Amd §1506, rpld §1506 ¶(e) sub¶ 3, §1506-d, add §1506-d, N-PC L (as proposed in S.7155 & A.9089)
Requires consent of the cemetery board in the department of state prior to the merger of cemetery corporation; sets requirements for merger of consolidation.
STATE OF NEW YORK
________________________________________________________________________
969
2021-2022 Regular Sessions
IN ASSEMBLY(Prefiled)
January 6, 2021
___________
Introduced by M. of A. PAULIN -- read once and referred to the Committee
on Corporations, Authorities and Commissions
AN ACT to amend the not-for-profit corporation law, in relation to
requiring consent prior to the merger of cemetery corporations; and
repealing certain provisions of such law relating thereto
The People of the State of New York, represented in Senate and Assem-bly, do enact as follows:
1 Section 1. Paragraph (a) of section 1506 of the not-for-profit corpo-
2 ration law, as amended by chapter 539 of the laws of 2015, is amended to
3 read as follows:
4 (a) Purchase of land; notice to cemetery board. (1) No cemetery corpo-
5 ration, in purchasing real property hereafter, shall pay or agree to pay
6 more than the fair and reasonable market value thereof. The terms of the
7 purchase, including the price to be paid and the method of payment,
8 shall be subject to notice and approval of the cemetery board. In deter-
9 mining the fair and reasonable market value, the cemetery board may take
10 into consideration the method by which the purchase price is to be paid.
11 (2) Notwithstanding the restrictions set forth in subparagraph three
12 of paragraph (h) of this section, a cemetery corporation may purchase
13 real property for cemetery purposes that is not adjacent to existing
14 cemetery property or that would result in the cemetery corporation
15 owning more than two hundred acres of land in the aggregate upon proving
16 to the satisfaction of the cemetery board:
17 i. that the proposed purchase will benefit the cemetery corporation
18 and the owners of plots and graves in the cemetery;
19 ii. that the cemetery has sufficient funds and sufficient ability to
20 take on any debt required by the proposed terms of purchase;
21 iii. that the cemetery corporation fully investigated available land
22 in reasonable proximity to its existing cemetery and that the proposed
23 purchase is prudent, taking into consideration the proximity of the land
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD07190-01-1
A. 969 2
1 to the existing cemetery, the quantity of land, the proposed purchase
2 price, and if applicable, the number of lot sales and income the land is
3 reasonably expected to generate, and the future needs of the cemetery;
4 and
5 iv. that the municipalities that would be required to assume the care
6 and control of any part of the cemetery if the cemetery corporation were
7 to be abandoned have been notified of the proposed purchase.
8 § 2. Paragraph (c) of section 1506 of the not-for-profit corporation
9 law, as amended by a chapter of the laws of 2020 amending the not-for-
10 profit corporation law relating to requiring consent prior to the merger
11 of cemetery corporations, as proposed in legislative bills numbers S.
12 7155 and A.9089, is amended to read as follows:
13 (c) Cemeteries in Kings, Queens, Rockland, Westchester, Nassau,
14 Suffolk, Putnam and Erie counties. A cemetery corporation shall not take
15 by deed, devise, merger or otherwise any land in the counties of Kings,
16 Queens, Rockland, Westchester, Nassau, Suffolk, Putnam or Erie for ceme-
17 tery purposes, or set apart any ground therefor in any of such counties,
18 unless the consent of the board of supervisors or legislative body ther-
19 eof, or of the city council of the city of New York, in respect to Kings
20 or Queens county, be first obtained. Such consent may be granted upon
21 such conditions and under such regulations and restrictions as the
22 public health and welfare may require. Notice of application for such
23 consent shall be published, once a week for six weeks, in the newspapers
24 designated to publish the session laws and in such other newspapers
25 published in the county as such board or body may direct, stating the
26 time when the application will be made, a brief description of the lands
27 proposed to be acquired, their location and the area thereof. Any person
28 interested therein may be heard on such presentation. If such consent is
29 granted the corporation may take and hold the lands designated therein.
