{"law_id":"770978","section_number":"38.2-4114","catch_line":"Consolidations and mergers","history":"Code 1950, \u00a7\u00a7 38-270, 38.1-575; 1952, c. 317, \u00a7 38.1-638.7; 1968, c. 654; 1986, c. 562.","order_by":null,"metadata":false,"court_decisions":{},"official_url":"http:\/\/law.lis.virginia.gov\/vacode\/38.2-4114\/","refers_to":false,"url":"\/38.2-4114\/","token":"38.2\/41\/3\/38.2-4114","structure":{"1":{"id":"939","name":"Governance","identifier":"3","label":"article","url":"\/38.2\/41\/3\/"},"2":{"id":"456","name":"Fraternal Benefit Societies","identifier":"41","label":"chapter","url":"\/38.2\/41\/"},"3":{"id":"7","name":"Insurance","identifier":"38.2","label":"title","url":"\/38.2\/"}},"referred_to_by":false,"edition_id":"11","section_id":"770978","structure_id":"939","full_text":"A A domestic society may consolidate or merge with any other society by complying with the provisions of this section. It shall file with the Commission:\r\rB If the Commission finds that the contract conforms to 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 Commission shall approve the contract and issue a certificate to such effect. Upon such approval, the contract shall be effective unless any society which is a party to the contract is incorporated under the laws of any other state or territory.  In such event, the consolidation or merger shall not become effective until it has been approved as provided by the laws of such state or territory and a certificate of such approval filed with the Commission.  If the laws of such state or territory contain no such provision, then the consolidation or merger shall not become effective until it has been approved by the Commission of such state or territory and a certificate of such approval filed with the Commission.\r\rC When the consolidation or merger becomes effective, all the rights, franchises, and interests of the consolidated or merged societies in and to every species of property and things in action belonging to the societies shall be vested in the society resulting from or remaining after the consolidation or merger without any other instrument. Conveyances of real property, however, may be evidenced by proper deeds, and the title to any real estate or interest therein, vested under the laws of this Commonwealth in any of the societies consolidated or merged, shall not revert or be in anyway impaired by reason of the consolidation or merger but shall vest absolutely in the society resulting from or remaining after such consolidation or merger.\r\rD The affidavit of any officer of the society or of anyone authorized by it to mail any notice or document, stating that such notice or document has been duly addressed and mailed, shall be prima facie evidence that such notice or document has been furnished the addressees.\r\r","text":{"0":{"id":"2485006","text":"A domestic society may consolidate or merge with any other society by complying with the provisions of this section. It shall file with the Commission:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1},"1":{"id":"2485007","text":" A certified copy of the written contract containing in full the terms and conditions of the consolidation or merger;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2},"2":{"id":"2485008","text":" A sworn statement by the president and secretary or corresponding officers of each society showing its financial condition on a date fixed by the Commission but not earlier than December 31 next preceding the date of the contract;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2},"3":{"id":"2485009","text":" A certificate of such officers, duly verified, that the consolidation or merger has been approved by a two-thirds vote of the supreme governing body of each society, such vote being conducted at a regular or special meeting of each such body, or, if the society’s laws permit, by mail; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2},"4":{"id":"2485010","text":" Evidence that at least sixty 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.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2},"5":{"id":"2485011","text":"If the Commission finds that the contract conforms to 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 Commission shall approve the contract and issue a certificate to such effect. Upon such approval, the contract shall be effective unless any society which is a party to the contract is incorporated under the laws of any other state or territory.  In such event, the consolidation or merger shall not become effective until it has been approved as provided by the laws of such state or territory and a certificate of such approval filed with the Commission.  If the laws of such state or territory contain no such provision, then the consolidation or merger shall not become effective until it has been approved by the Commission of such state or territory and a certificate of such approval filed with the Commission.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1},"6":{"id":"2485012","text":"When the consolidation or merger becomes effective, all the rights, franchises, and interests of the consolidated or merged societies in and to every species of property and things in action belonging to the societies shall be vested in the society resulting from or remaining after the consolidation or merger without any other instrument. Conveyances of real property, however, may be evidenced by proper deeds, and the title to any real estate or interest therein, vested under the laws of this Commonwealth in any of the societies consolidated or merged, shall not revert or be in anyway impaired by reason of the consolidation or merger but shall vest absolutely in the society resulting from or remaining after such consolidation or merger.