378.614. Merger or consolidation, allowed when--requirements--approval of director required--effects.
Merger or consolidation, allowed when--requirements--approval ofdirector required--effects.
378.614. 1. A domestic society may consolidate or mergewith any other society by complying with the provisions of thissection. It shall file with the director:
(1) A certified copy of the written contract containing infull the terms and conditions of the consolidation or merger;
(2) A sworn statement by the president and secretary orcorresponding officers of each society showing the financialcondition thereof on a date fixed by the director, but notearlier than December thirty-first next preceding the date of thecontract;
(3) A certificate of such officers, duly verified by theirrespective oaths, that the consolidation or merger has beenapproved by a two-thirds vote of the supreme governing body ofeach society, such vote being conducted at a regular or specialmeeting of each such body, or, if the society's laws so permit,by mail; and
(4) Evidence that at least sixty days prior to the actionof the supreme governing body of each society, the text of thecontract has been furnished to all members of each society eitherby mail or by publication in full in the official publication ofeach society.
2. If the director finds that the contract is in conformitywith the provisions of this section, that the financialstatements are correct, and that the consolidation or merger isjust and equitable to the members of each society, the directorshall approve the contract and issue his certificate to sucheffect. Upon such approval, the contract shall be in full forceand effect unless any society which is a party to the contract isincorporated under the laws of any other state or territory. Insuch event the consolidation or merger shall not become effectiveunless and until it has been approved as provided by the laws ofsuch state or territory and a certificate of such approval filedwith the director of this state, or if the laws of such state orterritory contain no such provision, then the consolidation ormerger shall not become effective unless and until it has beenapproved by the insurance supervisory official of such state orterritory and a certificate of such approval filed with thedirector.
3. Upon the consolidation or merger becoming effective asherein provided, all the rights, franchises and interests of theconsolidated or merged societies in and to every species ofproperty, real, personal or mixed, and things in action thereuntobelonging shall be vested in the society resulting from orremaining after the consolidation or merger without any otherinstrument, except that conveyances of real property may beevidenced by proper deeds, and the title to any real estate orinterest therein, vested under the laws of this state in any ofthe societies consolidated or merged, shall not revert or be inany way impaired by reason of the consolidation or merger, butshall vest absolutely in the society resulting from or remainingafter such consolidation or merger.
4. The affidavit of any officer of the society or of anyoneauthorized by it to mail any notice or document, stating thatsuch notice or document has been duly addressed and mailed, shallbe prima facie evidence that such notice or document has beenfurnished the addressees.
(L. 1992 S.B. 831)Effective 1-1-93