30 The consent shall not authorize any one corporation to take or hold more
31 than two hundred [and] fifty acres of land[, except that such limitation
32 shall not apply in the event of a merger of cemetery corporations]
33 unless the acquisition is by an abandonment pursuant to section fifteen
34 hundred six-c of this article or a merger or consolidation of cemetery
35 corporations pursuant to article nine of this chapter that complies with
36 the additional requirement of section fifteen hundred six-d of this
37 article, except that such limitation shall not apply to paragraph (n) of
38 this section and the provisions of subparagraph two of paragraph (a) of
39 this section. Nothing contained in this subdivision shall prevent any
40 religious corporation in existence on April fifteenth, eighteen hundred
41 fifty-four, in any of said counties from using as heretofore any burial
42 ground then belonging to it within such county. Such board or body, from
43 time to time, may make such regulation as to burials in any cemetery in
44 the county as the public health may require.
45 § 3. Paragraph (d) of section 1506 of the not-for-profit corporation
46 law, as added by chapter 871 of the laws of 1977, is amended to read as
47 follows:
48 (d) Limitation on the acquisition of land by rural cemetery corpo-
49 rations. It shall not be lawful for any rural cemetery corporation
50 hereafter to acquire or take by deed, devise or otherwise, any land in
51 any county within the state of New York, having a population of between
52 one hundred [and] seventy-five thousand and two hundred thousand,
53 according to the federal census of nineteen hundred, or set apart any
54 ground for cemetery purposes therein, where there has already been set
55 apart in any such county, five hundred acres of land for rural cemetery
56 purposes, and the consent of the board of supervisors of any such county
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1 shall not be granted where there has already been granted five hundred
2 acres of land, or upwards, within such county, to rural cemetery corpo-
3 rations unless the acquisition is by an abandonment pursuant to section
4 fifteen hundred six-c of this article or a merger or consolidation of
5 cemetery corporations pursuant to article nine of this chapter that
6 complies with the additional requirements of section fifteen hundred
7 six-d of this article. [But nothing] Nothing herein contained shall
8 affect any lawful consent or grant hitherto made by the board of super-
9 visors of any such county.
10 § 4. Subparagraph 1 of paragraph (e) of section 1506 of the not-for-
11 profit corporation law, as added by chapter 871 of the laws of 1977, is
12 amended to read as follows:
13 (1) It shall not be lawful for any corporation, association or person
14 hereafter to set aside or use for cemetery purposes any lands in any
15 county within the state erected on and after January first, eighteen
16 hundred ninety, adjoining a city of the first class and having a popu-
17 lation of between eighty thousand and eighty-five thousand according to
18 the federal census of nineteen hundred ten; but nothing herein contained
19 shall prevent cemetery corporations formed prior to January first, nine-
20 teen hundred seventeen, which own in such county a cemetery in which
21 burials have been made prior to such date, from setting apart and using
22 for burial purposes lands lying contiguous or adjacent to such cemetery
23 which lands have been heretofore acquired by a recorded deed of convey-
24 ance made to such a cemetery corporation either for burial purposes, or
25 for the purposes of the convenient transaction of its general business,
26 which lands shall have been acquired with the consent of the board of
27 supervisors; nor to prohibit the dedication or use of land within such
28 county for a family cemetery as provided in [subdivision] paragraph (c)
29 of section fourteen hundred one of this chapter. Nothing herein
30 contained shall prohibit a cemetery corporation from assuming management
31 and maintenance of an abandoned cemetery pursuant to section fifteen
32 hundred six-c of this article or a merger or consolidation of cemetery
33 corporations pursuant to article nine of this chapter that complies with
34 the additional requirements of section fifteen hundred six-d of this
35 article.
