352.150. 1. The corporations which are to be parties to such merger orconsolidation, upon being first authorized by the affirmative vote of amajority of their respective members entitled to vote, shall enter into anagreement providing for such merger or consolidation and the terms andconditions thereof, subject, however, to the approval of the circuit court asherein provided.
2. Thereafter, such corporations shall submit to the circuit courthaving jurisdiction in the city or county where either of such corporations islocated a copy of such agreement with their petition praying for the approvalof such agreement and consolidation or merger. If the court finds that suchconsent of such majority of the members of such respective corporations hasbeen obtained and if the court shall be of the opinion that the purposes ofsuch proposed consolidated corporation come properly within the purview of thelaws of this state relating to benevolent, religious, scientific,fraternal-beneficial, educational and miscellaneous associations and that suchmerger or consolidation is not inconsistent with the constitution or laws ofthe United States or of this state, the court shall enter of record an orderto that effect granting said petition and authorizing and approving suchmerger or consolidation.
3. No such order shall be made until such petition shall have remainedon file in such court for at least three days; and if and when the judge towhom such petition shall have been presented shall entertain any doubt as tothe lawfulness of such proposed merger or consolidation, he may appoint somecompetent person as a friend of the court, whose duty it shall be to examinesaid petition and agreement and show cause, if any there be, on some day to befixed by the court, why the prayer of such petition should not be granted.Such person so appointed shall not be confined in his examination to saidpetition and agreement, but may introduce such testimony as may be availableand proper in order to fully disclose the true purposes of such merger orconsolidation; and upon the hearing thereof, the court shall make such ordergranting or dismissing said petition as to it may seem best.
4. Upon the entry of an order by the court approving such consolidationor merger and granting such petition, the petitioners shall cause the saidagreement, together with such order of court, to be recorded in the office ofthe recorder of deeds of the county or counties in which such petitioners arelocated and thereafter filed in the office of the secretary of state.Thereupon, the secretary of state shall issue to such consolidated corporationa certified copy of such agreement and order of court as filed in his office,which certified copy shall be the charter of incorporation of suchconsolidated corporation, and thereupon such consolidated corporation shallbecome and be a body corporate and politic by the corporate name designated insuch agreement and subject to the laws of this state relating to suchassociations as aforesaid.
352.150. 1. The corporations which are to be parties to such merger orconsolidation, upon being first authorized by the affirmative vote of amajority of their respective members entitled to vote, shall enter into anagreement providing for such merger or consolidation and the terms andconditions thereof, subject, however, to the approval of the circuit court asherein provided.
2. Thereafter, such corporations shall submit to the circuit courthaving jurisdiction in the city or county where either of such corporations islocated a copy of such agreement with their petition praying for the approvalof such agreement and consolidation or merger. If the court finds that suchconsent of such majority of the members of such respective corporations hasbeen obtained and if the court shall be of the opinion that the purposes ofsuch proposed consolidated corporation come properly within the purview of thelaws of this state relating to benevolent, religious, scientific,fraternal-beneficial, educational and miscellaneous associations and that suchmerger or consolidation is not inconsistent with the constitution or laws ofthe United States or of this state, the court shall enter of record an orderto that effect granting said petition and authorizing and approving suchmerger or consolidation.
3. No such order shall be made until such petition shall have remainedon file in such court for at least three days; and if and when the judge towhom such petition shall have been presented shall entertain any doubt as tothe lawfulness of such proposed merger or consolidation, he may appoint somecompetent person as a friend of the court, whose duty it shall be to examinesaid petition and agreement and show cause, if any there be, on some day to befixed by the court, why the prayer of such petition should not be granted.Such person so appointed shall not be confined in his examination to saidpetition and agreement, but may introduce such testimony as may be availableand proper in order to fully disclose the true purposes of such merger orconsolidation; and upon the hearing thereof, the court shall make such ordergranting or dismissing said petition as to it may seem best.
4. Upon the entry of an order by the court approving such consolidationor merger and granting such petition, the petitioners shall cause the saidagreement, together with such order of court, to be recorded in the office ofthe recorder of deeds of the county or counties in which such petitioners arelocated and thereafter filed in the office of the secretary of state.Thereupon, the secretary of state shall issue to such consolidated corporationa certified copy of such agreement and order of court as filed in his office,which certified copy shall be the charter of incorporation of suchconsolidated corporation, and thereupon such consolidated corporation shallbecome and be a body corporate and politic by the corporate name designated insuch agreement and subject to the laws of this state relating to suchassociations as aforesaid.
352.150. 1. The corporations which are to be parties to such merger orconsolidation, upon being first authorized by the affirmative vote of amajority of their respective members entitled to vote, shall enter into anagreement providing for such merger or consolidation and the terms andconditions thereof, subject, however, to the approval of the circuit court asherein provided.
2. Thereafter, such corporations shall submit to the circuit courthaving jurisdiction in the city or county where either of such corporations islocated a copy of such agreement with their petition praying for the approvalof such agreement and consolidation or merger. If the court finds that suchconsent of such majority of the members of such respective corporations hasbeen obtained and if the court shall be of the opinion that the purposes ofsuch proposed consolidated corporation come properly within the purview of thelaws of this state relating to benevolent, religious, scientific,fraternal-beneficial, educational and miscellaneous associations and that suchmerger or consolidation is not inconsistent with the constitution or laws ofthe United States or of this state, the court shall enter of record an orderto that effect granting said petition and authorizing and approving suchmerger or consolidation.
3. No such order shall be made until such petition shall have remainedon file in such court for at least three days; and if and when the judge towhom such petition shall have been presented shall entertain any doubt as tothe lawfulness of such proposed merger or consolidation, he may appoint somecompetent person as a friend of the court, whose duty it shall be to examinesaid petition and agreement and show cause, if any there be, on some day to befixed by the court, why the prayer of such petition should not be granted.Such person so appointed shall not be confined in his examination to saidpetition and agreement, but may introduce such testimony as may be availableand proper in order to fully disclose the true purposes of such merger orconsolidation; and upon the hearing thereof, the court shall make such ordergranting or dismissing said petition as to it may seem best.
4. Upon the entry of an order by the court approving such consolidationor merger and granting such petition, the petitioners shall cause the saidagreement, together with such order of court, to be recorded in the office ofthe recorder of deeds of the county or counties in which such petitioners arelocated and thereafter filed in the office of the secretary of state.Thereupon, the secretary of state shall issue to such consolidated corporationa certified copy of such agreement and order of court as filed in his office,which certified copy shall be the charter of incorporation of suchconsolidated corporation, and thereupon such consolidated corporation shallbecome and be a body corporate and politic by the corporate name designated insuch agreement and subject to the laws of this state relating to suchassociations as aforesaid.
