N.Y. Education Law Section 223
Consolidation or merger of corporations

Any two or more corporations chartered under the powers of the regents or incorporated under a special act of the legislature or under a general law for purposes for which a charter may be granted by the regents may enter into an agreement for the consolidation or merger of such corporations, setting forth the terms and conditions of consolidation or merger, the name of the proposed consolidated or merged corporation, the place or places where the institution or institutions to be maintained is or are to be located, the number of its directors, which may be five or more, the time of the annual election and the names of the persons to be directors until the first or next annual meeting. The agreement must be approved by three-fourths of the trustees or directors of such corporations at a meeting of the trustees or directors of each corporation, separately and specially called for that purpose, which approval, duly verified by the chairman and clerk of such meeting, shall be annexed to the petition. On presentation of a petition, together with the certificate of approval and the agreement for consolidation or merger, and on such notice to interested parties as the regents shall prescribe, and after hearing such interested parties as desire to be heard, the regents may make and execute an order for the consolidation or merger of the corporations on such terms and conditions as the regents may prescribe. When such order is made, such corporations shall become one corporation by the name designated in the order, and shall be subject only to such duties and obligations as a corporation formed under this chapter for the same purposes; and all the property belonging to the corporations so consolidated or merged shall be vested in and transferred to the new or surviving corporation, which shall be subject to all the liabilities of the former corporations, to the same extent as if they had been contracted or incurred by it. If any corporation so consolidated or merged was incorporated under a special act of the legislature or under a general law pursuant to which its certificate of incorporation was filed with the department of state, the regents shall deliver a certified copy of the order of consolidation or merger to such department.

Source: Section 223 — Consolidation or merger of corporations, https://www.­nysenate.­gov/legislation/laws/EDN/223 (updated Sep. 22, 2014; accessed Jan. 18, 2025).

201
Corporate name and objects 202
Regents 203
Officers 204
Meetings and absences 205
Quorum 206
Authority to take testimony and conduct hearings 207
Legislative power 207‑A
Disclosure of gifts made to institutions of higher education by foreign governments, persons and entities 207‑B
Crisis resources 208
General examinations, credentials and degrees 208‑A
Scheduling of examinations 209
Academic examinations 209‑A
Applications for admission to college 210
Registrations 210‑A
Admission requirements for graduate-level teacher and educational leader programs 210‑B
Graduate-level teacher and educational leadership program deregistration and suspension 210‑C
Interstate reciprocity agreement for post-secondary distance education programs 211
Review of regents learning standards 211‑A
Enhanced state accountability system 211‑B
Consequences for consistent lack of improvement in academic performance 211‑C
Distinguished educators 211‑D
Contract for excellence 211‑E
Educational partnership organizations 211‑F
Takeover and restructuring failing schools 212
Fees 212‑A
Return of deposits for professional and graduate schools 212‑B
Return of tuition for colleges, universities, professional, proprietary and graduate schools 212‑C
Teacher accreditation review fees 213
Extension of educational facilities 213‑B
Unlawful sale of dissertations, theses and term papers 214
Institutions in the university 215
Visitation and reports 215‑A
Annual report by regents to governor and legislature 215‑B
Annual report by commissioner to governor and legislature 215‑C
Promoting cost-effectiveness in public elementary and secondary schools 215‑D
State university of New York report on economic development activities 216
Charters 216‑A
Applicability of not-for-profit corporation law 216‑B
Private foundations, as defined in the United States internal revenue code of 1954: provisions included in the charter 216‑C
Special provisions for cutlery and knife museums that exhibit automatic knives 217
Provisional charters 218
Conditions of incorporation 219
Change of name or charter 220
Distribution of assets 221
Dissolution of educational institution by stockholders 222
Suspension of operations 223
Consolidation or merger of corporations 224
Prohibitions 224‑A
Students unable because of religious beliefs to register or attend classes on certain days 225
Unlawful acts in respect to examinations and records 226
Powers of trustees of institutions 227
Colleges may construct water-works and sewer systems 228
The Hamilton college sewer district 229
County educational institutions 230
Municipal training institute 231
Town and county officers training school 232
Departments and their government 233
State Museum 233‑A
Property of the state museum 233‑AA
Property of other museums 233‑B
New York state freedom trail commission 233‑C
Study 234
Indian collection 235
State science service 235‑A
New York state biodiversity research institute 235‑B
New York state biological survey 236
Public television and radio 237
Regents plan for higher education including approved plans of state university and city university of New York and plans of independent i... 238
Chair on geriatrics in the state university 238‑A
Statewide resource centers for geriatric education 239
Albert Einstein chairs in science and Albert Schweitzer chairs in the humanities 239‑A
Collection and distribution of student’s residual consumer goods 239‑B
Research dogs and cats
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Accessed:
Jan. 18, 2025

Last modified:
Sep. 22, 2014

§ 223’s source at nysenate​.gov

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