§ 26-29-214 — Consolidations and mergers

Wyoming § 26-29-214

• Jurisdiction: Wyoming
• Title 26: Insurance Code
• Ch. 29: FRATERNAL BENEFIT SOCIETIES

Text

(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:
(i) A certified copy of the written contract
containing in full the terms and conditions of the consolidation
or merger;
(ii) 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 December 31 next preceding the date of the
contract;
(iii) 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 supreme governing body, or,
if the society's laws permit, by mail; and
(iv) 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 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 the contract conforms
with 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 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 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 approval filed with the
commissioner of this state or, if the laws of the state or
territory contain no applicable 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 certificate of approval filed with the
commissioner of this state. In case the contract is not
approved it shall be inoperative, and the fact of the submission
and its contents shall not be disclosed by the commissioner.
(c) Upon consolidation or merger becoming effective as
herein provided, 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 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.
(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 addressed and mailed, shall
be prima facie evidence that the notice or document has been
furnished the addressees.