§ 412 — Merger and consolidation

§ 412. Merger and consolidation. A. (a) Two or more societies\nincorporated under this article may enter into an agreement for\nconsolidation or merger. No such agreement shall be valid unless\napproved by a vote of two-thirds of the members of each constituent\nsociety present and voting at a meeting called for that purpose.\n (b) Any such agreement of merger or consolidation shall contain all\nthe terms and conditions under which the constituent societies are to be\nmerged or consolidated.\n (c) After approval of the agreement of merger or consolidation by the\nmembers of the constituent societies, a certificate of merger or\nconsolidation, entitled "Certificate of Merger (or Consolidation) of\n....... and ...... into ...... (names of societies) under section four\nhundred twelve of the Religious Corporations Law" shall be signed and\nverified in behalf of each constituent society and shall be filed in the\noffice of the county clerk in the county in which the certificate of\nincorporation of each constituent society was originally filed. Such\ncertificate shall set forth:\n (1) The agreement of merger or consolidation, and, in the case of\nconsolidation, any statement required to be in a certificate of\nincorporation filed pursuant to section four hundred three of this\narticle which is not contained in such agreement.\n (2) The date and place of filing of the certificate of incorporation\nof each constituent society.\n (3) A statement as to due compliance with the provisions of\nsub-section (a) of this section as to approval of the agreement by the\nmembers of the constituent societies.\n (d) The merger or consolidation shall be effected upon the filing of\nthe certificate described in sub-section (c) above. When such merger or\nconsolidation has been effected:\n (1) Such surviving or consolidated corporation shall thereafter, in\naccordance with its certificate of incorporation as altered or\nestablished by the merger or consolidation, possess all the powers of\neach of the constituent societies.\n (2) All the property of each of the constituent societies shall vest\nin such surviving or consolidated society without further act or deed.\n (3) The surviving or consolidated society shall assume and be liable\nfor all the obligations of each of the constituent societies. No\nobligation due or to become due, claim or demand for any cause existing\nagainst any such society shall be released or impaired by such merger or\nconsolidation. Any action or proceeding then pending by or against any\nsuch constituent society may be enforced, prosecuted, settled or\ncompromised as if such merger or consolidation had not occurred, or such\nsurviving of consolidated society may be substituted in such action or\nspecial proceeding in place of any constituent society.\n (4) In the case of a merger, the certificate of incorporation of the\nsurviving society shall be automatically amended to the extent, if any,\nthat changes in its certificate of incorporation are set forth in the\nplan of merger; and, in the case of a consolidation, the statements set\nforth in the certificate of consolidation and which are required or\npermitted to be set forth in a certificate of incorporation of a society\nunder this article shall be its certificate of incorporation.\n B. If a society, incorporated under this article, desires to\nconsolidate with a religious corporation organized under any other\narticle of this chapter, section thirteen of this chapter shall apply,\nprovided, however, that the Unitarian Universalist Association shall be\ngiven notice of the petition to the supreme court made in this\nconnection, and shall have the privilege of appearing in the\nproceedings, although its consent to the consolidation shall not be\nrequired.\n