NRS 695A.130 Consolidation; merger.

543 words·~2 min read·/nv/chapter-695a-fraternal-benefit-societies/695a-130·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

1. A domestic society that wishes to consolidate or merge with any other society must file with the Commissioner:

(a)A certified copy of the written contract containing in full the terms and conditions of the consolidation or merger;

(b)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;

(c)The certification of such officers, duly verified by their respective oaths, that the consolidation or merger has been approved by a two-thirds vote of the supreme governing body of each society at a regular or special meeting of such bodies or, if permitted by the laws of the society, by mail; and

(d)Evidence that at least 60 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 by publication in full in the official publication of each society.

2. If the Commissioner finds that the contract containing in full the terms and conditions of the consolidation or merger is in conformity with the provisions 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, the Commissioner shall approve the contract and issue a certification of that fact.

3. The contract becomes effective upon approval by the Commissioner unless any society which is a party to the contract is incorporated under the laws of any other state or territory, in which case the consolidation or merger does not become effective unless:

(a)It is approved as provided by the laws of the other state or territory and a certificate of such approval has been filed with the Commissioner of this state; or

(b)If the laws of the other state or territory do not provide for such approval, it is approved by the officer responsible for supervising the business of insurance in the other state or territory and a certificate of such approval has been filed with the Commissioner of this state.

4. Upon the consolidation or merger becoming effective as provided in this chapter, 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 belonging thereto are vested in the society resulting from or remaining after the consolidation or merger without any other instrument, except that conveyances of real property may be evidenced by proper deeds. The title to any real property or interest therein, vested under the laws of this state in any of the societies consolidated or merged, does not revert and is not in any way impaired by the consolidation or merger but vests absolutely in the society resulting from or remaining after the consolidation or merger.

5. 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, is prima facie evidence that the notice or document has been furnished the addressees.