N.Y. Not-for-Profit Corporation Law 902 – Plan of merger or consolidation
§ 902. Plan of merger or consolidation.
Terms Used In N.Y. Not-for-Profit Corporation Law 902
- Consolidated corporation: means the new corporation in which two or more constituent corporations are consolidated. See N.Y. Not-for-Profit Corporation Law 901
- Consolidation: means a procedure of the character described in subparagraph (a) (2). See N.Y. Not-for-Profit Corporation Law 901
- Constituent corporation: means an existing corporation that is participating in the merger or consolidation with one or more other corporations. See N.Y. Not-for-Profit Corporation Law 901
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Merger: means a procedure of the character described in subparagraph (a) (1). See N.Y. Not-for-Profit Corporation Law 901
- Quorum: The number of legislators that must be present to do business.
- Surviving corporation: means the constituent corporation into which one or more other constituent corporations are merged. See N.Y. Not-for-Profit Corporation Law 901
(a) The board of each corporation proposing to participate in a merger or consolidation under section 901 (Power of merger or consolidation) shall adopt, by a vote of two-thirds of the directors present at the time of the vote, if a quorum is present at that time, or by a vote of the number of directors required under the certificate of incorporation, by-laws, this chapter and any other applicable law, a plan of merger or consolidation, setting forth:
(1) The name of each constituent corporation and if the name of any of them has been changed, the name under which it was formed, and the name of the surviving corporation, or the name or the method of determining it, of the consolidated corporation.
(2) As to each constituent corporation, a description of the membership and holders of any certificates evidencing capital contributions or subventions, including their number, classification, and voting rights, if any.
(3) The terms and conditions of the proposed merger or consolidation, including the manner and basis of converting membership or other interest in each constituent corporation into membership or other interest in the surviving or consolidated corporation, or the cash or other consideration to be paid or delivered in exchange for membership or other interest in each constituent corporation, or a combination thereof.
(4) In case of merger, a statement of any amendments or changes in the certificate of incorporation of the surviving corporation to be effected by such merger; in case of consolidation, all statements required to be included in a certificate of incorporation for a corporation formed under this chapter, except statements as to facts not available at the time the plan of consolidation is adopted by the board.
(5) In case of a merger or consolidation under section 906 (Merger or consolidation of domestic and foreign corporations), a statement of any agreements required by subparagraph (2) (D) of paragraph (d) thereof.