56-25-1305 - Method of consolidation or merger.
56-25-1305. Method of consolidation or merger.
(a) A domestic society may consolidate or merge with any other society by complying with this section. It shall file with the commissioner:
(1) A certified copy of the written contract containing in full the terms and conditions of the consolidation or merger;
(2) A sworn statement by the president and secretary or corresponding officers of each society showing the financial condition thereof on a date fixed by the commissioner but not earlier than December 31, next preceding the date of the contract;
(3) A certificate of the officers duly verified by their respective oaths, that the consolidation or merger has been approved by a two-thirds (2/3) vote of the supreme governing body of each society, the vote being conducted at a regular or special meeting of each such body, or, if the society's laws so permit, by mail; and
(4) Evidence that at least sixty (60) days prior to the action of the supreme governing body of each society, the text of the contract has been furnished to all members of each society either by mail or by publication in full in the official publication of each society.
(b) (1) If the commissioner finds that the contract is in conformity with this section, that the financial statements are correct and that the consolidation or merger is just and equitable to the members of each society, the commissioner shall approve the contract and issue a certificate to such effect.
(2) Upon such approval, the contract shall be in full force and effect unless any society which is a party to the contract is incorporated under the laws of any other state or territory. In this event, the consolidation or merger shall not become effective unless and until it has been approved as provided by the laws of the state or territory and a certificate of the approval filed with the commissioner of commerce and insurance of this state or, if the laws of the state or territory contain no such provision, then the consolidation or merger shall not become effective unless and until it has been approved by the commissioner of insurance of the state or territory, and a certificate of the approval filed with the commissioner of commerce and insurance of this state.
(3) In case the contract is not approved, it shall be inoperative, and the fact of the submission and its contents shall not be disclosed by the commissioner.
(c) Upon the consolidation or merger becoming effective as provided in this section, all the rights, franchises and interests of the consolidated or merged societies in and to every species of property, real, personal or mixed, and things in action thereunto belonging shall be vested in the society resulting from or remaining after the consolidation or merger without any other instrument, except that conveyances of the real property may be evidenced by proper deeds, and the title to any real estate or interest therein, vested under the laws of this state in any of the societies consolidated or merged, shall not revert or be in any way impaired by reason of the consolidation or merger, but shall vest absolutely in the society resulting from or remaining after the consolidation or merger.
(d) The affidavit of any officer of the society or of anyone authorized by it to mail any notice or document, stating that the notice or document has been duly addressed and mailed, shall be prima facie evidence that the notice or document has been furnished the addressees.
(e) (1) All necessary and actual expenses and compensation incident to the proceedings provided in this section shall be paid as provided by the contract of consolidation or merger.
(2) No brokerage or commission shall be included in the expenses and compensation or shall be paid to any person by either of the parties to any such contract in connection with the negotiation therefor or execution thereof, nor shall any compensation be paid to any officer or employee of either of the parties to the contract for directly or indirectly aiding in effecting the contract of consolidation or merger.
(3) An itemized statement of all the expenses shall be filed with the commissioner, subject to approval, and, when approved, shall be binding on the parties to the contract.
(4) Except as fully expressed in the contract of consolidation or merger, or itemized statement of expenses, as approved by the commissioner or commissioners, as the case may be, no compensation shall be paid to any person or persons, and no officer or employee of the state shall receive any compensation, directly or indirectly, for in any manner aiding, promoting or assisting any such consolidation or merger.
[Acts 1990, ch. 703, § 1.]