Bill Text: NY A00969 | 2021-2022 | General Assembly | Introduced
Bill Title: Requires consent of the cemetery board in the department of state prior to the merger of cemetery corporation; sets requirements for merger of consolidation.
Spectrum: Partisan Bill (Democrat 3-0)
Status: (Passed) 2021-01-28 - signed chap.8 [A00969 Detail]
Download: New_York-2021-A00969-Introduced.html
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. LBD07190-01-1A. 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 limitation32shall 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 countyA. 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; andA. 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.