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1},"7":{"id":"2485013","text":"The affidavit of any officer of the society or of anyone authorized by it to mail any notice or document, stating that such notice or document has been duly addressed and mailed, shall be prima facie evidence that such notice or document has been furnished the addressees.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1}},"ancestry":{"1":{"id":"939","name":"Governance","identifier":"3","label":"article","url":"\/38.2\/41\/3\/"},"2":{"id":"456","name":"Fraternal Benefit Societies","identifier":"41","label":"chapter","url":"\/38.2\/41\/"},"3":{"id":"7","name":"Insurance","identifier":"38.2","label":"title","url":"\/38.2\/"}},"structure_contents":{"0":{"id":"777721","structure_id":"939","section_number":"38.2-4109","catch_line":"Organization of domestic society on or after October 1, 1986","url":"\/38.2-4109\/","token":"38.2\/41\/3\/38.2-4109"},"1":{"id":"789641","structure_id":"939","section_number":"38.2-4110","catch_line":"Incorporation of fraternal benefit societies","url":"\/38.2-4110\/","token":"38.2\/41\/3\/38.2-4110"},"2":{"id":"780783","structure_id":"939","section_number":"38.2-4111","catch_line":"Amendments to laws","url":"\/38.2-4111\/","token":"38.2\/41\/3\/38.2-4111"},"3":{"id":"765763","structure_id":"939","section_number":"38.2-4112","catch_line":"Institutions","url":"\/38.2-4112\/","token":"38.2\/41\/3\/38.2-4112"},"4":{"id":"790598","structure_id":"939","section_number":"38.2-4113","catch_line":"Reinsurance","url":"\/38.2-4113\/","token":"38.2\/41\/3\/38.2-4113"},"5":{"id":"770978","structure_id":"939","section_number":"38.2-4114","catch_line":"Consolidations and mergers","url":"\/38.2-4114\/","token":"38.2\/41\/3\/38.2-4114"},"6":{"id":"766252","structure_id":"939","section_number":"38.2-4115","catch_line":"Conversion of fraternal benefit society into mutual life insurer","url":"\/38.2-4115\/","token":"38.2\/41\/3\/38.2-4115"}},"previous_section":{"id":"790598","structure_id":"939","section_number":"38.2-4113","catch_line":"Reinsurance","url":"\/38.2-4113\/","token":"38.2\/41\/3\/38.2-4113"},"next_section":{"id":"766252","structure_id":"939","section_number":"38.2-4115","catch_line":"Conversion of fraternal benefit society into mutual life insurer","url":"\/38.2-4115\/","token":"38.2\/41\/3\/38.2-4115"},"references":[{"id":"790598","section_number":"38.2-4113","catch_line":"Reinsurance","url":"\/38.2-4113\/"}],"formats":{"txt":"\/38.2-4114.txt","json":"\/38.2-4114.json","xml":"\/38.2-4114.xml"},"dublin_core":{"Title":"Consolidations and mergers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-4114","Relation":"Code of Virginia"},"plain_text":"                                 CODE OF VIRGINIA\n\nCONSOLIDATIONS AND MERGERS (\u00a7 38.2-4114)\n\nA. A domestic society may consolidate or merge with any other society by\ncomplying with the provisions of this section. It shall file with the\nCommission:\n\n   1.  A certified copy of the written contract containing in full the terms and\n   conditions of the consolidation or merger;\n\n   2.  A sworn statement by the president and secretary or corresponding officers\n   of each society showing its financial condition on a date fixed by the\n   Commission but not earlier than December 31 next preceding the date of the\n   contract;\n\n   3.  A certificate of such officers, duly verified, that the consolidation or\n   merger has been approved by a two-thirds vote of the supreme governing body of\n   each society, such vote being conducted at a regular or special meeting of\n   each such body, or, if the society’s laws permit, by mail; and\n\n   4.  Evidence that at least sixty days prior to the action of the supreme\n   governing body of each society, the text of the contract has been furnished to\n   all members of each society either by mail or by publication in full in the\n   official publication of each society.\n\nB. If the Commission finds that the contract conforms to the provisions of this\nsection, that the financial statements are correct and that the consolidation or\nmerger is just and equitable to the members of each society, the Commission\nshall approve the contract and issue a certificate to such effect. Upon such\napproval, the contract shall be effective unless any society which is a party to\nthe contract is incorporated under the laws of any other state or territory.  In\nsuch event, the consolidation or merger shall not become effective until it has\nbeen approved as provided by the laws of such state or territory and a\ncertificate of such approval filed with the Commission.  If the laws of such\nstate or territory contain no such provision, then the consolidation or merger\nshall not become effective until it has been approved by the Commission of such\nstate or territory and a certificate of such approval filed with the Commission.\n\nC. When the consolidation or merger becomes effective, all the rights,\nfranchises, and interests of the consolidated or merged societies in and to\nevery species of property and things in action belonging to the societies shall\nbe vested in the society resulting from or remaining after the consolidation or\nmerger without any other instrument. Conveyances of real property, however, may\nbe evidenced by proper deeds, and the title to any real estate or interest\ntherein, vested under the laws of this Commonwealth in any of the societies\nconsolidated or merged, shall not revert or be in anyway impaired by reason of\nthe consolidation or merger but shall vest absolutely in the society resulting\nfrom or remaining after such consolidation or merger.\n\nD. The affidavit of any officer of the society or of anyone authorized by it to\nmail any notice or document, stating that such notice or document has been duly\naddressed and mailed, shall be prima facie evidence that such notice or document\nhas been furnished the addressees.\n\nHISTORY: Code 1950, \u00a7\u00a7 38-270, 38.1-575; 1952, c. 317, \u00a7 38.1-638.7; 1968, c.\n654; 1986, c. 562."}