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304.29-141 Consolidations and mergers.
(1)
(2)
(3)
(4)
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:
(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 thereof on a date fixed by the
commissioner but not earlier than December 31, next preceding the date of the
contract;
(c) A certificate of the officers, duly verified by their respective oaths, that the
consolidation or merger has been approved by a two-thirds (2/3) 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
(d) Evidence that at least sixty (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.
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 that effect. Upon 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. If the
consolidation or merger shall not become effective unless and until it has been
approved as provided by the laws of the state or territory and a certificate of
approval filed with the commissioner of this state or, if the laws of the state or
territory contain no such provision, the consolidation or merger shall not become
effective unless and until it has been approved by the commissioner of insurance of
the state or territory and a certificate of the approval filed with the commissioner of
this state.
Upon the consolidation or merger becoming effective, 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 vest
absolutely in the society resulting from or remaining after the consolidation or
merger.
The affidavit of any officer of the society or of anyone authorized by it to mail any
notice or document, stating that the notice or document has been duly addressed and
mailed, shall be prima facie evidence that the notice or document has been
furnished the addressees.
Effective: July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 1394, effective July 15, 2010. -- Created
1988 Ky. Acts ch. 310, sec. 14, effective January 1, 1989.
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