N.Y. Not-For-Profit Corp. Law § 1506-d
Additional requirements for merger or consolidation of cemetery corporations in certain circumstances
Redline — January 1, 2021 → current.View current text →
Current — January 1, 2022
As of January 1, 2021
§ 1506-d. Cemetery merger authorization.\n (a) Upon application and approval by the cemetery board and in\ncompliance with this article and article nine of this chapter, a\ncemetery corporation organized pursuant to this chapter or by general or\nspecial law or by special act of the legislature may merge with one or\nmore other cemetery corporations located within a fifty mile radius of\nthe principal place of business of the surviving cemetery corporation.\nNothing in this section shall require, as a condition of any cemetery\nmerger, that the cemetery property involved in such transaction be\nadjacent or contiguous property or be limited to a certain maximum\nnumber of total acres so long as the merging cemetery corporations\ndemonstrate to the cemetery board that the resulting merged cemetery\ncorporation will have sufficient assets to maintain its cemetery\nproperties and manage its operations.\n (b) Upon application and approval by the cemetery board and in\ncompliance with this article and article nine of this chapter, a\ncemetery corporation organized pursuant to this chapter or by general or\nspecial law or by special act of the legislature, which had, at the end\nof the preceding financial reporting year, ten million dollars or more\nin total financial assets, including all general funds, permanent\nmaintenance funds, perpetual care funds, special trust funds and other\nrestricted or unrestricted funds under the control of the cemetery\ncorporation, regardless of the form in which they are held, may merge\nwith one or more cemetery corporations located greater than a fifty mile\nradius from the principal place of business of the surviving cemetery\ncorporation to create a single entity with multiple cemetery locations,\nregardless of the geographic distance between its cemetery locations or\nfrom the surviving cemetery corporation's principal place of business,\nso long as the surviving cemetery corporation provides the following to\nthe cemetery board: (1) an outline of financial management controls that\nhave been or will be implemented to accommodate multiple cemeteries\noperated at locations geographically distant from the surviving\ncemetery; (2) an outline of the total financial assets of each cemetery\ncorporation to be merged demonstrating that the surviving cemetery will\nhave sufficient financial resources to operate the merged cemeteries;\n(3) information regarding the location of all corporate and cemetery\nrecords of the merged cemeteries, as well as procedures for remote\naccess to such records by all lot owners of the merged cemeteries; (4) a\nplan for providing remote maintenance and operations services to the\nmerged cemeteries, including those that are geographically distant; (5)\ncontact information, to be posted at the entrance to each merged\ncemetery and on any website maintained by the surviving cemetery,\nlisting the contact information for the surviving cemetery; (6)\nprocedures for conducting lot owners' meetings for remote merged\ncemeteries; and (7) procedures for providing notice to lot owners of all\nmerged cemeteries of the place, date and hour of the annual meeting of\nthe surviving cemetery, which notice shall be published in a newspaper\nlocated in each county in which any merged cemetery is physically\nlocated, shall be prominently posted on the homepage of any web site\nmaintained by the surviving cemetery, and shall otherwise comply with\nsection six hundred five of this chapter.\n (c) Pursuant to section fifteen hundred five-a of this article the\nsurviving cemetery corporation shall, if necessary, within ninety days\nafter the consummation of any merger under this section, amend its\ncertificate of incorporation to list each city, village or town, and\ncounty where any part of the surviving cemetery is or is proposed to be\nsituated, and shall file such amended certificate of incorporation with\nthe office of the county clerk of each applicable county.\n (d) Nothing in this section shall prohibit a cemetery corporation from\nmerging with a crematory operation, regardless of the location of the\noperation of such cemetery corporation. Any purchase, abandonment, or\ndonation of real property to a cemetery corporation, or merger of\ncemetery corporations, that has occurred on or before January first, two\nthousand twenty, including any such transaction previously authorized or\napproved by the cemetery board shall be deemed to be duly ratified and\nshall not be subject to the additional provisions of section fifteen\nhundred six of this article or any further review by the cemetery board.\n
