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A00969 Summary:

BILL NOA00969
 
SAME ASSAME AS S00896
 
SPONSORPaulin
 
COSPNSROtis, Vanel
 
MLTSPNSR
 
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.
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A00969 Actions:

BILL NOA00969
 
01/06/2021referred to corporations, authorities and commissions
01/12/2021reported
01/14/2021advanced to third reading cal.7
01/19/2021passed assembly
01/19/2021delivered to senate
01/19/2021REFERRED TO RULES
01/20/2021SUBSTITUTED FOR S896
01/20/20213RD READING CAL.49
01/20/2021PASSED SENATE
01/20/2021RETURNED TO ASSEMBLY
01/27/2021delivered to governor
01/28/2021signed chap.8
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A00969 Text:



 
                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

        A. 969                              3
 
     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.

        A. 969                              4
 
     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.
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