Consolidation or merger




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2087320-873.  Consolidation or merger

A.  A domestic fraternal benefit society may consolidate or merge with any other society if it complies with this section.  The society shall file the following with the director:

1.  A certified copy of the written contract that contains in full the terms and conditions of the consolidation or merger.

2.  A sworn statement by the president and secretary or other corresponding officers of each society that shows the financial condition of each society on a date designated by the director.  The date shall not be earlier than December 31 next preceding the date of the contract.

3.  A verified certificate of the president and secretary or other corresponding officers of each society stating that the consolidation or merger has been approved by a two thirds vote of the supreme governing body of each society and that the vote was conducted at a regular or special meeting of each society, or if permitted by the laws of the society, by mail.

4.  Evidence that at least sixty days before the action of the supreme governing body of each society the text of the contract was furnished to all members of each society either by mail or publication in full in the official publication of each society. The affidavit of any officer of the society or of any person who is authorized by the society to mail any notice or document stating that the notice or document was addressed and mailed is prima facie evidence that the notice or document was furnished to the addressees.

B.  The director shall approve the consolidation or merger and shall issue a certificate of approval if the director finds that the contract conforms with the requirements of this section, that the financial statements are correct and that the consolidation or merger is just and equitable to the members of each society.  On the director's approval, the contract is in full force and effect, except that if one of the parties to the contract is incorporated under the laws of any other state or territory, the consolidation or merger does not become effective until the consolidation or merger is approved pursuant to the laws of that state or territory and a certificate of approval is filed with the director of insurance in this state.  If the laws of the other state or territory do not provide for consolidation or merger, the consolidation or merger does not become effective until it has been approved by and a certificate of approval is filed with the director of insurance in that state or territory.

C.  After the consolidation or merger becomes effective, all of the rights, franchises and interests of the consolidated or merged societies in and to real, personal and mixed property are vested in the society resulting from or remaining after the consolidation or merger.  No other instrument is necessary to convey any property interests, except that conveyances of real property shall be evidenced by proper deeds.  The title to any real estate or any interest in real estate that is vested under the laws of this state in any of the societies that are consolidated or merged does not revert or is not impaired in any way by reason of the merger or consolidation but vests absolutely in the society that results from or remains after the consolidation or merger. 20873





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