe heard, the court may make an order for the consolidation or merger of\nthe foreign and domestic synods on the terms of such agreement and such\nother terms and conditions as it may prescribe, specifying the name of\nthe new corporation, if a consolidation, or the name of the surviving\ncorporation, if a merger, the names of the first trustees thereof, if a\nnew corporation is to be created, and the method by which their\nsuccessors shall be chosen, the date of the first annual corporate\nmeeting, if a consolidation, or the date of the annual corporate\nmeeting, if a merger, and the court may authorize the filing of a\ncertificate of consolidation or merger of the religious corporations\nwith the secretary of state for the consolidated or merged religious\ncorporation.\n 8. After approval of the petition and when such order is made and duly\nentered by the court, a certificate of consolidation or merger, entitled\n"Certificate of consolidation (or merger) of .......... and ..........\ninto (name of religious corporation) under section fifteen-b of the\n'Religious Corporations Law'", shall be signed and verified on behalf of\neach constituent corporation and delivered to the county clerk in which\nthe principal office of said consolidated or merged corporation is or is\nintended to be situated and shall be filed and recorded in the office of\nthe clerk of said county. If there is no such principal office or there\nis none intended to be, the certificate of consolidation or merger shall\nbe filed and recorded in the office of the secretary of state. It shall\nset forth:\n (a) The date when the certificate of incorporation of each constituent\ndomestic corporation was filed by the department of state, or, in the\ncase of constituent domestic corporations created by special law, the\nchapter number and year of passage of such law. In the case of each\nconstituent foreign corporation, the certificate shall set forth the\njurisdiction and date of its incorporation.\n (b) A certified copy of the order from the Supreme Court authorizing\nand approving the merger or consolidation of the foreign and domestic\nreligious corporations.\n (c) The name of each constituent corporation and if the name of any of\nthem has been changed, the name under which it was formed, and the name\nand purposes of the surviving or consolidated corporation.\n (d) A description of the membership, officers, and trustees, including\ntheir number, classification, and voting rights, if any.\n (e) In case of merger, a statement of any amendments or changes in the\ncertificate of incorporation of the surviving corporation to be\neffectuated by such merger; in case of consolidation, all statements\nrequired to be included in a certificate of incorporation for a\nreligious corporation, except statements as to facts not available at\nthe time the agreement of consolidation is adopted.\n (f) The effective date of the merger or consolidation, if other than\nthe date of filing of the certificate of merger or consolidation by the\ndepartment of state.\n (g) The manner in which the merger or consolidation was authorized\nwith respect to each constituent religious corporation.\n 9. The surviving or consolidated corporation shall thereafter cause a\ncopy of such certificate certified by the clerk of the county or the\nsecretary of state, as the case may be, in whose office the certificate\nof merger or consolidation is filed and recorded, to be filed in the\noffice of the clerk of each county in which the office of a constituent\ndomestic corporation, other than the surviving corporation, is located,\nin the office of the secretary of state of the jurisdiction where each\none of the constitutent foreign corporations is incorporated, and in the\noffice of the official who is the recording officer of each county in\nthis state and in foreign states in which real property of a constituent\ncorporation, other than the surviving corporation, is situated.\n 10. Upon the filing of the certificate of merger or consolidation as\naforesaid or on such date subsequent thereto, not to exceed thirty days,\nas shall be set forth in such certificate, the merger or consolidation\nshall be effected. When such merger or consolidation has been effected:\n (a) Such surviving or consolidated religious corporation shall\nthereafter, consistently with its certificate of incorporation as\naltered or established by the merger or consolidation, possess all the\nrights, privileges, immunities, powers and purposes of each of the\nconstituent religious corporations.\n (b) All the property, real and personal, including causes of action\nand every other asset of each of the constituent religious corporations,\nshall vest in such surviving or consolidated religious corporation\nwithout further act or deed. Except as the court may otherwise direct,\nas provided in section 8-1.1 of the Estates, Powers and Trusts Law, any\ndisposition made in the Will of a person dying domiciled in this state\nor in any other instrument executed under the laws of this state, taking\neffect after such consolidation, to or for any of the constituent\nreligious corporations shall inure to the benefit of the surviving or\nconsolidated religious corporation. So far as is necessary for that\npurpose, or for the purpose of a like result with respect to a\ndisposition governed by the law of any other jurisdiction, the existence\nof each constituent religious corporation shall be deemed to continue in\nand through the surviving or consolidated religious corporation.\n (c) The surviving or consolidated religious corporation shall assume\nand be liable for all the liabilities, obligations and penalties of each\nof the constituent religious corporations. No liability or obligation\ndue or to become due, claim or demand for any cause existing against any\nsuch corporation, or any member, officer or trustee thereof, shall be\nreleased or impaired by such merger or consolidation. No action or\nproceeding, whether civil or criminal, then pending by or against any\nsuch constituent corporation, or any member, officer or trustee thereof,\nshall abate or be discontinued by such merger or consolidation, but may\nbe enforced, prosecuted, settled or comprised as if such merger or\nconsolidation had not occurred, or such surviving or consolidated\ncorporation may be substituted in such action or special proceeding in\nplace of any constituent corporation.\n (d) In the case of a merger, the certificate of incorporation of the\nsurviving corporation shall be automatically amended to the extent, if\nany, that changes in its certificate of incorporation are set forth in\nthe plan of merger; and, in the case of a consolidation, the statements\nset forth in the certificate of consolidation and which are required or\npermitted to be set forth in a certificate of incorporation of a\nreligious corporation formed under this section shall be its certificate\nof incorporation.\n 11. Such consolidated or merged synod shall have all the powers and\nresponsibilities conferred upon synods by the constitution and form of\ngovernment of the Presbyterian Church (U.S.A.) or the Evangelical\nLutheran Church in America.\n 12. This section shall apply to consolidation or merger of\nincorporated foreign and domestic presbyteries as described in section\nfifteen-a of this chapter.\n 13. Such consolidated or merged synod may, at a meeting thereof, duly\nheld, determine that its board of trustees and its mission council be\nmerged into a unicameral board which shall be known as the synod mission\ncouncil, and that the membership of such unicameral board consist of not\nless than fifteen members but shall not be restricted as to the maximum\nnumber of members.\n