§ 27-11-5-4 — Consolidation or merger

Indiana § 27-11-5-4

• Jurisdiction: Indiana
• Title 27: INSURANCE
• Art. 11: FRATERNAL BENEFIT SOCIETIES
• Ch. 5: Governance

Text

(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 of the society 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, 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 body, or, if the society's laws permit, by mail; and
(4) evidence that, at least sixty (60) days before 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) If the commissioner finds that:
(1) the contract is in conformity with this section;
(2) the financial statements are correct; and
(3) 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
that effect. Upon approval, the contract shall be in full force and effect
unless any society that is a party to the contract is incorporated under
the laws of any other state or territory. In that 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 approval has been filed with the commissioner 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 that state or territory and a
certificate of approval has been filed with the commissioner of this
state.
(c) 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, except that conveyances of real
property may be evidenced by proper deeds, and the title to any real
estate or interest in any real estate, 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, is prima facie
evidence that the notice or document has been furnished the
addressees.

Legislative History

As added by P.L.262-1985, SEC.1. Amended by P.L.136-2018, SEC.201.