36 § 5. Subparagraph 3 of paragraph (e) of section 1506 of the not-for-
37 profit corporation law, as added by a chapter of the laws of 2020 amend-
38 ing the not-for-profit corporation law relating to requiring consent
39 prior to the merger of cemetery corporations, as proposed in legislative
40 bills numbers S.7155 and A. 9089, is REPEALED.
41 § 6. Paragraph (h) of section 1506 of the not-for-profit corporation
42 law, as amended by a chapter of the laws of 2020 amending the not-for-
43 profit corporation law relating to requiring consent prior to the merger
44 of cemetery corporations, as proposed in legislative bills numbers S.
45 7155 and A. 9089, is amended to read as follows:
46 (h) Acquisition of property by condemnation or otherwise. (1) If the
47 certificate of incorporation or by-laws of a cemetery corporation do not
48 exclude any person, on equal terms with other persons, from the privi-
49 lege of purchasing a lot or of burial in its cemetery, such corporation
50 may, from time to time, acquire by condemnation, exclusively for the
51 purposes of a cemetery, not more than two hundred acres of land in the
52 aggregate, forming one continuous tract, wholly or partly within the
53 county in which its certificate of incorporation is filed or recorded,
54 except as in this section otherwise provided as to the counties of Erie,
55 Nassau, Suffolk, Putnam, Kings, Queens, Rockland and Westchester.
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1 (2) A cemetery corporation may acquire by condemnation, exclusively
2 for the purposes of a cemetery, any real property or any interest there-
3 in necessary to supply water for the uses of such cemetery, and the
4 right to lay, relay, repair and maintain conduits and water pipes with
5 connections and fixtures, in, through or over the lands of others and
6 the right to intercept and divert the flow of waters from the lands of
7 riparian owners, and from persons owning or interested in any waters.
8 But no such cemetery corporation shall have power to take or use water
9 from any of the canals of this state, or any canal reservoirs as feed-
10 ers, or any streams which have been taken by the state for the purpose
11 of supplying the canals with water.
12 (3) A cemetery corporation may acquire, otherwise than by condemna-
13 tion, real property [as outlined in this article for burial purposes]
14 exclusively for the purposes of a cemetery as aforesaid in subparagraph
15 1 of this paragraph and additional real property for the purposes of the
16 convenient transactions of its business, no portion of which shall be
17 used for the purposes of a cemetery. Notwithstanding the foregoing or
18 any other provision of law to the contrary, a cemetery corporation that
19 holds real property for cemetery purposes that exceeds two hundred acres
20 in the aggregate or that does not form one continuous tract as a result
21 of acquisitions of real property that occurred prior to the effective
22 date of the chapter of the laws of two thousand twenty which amended
23 this paragraph and for which all approvals and consents required at the
24 time to acquire such real property were obtained, may continue to use
25 such real property for cemetery purposes.
26 § 7. Section 1506-d of the not-for-profit corporation law, as added by
27 a chapter of the laws of 2020 amending the not-for-profit corporation
28 law relating to requiring consent prior to the merger of cemetery corpo-
29 rations, as proposed in legislative bills numbers S. 7155 and A. 9089,
30 is REPEALED.
31 § 8. The not-for-profit corporation law is amended by adding a new
32 section 1506-d to read as follows:
33 § 1506-d. Additional requirements for merger or consolidation of ceme-
34 tery corporations in certain circumstances. (a) A merger or consol-
35 idation of cemetery corporations may be approved notwithstanding that
36 the surviving corporation or consolidated corporation will own land that
37 does not form one continuous tract or that exceeds two hundred acres in
38 the aggregate, but only with the recommendation of the cemetery board.
