§ 10-14-305 — Consolidations and mergers

Colorado § 10-14-305

• Jurisdiction: Colorado
• Title 10: Insurance
• Art.: Fraternal Benefit Societies

Text

(1) A domestic society may
consolidate or merge with any other society by complying with the provisions of this
section. It shall 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 the society's most recent financial report
required pursuant to section 10-14-602;

(c) A certificate 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, such vote being conducted at a regular or special
meeting of each such body, or, if the society's governing documents so permit, by
mail;

(d) Evidence that at least sixty 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; and

(e) Any other information deemed necessary by the commissioner.

(2) If the commissioner finds that the contract 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, the
commissioner shall approve the contract and issue a certificate to such effect.
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 such event the consolidation or merger shall not become effective
unless and until it has been approved as provided by the statutes of such state or
territory and a certificate of such approval filed with the commissioner of this state
or, if the statutes of such 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 or equivalent regulatory agency of such state or
territory and a certificate of such approval filed with the commissioner of this state.
In case such contract is not approved, it shall be inoperative, and the fact of its
submission and its contents shall not be disclosed by the commissioner.

(3) Upon the consolidation or merger becoming effective as provided in this
section, all the rights, franchises, interests, duties, and liabilities 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 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 such consolidation or merger.

(4) The affidavit of any officer of the society or of anyone authorized by it to
mail any notice or document stating that such notice or document has been duly
addressed and mailed shall be prima facie evidence that such notice or document
has been furnished the addressees.

Legislative History

Source: L. 93: Entire article amended with relocations, p. 595, � 1, effective July 1. L. 94: (1)(b) amended, p. 1629, � 25, effective May 31.