§ 23-73-122 - Merger.
23-73-122. Merger.
(a) Two (2) or more farmers' mutual aid associations or companies may merge as provided in this section. To effect a merger, it shall be necessary:
(1) That the board of directors of each of the associations shall propose a plan of merger and pass a resolution to the effect that the merger is advisable and containing the proposed name of the association, as merged, its principal office, and the names of its first board of directors and officers;
(2) That an annual or special meeting of the policyholders of each of the associations shall be held, a notice of which meeting shall be mailed to each of the policyholders thereof at least thirty (30) days prior to the holding thereof, and which notice shall embody the resolution adopted by the board of directors, as provided in subdivision (a)(1) of this section;
(3) That a majority of the policyholders of each of the associations present or represented at these meetings shall, by resolution, approve and ratify the action of the directors, as provided for in subdivision (a)(1) of this section; and
(4) That the plan of merger, proceeding, and resolutions be filed with and approved by the Insurance Commissioner.
(b) When full copies of these proceedings have been filed with the commissioner, which copies shall be certified by the president and secretary of the respective associations and duly verified by these officers, and approved of by him or her, the merger of these companies shall be deemed to be complete, and the company so continuing the business shall be deemed to have fully assumed all of the obligations, liabilities, and risks and to be the owner of all the assets of the associations so merging.
(c) If this merger is made under any new name, the filings of these proceedings and the approval of same by the commissioner shall be sufficient to constitute the merged company an association, with all the powers and privileges, and subject to all the limitations, of a farmers' mutual aid association or company under the laws of the state.