(a) A domestic society may consolidate or merge with another society by complying with the provisions of this section. It shall file with the director
(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 of the society on a date fixed by the director but not earlier than December 31 immediately preceding the date of the contract;
(3) a certificate of the president and secretary or corresponding officers of each society, 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, the vote being conducted at a regular or special meeting of each body or, if the society's laws so permit, by mail; and
(4) evidence that, at least 60 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 director 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 director shall approve the contract and issue a certificate to that effect. On approval, the contract is in full force and effect unless a society that is a party to the contract is incorporated under the laws of another state or territory. In that event, the consolidation or merger may not become effective unless it has been approved as provided by the laws of that state or territory and a certificate of that approval has been filed with the director. If the laws of that state or territory contain no such provision, the consolidation or merger may not become effective unless it has been approved by the director of that state or territory and a certificate of that approval has been filed with the director.
(c) When the consolidation or merger becomes effective under this section, all the rights, franchises, interests, and things in action of the consolidated or merged societies in every type of property, real, personal, or mixed, belonging to the consolidated or merged societies are vested in the society resulting from or remaining after the consolidation or merger without another instrument, except that conveyances of real property may be evidenced by proper deeds, and the title to any real estate or interest in it, 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.
(d) The affidavit of an officer of the society or of a person authorized by the society to mail a notice or document stating that a notice or document has been addressed and mailed is prima facie evidence that such notice or document has been furnished to the addressees.
Section: Previous 21.84.080 21.84.090 21.84.100 21.84.110 21.84.120 21.84.130 21.84.140 21.84.170 21.84.175 21.84.180 21.84.185 21.84.190 21.84.195 21.84.200 NextLast modified: November 15, 2016