§4468. Consolidations and mergers

Link to law: http://legislature.vermont.gov/statutes/section/08/121/04468
Published: 2015

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Title

08

:
Banking and Insurance






Chapter

121

:
FRATERNAL BENEFIT SOCIETIES











 

§

4468. Consolidations and mergers

(a) A domestic

society may consolidate or merge with any other society by complying with the

provisions of this section.

(b) It shall

file with the Commissioner of Financial Regulation:

(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 thereof on a date fixed by the

Commissioner of Financial Regulation but not earlier than December 31, 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 vote of the supreme

legislative or governing body of each society; and

(4) evidence

that at least 60 days prior to the action of the supreme legislative or

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 organ of each society.

(c) If the

Commissioner of Financial Regulation 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, he or she shall approve the contract and issue his or her

certificate to that effect. Upon that 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 until it is approved as

provided by the laws of that state or territory and a certificate of the

approval is filed with the Commissioner of Financial Regulation 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 until it is approved by the commissioner

of financial regulation of that state or territory and a certificate of the

approval is filed with the Commissioner of Financial Regulation of this State.

(d) Upon the

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

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 the consolidation or merger.

(e) 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 the addressees. (Added 1959, No. 197, § 8, eff. Nov. 22,

1959; amended 1989, No. 225 (Adj. Sess.), § 25; 1995, No. 180 (Adj. Sess.), §

38; 2011, No. 78 (Adj. Sess.), § 2, eff. April 2, 2012.)
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