§ 33-15-44 - Consolidations or mergers - Georgia Statutes

O.C.G.A. 33-15-44 (2010)
33-15-44. Consolidations or mergers

(a) A domestic society may consolidate or merge with any other society by complying with the provisions of this Code section. The filing of application, fee, and publication requirements of subsections (a) through (c) of Code Section 33-14-5 shall be applicable to merger under this chapter.

(b) The application shall state the names and respective locations of the proposed merged or consolidated societies with the dates of their original charters, all amendments thereto, and the name and location of the proposed consolidated or merged society. The application shall be signed with the corporate names and under the corporate seals of the societies.

(c) There shall be filed with the application:

(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 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 so permit, by mail;

(4) Evidence that at least 60 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; and

(5) In the event any society which is a party to the contract is incorporated under the laws of any other state or territory, a certificate of approval as provided by the laws of such state or territory; if the laws of such state or territory contain no such provision, then a certificate of approval of the proposed consolidation or merger must be approved by the supervising insurance official of such state or territory.

(d) If the Commissioner finds that the contract containing the terms and conditions of the proposed consolidation or merger is in conformity with this Code 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, transmitting a copy of such certificate of approval to the Secretary of State. If the Commissioner does not approve the contract, he shall notify the society and shall transmit a copy of his certificate of disapproval to the Secretary of State. In case such contract is not approved, it shall be inoperative, and the fact of submission and its contents shall not be disclosed by the Commissioner.

(e) Upon receipt of the certificate as to the publication of the application and the certificate of approval of the Commissioner, the Secretary of State shall issue, under the great seal of the state, a certificate of merger, which certificate shall be the charter of the consolidated or merged society. The Secretary of State shall record the application, the contract of merger and the other documents required to be filed, the certificate of the judge of the probate court, the certificate of the Commissioner, and the certificate of merger in a book to be kept by him for that purpose.

(f) Upon the consolidation or merger becoming effective as provided in subsection (e) of this Code 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 belonging to the consolidated or merged societies 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.

(g) 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.