KRS 304.29-141: Consolidations and mergers.

(1) 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:

(a) A certified copy of the written contract containing in full the terms and

conditions of the consolidation or merger;

(b) 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;

(c) A certificate of the officers, duly verified by their respective oaths, that the

consolidation or merger has been approved by a two -thirds (2/3) vote of the

supreme governing body of each society, the vote being conducted at a regular

or special meeting of each body, or, if the society's laws so permit, by mail;

and

(d) Evidence that at least sixty (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 soci ety either by mail or by publication in full in the

official publication of each society.

(2) If the commissioner finds that the contract is in conformity with the provisions of

this section, that the financial statements are correct and that the consolida tion or

merger is just and equitable to the members of each society, the commissioner shall

approve the contract and issue a certificate to that effect. Upon approval, the

contract shall be in full force and effect unless any society which is a party to th e

contract is incorporated under the laws of any other state or territory. If the

consolidation or merger shall not become effective unless and until it has been

approved as provided by the laws of the state or territory and a certificate of

approval filed with the commissioner of this state or, if the laws of the state or

territory contain no such provision, the consolidation or merger shall not become

effective unless and until it has been approved by the commissioner of insurance of

the state or territory and a certificate of the approval filed with the commissioner of

this state.

(3) Upon the consolidation or merger becoming effective, 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 d eeds; 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 i n the society resulting from or remaining after the consolidation or

merger.

(4) 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.