Merger and consolidation: Procedure. Any corporation operating under this chapter may merge and consolidate with any other corporation operating or to operate under this chapter as follows:
1. The agreement of merger and consolidation shall be submitted to and approved by a two-thirds vote of the members of the ceding corporation present in person or by proxy at a meeting called to consider that agreement. A written or printed notice of such meeting shall be mailed or personally delivered to each member at least 30 days before the day fixed for the meeting.
2. Before the merger and consolidation is effected, the corporation which proposes to assume the liabilities of the ceding corporation shall submit to its members the question of merger and consolidation and a similar notice shall be given and a similar vote required as in the case of members of the ceding corporation.
3. If the vote in the case of both corporations is in the affirmative by the required majority, a certified copy of all proceedings relating to the proposed merger and consolidation shall be filed with the Commissioner. If the Commissioner finds that the proceedings have been in accordance with law, he shall approve the agreement.
4. Upon the approval by the Commissioner of such agreement, the consolidated corporation shall issue certificates of assumption to each and every subscriber of the ceding corporation. Such certificates shall be in a form approved by the Commissioner.
5. The approval of the Commissioner of the agreement of merger and consolidation shall operate to dissolve the ceding corporation, and all its liability upon its insurance contracts or benefit certificates shall thereupon cease, but its officers may thereafter perform any act necessary to close its affairs. The officers of the ceding corporation shall file a certified copy of the agreement in the office of the Secretary of State. Such certified copy shall be in lieu of any certificate of dissolution required by the provisions of the general corporation law.
6. The consolidated corporation shall be entitled to all the assets of the ceding corporation and shall assume all its liabilities.
Last modified: February 27, 2006