New York RCO Code § 15-B

Consolidation or merger of incorporated Presbyterian and Lutheran synods
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§ 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

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