N.Y.
Religious Corporations Law Section 15-A
Consolidation of incorporated presbyteries
1.
Two or more incorporated presbyteries may enter into an agreement for the consolidation or merger of such corporations and such corporations may be consolidated or merged so as to form a single corporation which may be either a new corporation or one of the constituent corporations. Said agreement shall set forth the name of the proposed new corporation or the name of the existing corporation if it is to become the consolidated or merged corporation, the method of choosing trustees, the names of the persons to be the first trustees of the new corporation if the consolidated or merged corporation is to be a new corporation and the date of the first annual corporate meeting.2.
Such agreement must be authorized and approved by a majority vote of the members of each contracting presbytery taken at a meeting at which a quorum is present duly called in accordance with the form of government of the Presbyterian Church (U.S.A.) and the notice of such meeting shall state the purpose of the meeting.3.
Before such agreement is approved as aforesaid, such consolidation or merger must be directed and approved by the Synod of the Northeast and the General Assembly of the Presbyterian Church (U.S.A.).4.
Each presbytery shall thereafter join in a petition to the supreme court for an order consolidating or merging the corporation, setting forth the agreement of the contracting presbyteries, the direction and approval of the bodies as set forth in subdivision three of this section, a statement of all the property and liabilities and the sources of the annual income of each presbytery and a description of any property held by such presbyteries in trust for specific purposes. In its discretion the court may direct that notice of the hearing of such petition be given to the parties interested therein in such manner as it may prescribe.5.
After hearing all the parties interested, present and desiring to be heard, the court may make an order for the consolidation or merger of the presbyteries on the terms of such agreement and such other terms and conditions as it may prescribe, specifying the name of the new corporation or the name the continuing corporation will have if one of the constituent corporations is to become the consolidated or merged corporation, the first trustees thereof if a new corporation is to be created and the method by which their successors shall be chosen and the date of the first annual corporate meeting if a new corporation is to be created.6.
When such order is made and duly entered, the persons constituting such corporate presbyteries shall become one incorporated consolidated or merged presbytery by, and said petitioning presbyteries shall become consolidated or merged under, the name designated in the order, and the trustees therein named, if it is a new corporation, shall be the first trustees thereof, and if it is a new corporation the trustees thereof shall be chosen by the method therein designated, and all the estate, rights, powers and property of whatsoever nature, belonging to either corporation shall without further act or deed be vested in and/or transferred to the new corporation as effectually as they were vested in or belonging to the former corporations, and the new or continuing corporations shall be liable for all the debts and liabilities of the former corporations in the same manner and as effectually as if said debts or liabilities had been contracted or incurred by the new corporation.7.
The order or a certified copy thereof shall be recorded in the book for recording certificates of incorporation in each county clerk’s office in which the certificate of incorporation of each constituent presbytery was recorded.8.
Such consolidated or merged presbytery shall have all the powers and responsibilities conferred upon presbyteries by the constitution and form of government of the Presbyterian Church (U.S.A.).
Source:
Section 15-A — Consolidation of incorporated presbyteries, https://www.nysenate.gov/legislation/laws/RCO/15-A (updated Sep. 22, 2014; accessed Oct. 26, 2024).
