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The Vermont Statutes Online
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.)