2009 Iowa Code
Title 13 - Commerce
Subtitle 1 - Insurance and Related Regulation
CHAPTER 512B - FRATERNAL BENEFIT SOCIETIES
512B.15 - CONSOLIDATIONS AND MERGERS.

        512B.15  CONSOLIDATIONS AND MERGERS.
         1.  A domestic society may consolidate or merge with a domestic
      society, foreign society, or society chartered under the laws of
      Canada or a Canadian province or territory, by complying with this
      section.  The society shall file with the commissioner all of the
      following:
         a.  A certified copy of the written contract containing in
      full the terms and conditions of the consolidation or merger.
         b.  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 commissioner.
         c.  A certificate of each officer submitting a sworn statement
      pursuant to paragraph "b", duly verified, that the consolidation
      or merger contract has been approved by a two- thirds vote of the
      supreme governing body of each society, the vote having been
      conducted at a regular or special meeting of each such body, or, if
      the society's laws so permit, by mail.
         d.  Evidence that at least sixty days prior to the action of
      the supreme governing body of each society to approve the
      consolidation or merger contract, 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.
         2.  If the commissioner finds that the contract is in conformity
      with 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 that effect.  Upon the commissioner's
      approval, the contract shall be in full force and effect unless a
      society which is a party to the contract is incorporated under the
      laws of another state.  In that event the consolidation or merger
      shall not become effective unless and until it has been approved as
      provided by the laws of the other state and a certificate of approval
      has been filed with the commissioner of this state or, if the laws of
      the other state contain no equivalent provision for issuing a
      certificate of consolidation or merger, then the consolidation or
      merger shall not become effective unless and until it has been
      approved by the commissioner of the other state and a certificate
      conforming with the laws of this state has been filed with the
      commissioner.  If the contract is not approved it shall be
      inoperative, and the fact of submission and its contents shall not be
      disclosed by the commissioner.  For the purposes of this subsection,
      "state" includes Canada and Canadian provinces and territories.
         3.  Upon the consolidation or merger becoming effective, all the
      rights, franchises, and interests of the consolidated or merged
      societies in and to every kind of property, real, personal, or mixed,
      belonging to the societies shall be vested in the successor society
      without any other instrument, except that conveyances of real
      property may be evidenced by proper deeds.  The title to real
      property or an interest in real property, 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 successor society.
         4.  The affidavit of an officer of the society or of a person
      authorized by the society to mail a notice or document, stating that
      the notice or document has been duly addressed and mailed, is prima
      facie evidence that the notice or document has been furnished the
      addressees.  

         90 Acts, ch 1148, §15; 91 Acts, ch 97, §56
         Referred to in § 512B.14