§ 27-25-14. Consolidations and mergers.
(a) 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 of insurance:
(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
of insurance but not earlier than December thirty-first, next preceding the date of
the contract;
(3) A certificate of the officers, duly verified by their respective oaths, that the consolidation
or merger has been approved by a two-thirds (â…”) vote of the supreme governing body
of each society, the vote being conducted at a regular or special meeting of the body,
or, if the society's laws so permit, by mail; and
(4) Evidence that at least sixty (60) days prior to the action of the supreme governing
body of each society, the text of the contract has been furnished to all of the members
of each society either by mail or by publication, in full, in the official publication
of each society.
(b) If the commissioner of insurance 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 society, the
commissioner shall approve the contract and issue a certificate to that effect. Upon
that 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 that state or territory and a certificate
of the approval filed with the commissioner of insurance of this state or, if the
laws of that 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 insurance of that state or territory and a certificate of the approval
filed with the commissioner of insurance of this state.
(c) Upon the consolidation or merger becoming effective, all of the rights, franchises,
and interest of the consolidated or merged societies in and to every species of property,
real, personal, or mixed, and things in action belonging to the societies shall be
vested in the society resulting from or remaining after the consolidation or merger
without any other instrument, except that conveyance 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, 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, shall be prima facie evidence that the notice or document has been furnished
to the addressees.