58-37A-14. Consolidation or merger.
534 words·~2 min read·
/sd/title-58/chapter-58-37/58-37a-14·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
A domestic society may consolidate or merge with any other society by complying with the provisions of this section and the applicable provisions of §§ 47-1A-1101 to 47-1A-1108 , inclusive, and chapter 58-5 . It shall file with the director:
(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 director but not earlier than December thirty-first, next preceding the date of the contract;
(3)A certificate of the officers, 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, the vote being conducted at a regular or special meeting of each body, or, if the society's laws permit, by mail; and
(4)Evidence that at least sixty days before the action of the supreme governing body of each society, the text of the contract had been furnished to all members of each society either by mail or by publication in full in the official publication of each society.
If the director finds that the contract conforms to 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 director shall approve the contract and issue a certificate to that effect. Upon approval, the contract shall be in effect unless any society which is a party to the contract is incorporated under the laws of any other state or territory. The consolidation or merger is not effective until it has been approved as provided by the laws of the other state or territory and a certificate of approval filed with the director of insurance of this state or, if the laws of the other state or territory contain no such provision, the consolidation or merger is not effective until it has been approved by the director of the other state or territory and a certificate of approval filed with the director of insurance of this state.
Upon the consolidation or merger becoming effective, 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 to the consolidated or merged societies, shall be vested in the society resulting from or remaining after the consolidation or merger without any other instrument. However, conveyances of real property may be evidenced by proper deeds, and the title to any real estate or interest in real estate, vested under the laws of this state in any of the societies consolidated or merged, do not revert and are not impaired by reason of the consolidation or merger, but shall vest in the society resulting from the consolidation or merger.
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 addressed and mailed, is prima facie evidence that the notice or document has been furnished to the addressees.