§ 58-24-65. Consolidations and mergers. - North Carolina Statutes

§58‑24‑65.  Consolidations and mergers.

(a)        A domestic societymay consolidate or merge with any other society by complying with theprovisions of this section.  It shall file with the Commissioner:

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

(2)        A sworn statement bythe president and secretary or corresponding officers of each society showingthe financial condition thereof on a date fixed by the Commissioner but notearlier than December 31, next preceding the date of the contract;

(3)        A certificate ofsuch officers, duly verified by their respective oaths, that the consolidationor merger has been approved by a two‑thirds vote of the supreme governingbody of each society, such vote being conducted at a regular or special meetingof each such body, or, if the society's laws so permit, by mail; and

(4)        Evidence that atleast 60 days prior to the action of the supreme governing body of eachsociety, the text of the contract has been furnished to all members of eachsociety either by mail or by publication in full in the official publication ofeach society.

(b)        If the Commissionerfinds that the contract is in conformity with the provisions of this section,that the financial statements are correct and that the consolidation or mergeris just and equitable to the members of each society, the Commissioner shallapprove the contract and issue a certificate to such effect.  Upon suchapproval, the contract shall be in full force and effect unless any societywhich is a party to the contract is incorporated under the laws of any otherstate or territory.  In such event the consolidation or merger shall not becomeeffective unless and until it has been approved as provided by the laws of suchstate or territory and a certificate of such approval filed with theCommissioner of this State or, if the laws of such state or territory containno such provision, then the consolidation or merger shall not become effectiveunless and until it has been approved by the Commissioner of such state orterritory and a certificate of such approval filed with the Commissioner ofthis State.  In case such contract is not approved it shall be inoperative, andthe fact of the submission and its contents shall not be disclosed by theCommissioner.

(c)        Upon theconsolidation or merger becoming effective as herein provided, all the rights,franchises and interests of the consolidated or merged societies in and toevery species of property, real, personal or mixed, and things in actionthereunto belonging shall be vested in the society resulting from or remainingafter the consolidation or merger without any other instrument, except thatconveyances of real property may be evidenced by proper deeds, and the title toany real estate or interest therein, vested under the laws of this State in anyof the societies consolidated or merged, shall not revert or be in any wayimpaired by reason of the consolidation or merger, but shall vest absolutely inthe society resulting from or remaining after such consolidation or merger.

(d)        The affidavit ofany officer of the society or of anyone authorized by it to mail any notice ordocument, stating that such notice or document has been duly addressed andmailed, shall be prima facie evidence that such notice or document has beenfurnished the addressees.

(e)        All necessary andactual expenses and compensation incident to the proceedings provided in thissection shall be paid as provided by such contract of consolidation or merger: Provided, however, that no brokerage or commission shall be included in suchexpenses and compensation or shall be paid to any person by either of theparties to any such contract in connection with the negotiation therefor orexecution thereof, nor shall any compensation be paid to any officer oremployee of either of the parties to such contract for directly or indirectlyaiding in effecting such contract of consolidation or merger.  An itemizedstatement of all such expenses shall be filed with the Commissioner, subject toapproval, and when approved the same shall be binding on the parties thereto.Except as fully expressed in the contract of consolidation or merger, oritemized statement of expenses, as approved by the Commissioner, orcommissioners, as the case may be, no compensation shall be paid to any personor persons, and no officer or employee of the State shall receive anycompensation, directly or indirectly, for in any manner aiding, promoting, orassisting any such consolidation or merger. (1987, c. 483, s. 2; 1991, c.720, s. 4.)