§ 26.1-15.1-14 — Consolidations and mergers

North Dakota § 26.1-15.1-14

• Jurisdiction: North Dakota
• Title 26.1: Insurance
• Ch. 26.1-15.1: Fraternal Benefit Societies

Text

1. A domestic society may consolidate or merge with any other society by complying with
this section. It shall file with the commissioner:
a. A certified copy of the 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 of the society on a date fixed by the
commissioner but not earlier than December thirty-first next preceding the date of
the contract.
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 conducted at a regular or special meeting of each
or, if the laws of the society 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.
2. If the commissioner finds that the contract conforms to this section, that the financial
statements are correct, and that the consolidation of 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 is in effect unless any society that
is a party to the contract is incorporated under the laws of any other state or territory. A
consolidation or merger involving a society from another state or territory is not
effective until it has been approved as provided by the laws of the other state or
territory and a certificate of that approval has been filed with the commissioner.
3. 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
are vested in the resulting society without any other instrument, except that
conveyances of real property may be evidenced by proper deeds, and the title to any
real property vested under the laws of this state in any of the societies consolidated or
merged does not revert nor is it in any way impaired by reason of the consolidation or
merger, but vests absolutely in the society resulting from the 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, is prima facie evidence that the notice or document has been furnished to
the addressees.