Vermont § 4468 - Consolidations and mergers

§ 4468. Consolidations and mergers

• (a) A domestic society may consolidate or merge with any other society by complying with
  the provisions of this section. (b) It shall file with the Commissioner of Financial Regulation: (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 Financial Regulation but not earlier than December 31, next preceding the date
  of the contract; (3) a certificate of the 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. (c) If the Commissioner of Financial Regulation 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 or she shall approve the contract and issue his or her certificate to that effect.
  Upon that approval, the contract shall be in full force and effect unless any society
  that is a party to the contract is incorporated under the laws of any other state
  or territory. In that event the consolidation or merger shall not become effective
  until it is approved as provided by the laws of that state or territory and a certificate
  of the approval is filed with the Commissioner of Financial Regulation of this State
  or, if the laws of that state or territory contain no such provision, then the consolidation
  or merger shall not become effective until it is approved by the commissioner of financial
  regulation of that state or territory and a certificate of the approval is filed with
  the Commissioner of Financial Regulation of this State. (d) Upon the consolidation or merger becoming effective as provided in this section, 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. (e) 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. (Added 1959, No. 197, § 8, eff. Nov. 22, 1959; amended 1989, No. 225 (Adj. Sess.), § 25; 1995, No. 180 (Adj. Sess.), § 38; 2011, No. 78 (Adj. Sess.), § 2, eff. April 2, 2012; 2021, No. 105 (Adj. Sess.), § 187, eff. July 1, 2022.)