Louisiana § RS 22:294 - Consolidations and mergers

§ RS 22:294. Consolidations and mergers

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 of insurance the following documents:

(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 of insurance but not earlier than December thirty-first, 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 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.

(4)  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.

B.  If the commissioner of insurance 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 such effect, and said contract of consolidation or merger, upon being filed with the secretary of state, 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.  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 has been filed with the commissioner of insurance of this state or, 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 commissioner of insurance of such state or territory and a certificate of such approval filed with the commissioner of insurance of this state.

C.  Upon the consolidation or merger becoming effective as herein provided, 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 such consolidation or merger.

D.  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.

Acts 1958, No. 125.  Acts 1987, No. 470, §1, eff. Jan. 1, 1988; Redesignated from R.S. 22:554 by Acts 2008, No. 415, §1, eff. Jan. 1, 2009.

NOTE:  Former R.S. 22:294 redesignated as R.S. 22:134 by Acts 2008, No. 415, §1, eff. Jan. 1, 2009.