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 complyingwith 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-thirdsvote of the supreme governing body of each society, the vote having been conducted at aregular 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 beenfurnished to all members of each society either by 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 beenfurnished to all members of each society either by mail or by publication in full in the officialpublication 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 equitableto the members of each society, the commissioner shall approve the contract and issue acertificate to that effect. Upon the commissioner’s approval, the contract shall be in full forceand effect unless a society which is a party to the contract is incorporated under the lawsof another state. In that event the consolidation or merger shall not become effective unlessand until it has been approved as provided by the laws of the other state and a certificate ofapproval has been filed with the commissioner of this state or, if the laws of the other statecontain no equivalent provision for issuing a certificate of consolidation or merger, then theconsolidation or merger shall not become effective unless and until it has been approved f the other statecontain no equivalent provision for issuing a certificate of consolidation or merger, then theconsolidation or merger shall not become effective unless and until it has been approved bythe commissioner of the other state and a certificate conforming with the laws of this state hasbeen filed with the commissioner. If the contract is not approved it shall be inoperative, andthe fact of submission and its contents shall not be disclosed by the commissioner. For thepurposes 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 withoutany other instrument, except that conveyances of real property may be evidenced by properdeeds. The title to real property or an interest in real property, vested under the laws ofthis state in any of the societies consolidated or merged, shall not revert or be in any wayimpaired by reason of the consolidation or merger, but shall vest absolutely in ty, vested under the laws ofthis state in any of the societies consolidated or merged, shall not revert or be in any wayimpaired by reason of the consolidation or merger, but shall vest absolutely in the successorsociety. 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, §56Referred to in §512B.14 Sat Dec 23 00:43:16 2023 Iowa Code 2024, Section 512B.15 (16, 0)
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