§ 1506-d. Additional requirements for merger or consolidation of\ncemetery corporations in certain circumstances. (a) A merger or\nconsolidation of cemetery corporations may be approved notwithstanding\nthat the surviving corporation or consolidated corporation will own land\nthat does not form one continuous tract or that exceeds two hundred\nacres in the aggregate, but only with the recommendation of the cemetery\nboard. The cemeteries proposing such a merger or consolidation shall\nfirst prove to the satisfaction of the cemetery board that:\n (1) the plan of merger or consolidation is economically feasible and\nfinancially responsible;\n (2) the merger or consolidation does not harm the interests of each\ncemetery corporation, their lot owners, the communities in which the\nconstituent cemeteries are located, or the state;\n (3) the surviving or consolidated corporation will have the resources,\nability and commitment of directors and officers to ensure that all the\nconstituent cemeteries are properly operated and maintained, that they\nwill not fall into disrepair and dilapidation and become a burden upon\nthe community, that they will be operated for the mutual benefit of lot\nowners, and that they will continue to serve the local communities in\nwhich they are located;\n (4) the municipalities which would be required to assume the care and\ncontrol of any part of the cemetery if the surviving or consolidated\ncemetery corporation were to be abandoned have been notified of the\nproposed merger or consolidation; and\n (5) the plan of merger or consolidation submitted to the cemetery\nboard shall include the following:\n (i) a description of the financial assets of each constituent cemetery\ncorporation demonstrating that the surviving or consolidated cemetery\nwill have sufficient financial resources to operate all locations\nsubsequent to merger or consolidation;\n (ii) a proposal for management of financial assets of the surviving or\nconsolidated cemetery, including management of trust funds of the\nconstituent cemeteries;\n (iii) a proposal for maintenance, storage and availability of all\ncorporate and cemetery records of the surviving or consolidated cemetery\nincluding procedures for physical or remote access to such records by\npersons entitled to access;\n (iv) a proposal for maintenance, storage and availability of all\ncorporate and cemetery records relating to the constituent cemeteries,\nincluding procedures for physical or remote access to such records by\npersons entitled to access;\n (v) a plan for maintenance and operation of all locations in an\nequitable manner;\n (vi) an agreement that contact information for the surviving or\nconsolidated cemetery will be posted at the entrance to each location of\nthe surviving or consolidated cemetery and on any website maintained by\nit;\n (vii) a proposal for the conduct of annual and special lot owner\nmeetings that permits lot owners who were lot owners of a constituent\ncemetery to attend, actively participate in, and vote at such meetings\nremotely; and\n (viii) a proposal for providing notice to lot owners who were lot\nowners of a constituent cemetery of the place, date and hour of the\nannual and any special lot owner meetings in compliance with section six\nhundred five of this chapter, and that also provides for: notice to be\npublished in a newspaper located in each county in which any constituent\ncemetery was located, and notice to be prominently posted on the\nhomepage of any website maintained by the surviving or consolidated\ncemetery.\n (b) In addition to the requirements of section nine hundred three of\nthis chapter, lot owner approval of the plan of merger or consolidation\nmust meet these requirements:\n (1) Notice of the meeting to lot owners by a constituent cemetery\ncorporation that will not be a surviving cemetery corporation may not be\nserved by publication, unless the constituent cemetery demonstrates that\nnotice by means other than publication would cause undue hardship;\n (2) Additional notice of the meeting shall be conspicuously posted at\nthe cemetery at least sixty days prior to the meeting and shall provide\nthe name, telephone number and address of a person from whom a copy of\nthe plan of merger or consolidation may be obtained; and\n (3) Additional notice of the meeting, along with the plan of merger or\nconsolidation or an outline of the material features of the plan, shall\nbe conspicuously posted, by each constituent corporation, on any website\nit maintains or through which it conducts business.\n (c) The cemetery board may adopt rules and regulations as are\nnecessary to carry out the purposes and provisions of this section.\n
Official source: NYS Open Legislation (New York State Senate). Reproduced from public-domain New York statutes; confirm against the official source for the current text. Not legal advice.