Section 412. Merger and consolidation

A.  (a)  Two  or  more societies
  incorporated  under  this  article  may  enter  into  an  agreement  for
  consolidation  or  merger.  No  such  agreement  shall  be  valid unless
  approved by a vote of two-thirds of  the  members  of  each  constituent
  society present and voting at a meeting called for that purpose.
    (b)  Any  such  agreement of merger or consolidation shall contain all
  the terms and conditions under which the constituent societies are to be
  merged or consolidated.
    (c) After approval of the agreement of merger or consolidation by  the
  members  of  the  constituent  societies,  a  certificate  of  merger or
  consolidation, entitled "Certificate of  Merger  (or  Consolidation)  of
  ......  and  ......  into ...... (names of societies) under section four
  hundred twelve of the Religious Corporations Laws" shall be  signed  and
  verified in behalf of each constituent society and shall be filed in the
  office  of  the  county  clerk in the county in which the certificate of
  incorporation of each constituent society  was  originally  filed.  Such
  certificate shall set forth:
    (1)  The  agreement  of  merger  or consolidation, and, in the case of
  consolidation,  any  statement  required  to  be  in  a  certificate  of
  incorporation  filed  pursuant  to  section  four  hundred three of this
  article which is not contained in such agreement.
    (2) The date and place of filing of the certificate  of  incorporation
  of each constituent society.
    (3)   A  statement  as  to  due  compliance  with  the  provisions  of
  sub-section (a) of this section as to approval of the agreement  by  the
  members of the constituent societies.
    (d)  The  merger or consolidation shall be effected upon the filing of
  the certificate described in sub-section (c) above. When such merger  or
  consolidation has been effected:
    (1)  Such  surviving  or consolidated corporation shall thereafter, in
  accordance  with  its  certificate  of  incorporation  as   altered   or
  established  by  the  merger or consolidation, possess all the powers of
  each of the constituent societies.
    (2) All the property of each of the constituent societies  shall  vest
  in such surviving or consolidated society without further act or deed.
    (3)  The  surviving or consolidated society shall assume and be liable
  for all the obligations of  each  of  the  constituent  societies.    No
  obligation  due or to become due, claim or demand for any cause existing
  against any such society shall be released or impaired by such merger or
  consolidation. Any action or proceeding then pending by or  against  any
  such  constituent  society  may  be  enforced,  prosecuted,  settled  or
  compromised as if such merger or consolidation had not occurred, or such
  surviving of consolidated society may be substituted in such  action  or
  special proceeding in place of any constituent society.
    (4)  In  the case of a merger, the certificate of incorporation of the
  surviving society shall be automatically amended to the extent, if  any,
  that  changes  in  its certificate of incorporation are set forth in the
  plan of merger; and, in the case of a consolidation, the statements  set
  forth  in  the  certificate  of  consolidation and which are required or
  permitted to be set forth in a certificate of incorporation of a society
  under this article shall be its certificate of incorporation.
    B.  If  a  society,  incorporated  under  this  article,  desires   to
  consolidate  with  a  religious  corporation  organized  under any other
  article of this chapter, section thirteen of this chapter  shall  apply,
  provided,  however, that the Unitarian Universalist Association shall be
  given notice  of  the  petition  to  the  supreme  court  made  in  this
  connection,   and   shall   have  the  privilege  of  appearing  in  the

  proceedings, although its consent to  the  consolidation  shall  not  be
  required.