Alabama § 27-34-48 - Consolidation or Merger - Procedure.

§ 27-34-48. Consolidation or Merger - Procedure.

(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 commissioner:

(1) A certified copy of the written contract containing, in full, the terms and conditions of the consolidation or merger;

(2) 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;

(3) A certificate of such officers, duly verified by their respective oaths, that the consolidation or merger has been approved by a two-thirds vote of the supreme legislative or governing body of each society; and

(4) Evidence that at least 60 days prior to the action of the supreme legislative or 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 organ of each society.

(b) 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.

(c) If the commission 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, he shall approve the contract and issue his certificate to such effect. Upon such 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. In such event, the consolidation or merger shall not become effective unless, and until, it has been approved as provided by the laws of such state and a certificate of such approval filed with the commissioner or, if the laws of such state contain no such provision, then the consolidation or merger shall not become effective unless, and until, it has been approved by the insurance supervisory official of such state and a certificate of such approval filed with the commissioner.