16:1-43.2 - Consolidation agreement
16:1-43.2. Consolidation agreement
Such cathedral church or foundation, by the vote of its general chapter or other highest governing body, and such church, congregation, parish or society, by the vote of its trustees, consistory, session, vestry, or other highest governing body, may make or authorize the making of a joint consolidation agreement, which shall set forth:
(a) The cathedral church or foundation, and the church, congregation, parish or society, to be consolidated;
(b) The terms or conditions of the consolidation, and the mode of carrying it into effect;
(c) The name of the consolidated corporation, which may be that of one of the constituent corporations;
(d) The period, if any, limited for the duration of the consolidated corporation; and
(e) The number, qualifications, if any, and terms of office of the persons who shall constitute the first board of trustees, chapter or other governing body, and the principal officers, of the consolidated corporation after the consolidation has been effected, their names or their designation ex officio as persons for the time holding specified clerical offices or offices or membership in specified religious bodies or organizations or committees thereof, or the manner in which, and the persons or bodies or organizations or committees thereof by which, they or some of them are to be elected or appointed, who shall hold their respective offices until their successors are elected or appointed.
The consolidation agreement may:
(f) Fix a time subsequent to the filing of the agreement in the office of the Secretary of State at which the consolidation shall become effective and provide for changing or extending that time;
(g) Fix a time at which the first meeting of the trustees, chapter or other governing body of the consolidated corporation, shall be held, or provide for the call and notice thereof;
(h) Contain other provisions necessary or proper for carrying the consolidation into effect;
(i) Provide that the constitution, and statutes or by-laws, of one of the constituent corporations shall constitute those of the consolidated corporation, or provide for the adoption and amendment thereof, from time to time, by the latter, or such agreement may, by reference, or otherwise, adopt or prescribe the constitution, and statutes or by-laws thereof;
(j) Contain provisions defining the objects and powers of the consolidated corporation; and
(k) Provide for the method of changing the name of the consolidated corporation, and for the subsequent amendment of provisions of the consolidation agreement defining the objects and powers of the consolidated corporation or other provisions therein contained relating to its regulation, organization, government, management and administration.
L.1944, c. 143, p. 380, s. 2.