|
|
|
State Law
Federal Law
|
New York Education Law Section 223 - Consolidation Of Corporations.Legal Research Home > New York Lawyer > Education > New York Education Law Section 223 - Consolidation Of Corporations.
§ 223. Consolidation 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 of such corporations, setting forth the
terms and conditions of consolidation, the name of the proposed
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 annual meeting.
The agreement must be approved by three-fourths of the trustees or
directors of such corporation 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, 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 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 shall be vested in and transferred
to the new 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 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 to such department.
New York Lawyers
Last modified: August 13, 2006 |