Summary
The Appellate Division, Second Department, affirmed an order approving the merger of two Jewish religious corporations under the Religious Corporations Law. The court held that the merging entities were not required to satisfy additional merger requirements under the Not-for-Profit Corporation Law because both were religious corporations formed under the Religious Corporations Law.
Topics
Practice areas
Questions Presented
- Whether two Jewish religious corporations merging under Religious Corporations Law §§ 13 and 208 were also required to satisfy the merger requirements of Not-for-Profit Corporation Law §§ 902, 903, and 907-a.
Holdings
- Two religious corporations incorporated under the Religious Corporations Law and merging with each other are not required to satisfy the additional merger requirements of Not-for-Profit Corporation Law §§ 902, 903, and 907-a.
Key quotations
“Religious Corporations Law § 13 provides that "[t]wo or more incorporated churches may enter into an agreement, under their respective corporate seals, for the consolidation or merger of such corporations."” ([*1])
Factual background
Arden Heights-Boulevard Jewish Center and Congregation Ahavath Israel were separate Jewish religious corporations incorporated under article 10 of the Religious Corporations Law. In 2019, they entered into an agreement to merge subject to court approval, and more than two-thirds of the members of each corporation approved the merger. Four Congregation Ahavath Israel members objected, but the Supreme Court approved the merger.
Procedural history
Arden Heights-Boulevard Jewish Center and Congregation Ahavath Israel petitioned under Religious Corporations Law §§ 13 and 208 for approval of their merger. The Supreme Court, Richmond County, granted the petitions and approved the merger in an amended order dated July 10, 2020. The objectants appealed, and the Appellate Division affirmed.