39 The cemeteries proposing such a merger or consolidation shall first
40 prove to the satisfaction of the cemetery board that:
41 (1) the plan of merger or consolidation is economically feasible and
42 financially responsible;
43 (2) the merger or consolidation does not harm the interests of each
44 cemetery corporation, their lot owners, the communities in which the
45 constituent cemeteries are located, or the state;
46 (3) the surviving or consolidated corporation will have the resources,
47 ability and commitment of directors and officers to ensure that all the
48 constituent cemeteries are properly operated and maintained, that they
49 will not fall into disrepair and dilapidation and become a burden upon
50 the community, that they will be operated for the mutual benefit of lot
51 owners, and that they will continue to serve the local communities in
52 which they are located;
53 (4) the municipalities which would be required to assume the care and
54 control of any part of the cemetery if the surviving or consolidated
55 cemetery corporation were to be abandoned have been notified of the
56 proposed merger or consolidation; and
A. 969 5
1 (5) the plan of merger or consolidation submitted to the cemetery
2 board shall include the following:
3 (i) a description of the financial assets of each constituent cemetery
4 corporation demonstrating that the surviving or consolidated cemetery
5 will have sufficient financial resources to operate all locations subse-
6 quent to merger or consolidation;
7 (ii) a proposal for management of financial assets of the surviving or
8 consolidated cemetery, including management of trust funds of the
9 constituent cemeteries;
10 (iii) a proposal for maintenance, storage and availability of all
11 corporate and cemetery records of the surviving or consolidated cemetery
12 including procedures for physical or remote access to such records by
13 persons entitled to access;
14 (iv) a proposal for maintenance, storage and availability of all
15 corporate and cemetery records relating to the constituent cemeteries,
16 including procedures for physical or remote access to such records by
17 persons entitled to access;
18 (v) a plan for maintenance and operation of all locations in an equi-
19 table manner;
20 (vi) an agreement that contact information for the surviving or
21 consolidated cemetery will be posted at the entrance to each location of
22 the surviving or consolidated cemetery and on any website maintained by
23 it;
24 (vii) a proposal for the conduct of annual and special lot owner meet-
25 ings that permits lot owners who were lot owners of a constituent ceme-
26 tery to attend, actively participate in, and vote at such meetings
27 remotely; and
28 (viii) a proposal for providing notice to lot owners who were lot
29 owners of a constituent cemetery of the place, date and hour of the
30 annual and any special lot owner meetings in compliance with section six
31 hundred five of this chapter, and that also provides for: notice to be
32 published in a newspaper located in each county in which any constituent
33 cemetery was located, and notice to be prominently posted on the home-
34 page of any website maintained by the surviving or consolidated ceme-
35 tery.
36 (b) In addition to the requirements of section nine hundred three of
37 this chapter, lot owner approval of the plan of merger or consolidation
38 must meet these requirements:
39 (1) Notice of the meeting to lot owners by a constituent cemetery
40 corporation that will not be a surviving cemetery corporation may not be
41 served by publication, unless the constituent cemetery demonstrates that
42 notice by means other than publication would cause undue hardship;
43 (2) Additional notice of the meeting shall be conspicuously posted at
44 the cemetery at least sixty days prior to the meeting and shall provide
45 the name, telephone number and address of a person from whom a copy of
46 the plan of merger or consolidation may be obtained; and
47 (3) Additional notice of the meeting, along with the plan of merger or
48 consolidation or an outline of the material features of the plan, shall
49 be conspicuously posted, by each constituent corporation, on any website
50 it maintains or through which it conducts business.
51 (c) The cemetery board may adopt rules and regulations as are neces-
52 sary to carry out the purposes and provisions of this section.
53 § 9. The provisions of sections one through eight of this act shall
54 apply to plans of merger or consolidation submitted to the cemetery
55 board on or after the effective date of this act.
A. 969 6
1 § 10. This act shall take effect on the same date and in the same
2 manner as a chapter of the laws of 2020 amending the not-for-profit
3 corporation law relating to requiring consent prior to the merger of
4 cemetery corporations, as proposed in legislative bills numbers S. 7155
5 and A. 9089, takes effect.
