SECTION 1. Notwithstanding section 10A of chapter 180 of the General Laws or any other general or special law to the contrary, The Salvation Army of Massachusetts, Inc., a nonprofit religious and charitable corporation and a public charity as defined in said chapter 180, may merge into The Salvation Army, a New York nonprofit religious and charitable corporation.
SECTION 2. This merger shall take effect only if the merged corporation files with the state secretary articles of merger, providing that the merged corporation: (i) may be sued in the commonwealth for any prior obligation of The Salvation Army of Massachusetts, Inc., and any other obligation incurred by the merged corporation, so long as any liability remains outstanding against the corporation in the commonwealth; and (ii) shall be bound by, and the prior obligations under clause (i) shall include, any restrictions, whether in the nature of a contract or in the nature of an express or implied trust, on the use or disposition of assets held for charitable purposes by The Salvation Army of Massachusetts, Inc., and the merged corporation shall irrevocably appoint the state secretary as its agent to accept service of process in any action for the enforcement of any such obligation, including taxes, in the manner provided in chapter 180 of the General Laws.
END OF BILL
MEMORANDUM OF THE SECRETARY OF THE COMMONWEALTH IN RESPECT TO THE PETITION OF AARON VEGA, GAILANNE M. CARIDDI AND ELIZABETH L. POIRIER FOR LEGISLATION TO AUTHORIZE THE MERGER OF THE SALVATION ARMY OF MASSACHUSETTS, INC. INTO THE SALVATION ARMY, A NEW YORK CORPORATION
May 10, 2017
To The Honorable Senate And House of Representatives:
On May 8, 2017 the Clerk of the House of Representatives forwarded the above-referenced petition and bill to me with a request for a memorandum pursuant to General Laws Chapter 3 § 7.
The bill before you seeks to authorize the merger of the Salvation Army of Massachusetts, Inc. into the Salvation Army, a New York non-profit religious and charitable corporation. Massachusetts General Law, Chapter 180 § 10A, does not allow for such merger if the surviving entity is not organized under Massachusetts law.
Notwithstanding the prohibitions contained in M.G.L. Chapter 180, the bill seeks to authorize the merger. Special legislation is necessary to accomplish that end. This office supports the legislation.
No fee is required to be paid to the commonwealth by a corporation of this type.
William Francis Galvin
Secretary of the Commonwealth
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