Download as PDF
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.
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.