§432:2-305  Consolidations and mergers. (a)  A domestic society may consolidate or merge with any other society bycomplying with the provisions of this section.  It shall file with thecommissioner:

(1)  A certified copy of the written contract containingin full the terms and conditions of the consolidation or merger;

(2)  A sworn statement by the president and secretaryor corresponding officers of each society showing the financial conditionthereof on a date fixed by the commissioner but not earlier than December 31next preceding the date of the contract;

(3)  A certificate of such officers, duly verified bytheir respective oaths, that the consolidation or merger has been approved by atwo-thirds vote of the supreme governing body of each society, such vote beingconducted at a regular or special meeting of each such body, or, if thesociety's laws so permit, by mail; and

(4)  Evidence that at least sixty days prior to theaction of the supreme governing body of each society, the text of the contracthas been furnished to all members of each society either by mail or bypublication in full in the official publication of each society.

(b)  If the commissioner finds that thecontract is in conformity with the provisions of this section, that the financialstatements are correct and that the consolidation or merger is just andequitable to the members of each society, the commissioner shall approve thecontract and issue a certificate to such effect.  Upon such approval, thecontract shall be in full force and effect, unless any society which is a partyto the contract is incorporated under the laws of any other state orterritory.  In such event the consolidation or merger shall not becomeeffective unless and until it has been approved as provided by the laws of suchstate or territory and a certificate of such approval filed with thecommissioner of this State, or, if the laws of such state or territory containno such provision, then the consolidation or merger shall not become effectiveunless and until it has been approved by the commissioner of insurance of suchstate or territory and a certificate of such approval filed with thecommissioner of this State.

(c)  Upon the consolidation or merger becomingeffective as herein provided, all the rights, franchises and interests of theconsolidated or merged societies in and to every species of property, real,personal or mixed, and things in action thereunto belonging shall be vested inthe society resulting from or remaining after the consolidation or mergerwithout any other instrument; except that conveyances of real property may beevidenced by proper deeds, and the title to any real estate or interesttherein, vested under the laws of this State in any of the societiesconsolidated or merged, shall not revert or be in any way impaired by reason ofthe consolidation or merger, but shall be vested absolutely in the societyresulting from or remaining after such consolidation or merger.

(d)  The affidavit of any officer of thesociety or of anyone authorized by it to mail any notice or document, statingthat such notice or document has been duly addressed and mailed, shall be primafacie evidence that such notice or document has been furnished the addressees.[L 1987, c 347, pt of §2]