38.2-4114 - Consolidations and mergers.
§ 38.2-4114. Consolidations and mergers.
A. A domestic society may consolidate or merge with any other society bycomplying with the provisions of this section. It shall file with theCommission:
1. A certified copy of the written contract containing in full the terms andconditions of the consolidation or merger;
2. A sworn statement by the president and secretary or corresponding officersof each society showing its financial condition on a date fixed by theCommission but not earlier than December 31 next preceding the date of thecontract;
3. A certificate of such officers, duly verified, that the consolidation ormerger has been approved by a two-thirds vote of the supreme governing bodyof each society, such vote being conducted at a regular or special meeting ofeach such body, or, if the society's laws permit, by mail; and
4. Evidence that at least sixty days prior to the action of the supremegoverning body of each society, the text of the contract has been furnishedto all members of each society either by mail or by publication in full inthe official publication of each society.
B. If the Commission finds that the contract conforms to the provisions ofthis section, that the financial statements are correct and that theconsolidation or merger is just and equitable to the members of each society,the Commission shall approve the contract and issue a certificate to sucheffect. Upon such approval, the contract shall be effective unless anysociety which is a party to the contract is incorporated under the laws ofany other state or territory. In such event, the consolidation or mergershall not become effective until it has been approved as provided by the lawsof such state or territory and a certificate of such approval filed with theCommission. If the laws of such state or territory contain no suchprovision, then the consolidation or merger shall not become effective untilit has been approved by the Commission of such state or territory and acertificate of such approval filed with the Commission.
C. When the consolidation or merger becomes effective, all the rights,franchises, and interests of the consolidated or merged societies in and toevery species of property and things in action belonging to the societiesshall be vested in the society resulting from or remaining after theconsolidation or merger without any other instrument. Conveyances of realproperty, however, may be evidenced by proper deeds, and the title to anyreal estate or interest therein, vested under the laws of this Commonwealthin any of the societies consolidated or merged, shall not revert or be inanyway impaired by reason of the consolidation or merger but shall vestabsolutely in the society resulting from or remaining after suchconsolidation or merger.
D. The affidavit of any officer of the society or of anyone authorized by itto mail any notice or document, stating that such notice or document has beenduly addressed and mailed, shall be prima facie evidence that such notice ordocument has been furnished the addressees.
(Code 1950, §§ 38-270, 38.1-575; 1952, c. 317, § 38.1-638.7; 1968, c. 654;1986, c. 562.)