N.Y. EDN Law § 223

§ 223. Consolidation or merger of corporations. Any two or more\ncorporations chartered under the powers of the regents or incorporated\nunder a special act of the legislature or under a general law for\npurposes for which a charter may be granted by the regents may enter\ninto an agreement for the consolidation or merger of such corporations,\nsetting forth the terms and conditions of consolidation or merger, the\nname of the proposed consolidated or merged corporation, the place or\nplaces where the institution or institutions to be maintained is or are\nto be located, the number of its directors, which may be five or more,\nthe time of the annual election and the names of the persons to be\ndirectors until the first or next annual meeting.\n The agreement must be approved by three-fourths of the trustees or\ndirectors of such corporations at a meeting of the trustees or directors\nof each corporation, separately and specially called for that purpose,\nwhich approval, duly verified by the chairman and clerk of such meeting,\nshall be annexed to the petition. On presentation of a petition,\ntogether with the certificate of approval and the agreement for\nconsolidation or merger, and on such notice to interested parties as the\nregents shall prescribe, and after hearing such interested parties as\ndesire to be heard, the regents may make and execute an order for the\nconsolidation or merger of the corporations on such terms and conditions\nas the regents may prescribe. When such order is made, such corporations\nshall become one corporation by the name designated in the order, and\nshall be subject only to such duties and obligations as a corporation\nformed under this chapter for the same purposes; and all the property\nbelonging to the corporations so consolidated or merged shall be vested\nin and transferred to the new or surviving corporation, which shall be\nsubject to all the liabilities of the former corporations, to the same\nextent as if they had been contracted or incurred by it. If any\ncorporation so consolidated or merged was incorporated under a special\nact of the legislature or under a general law pursuant to which its\ncertificate of incorporation was filed with the department of state, the\nregents shall deliver a certified copy of the order of consolidation or\nmerger to such department.\n