§432:2-305  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:



(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 but not earlier than December 31
next preceding the date of the contract;



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



(4)  Evidence that at least sixty 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 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 such effect.  Upon such 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 such event the consolidation or merger shall not become
effective unless and until it has been approved as provided by the laws of such
state or territory and a certificate of such approval filed with the
commissioner of this State, or, if the laws of such 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 such
state or territory and a certificate of such approval filed with the
commissioner of this State.



(c)  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 be vested 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 such notice or document has been duly addressed and mailed, shall be prima
facie evidence that such notice or document has been furnished the addressees.
[L 1987, c 347, pt of §2]