                                 CODE OF VIRGINIA

CONSOLIDATIONS AND MERGERS (§ 38.2-4114)

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
Commission:

   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 its financial condition on a date fixed by the
   Commission but not earlier than December 31 next preceding the date of the
   contract;

   3. A certificate of such officers, duly verified, 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&#8217;s laws permit, by mail; and

   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 Commission finds that the contract conforms to 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 Commission
shall approve the contract and issue a certificate to such effect. Upon such
approval, the contract shall be effective 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 filed with the Commission. 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 Commission of such
state or territory and a certificate of such approval filed with the Commission.

C. When the consolidation or merger becomes effective, all the rights,
franchises, and interests of the consolidated or merged societies in and to
every species of property and things in action belonging to the societies shall
be vested in the society resulting from or remaining after the consolidation or
merger without any other instrument. Conveyances of real property, however, may
be evidenced by proper deeds, and the title to any real estate or interest
therein, vested under the laws of this Commonwealth in any of the societies
consolidated or merged, shall not revert or be in anyway 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.

HISTORY: Code 1950, §§ 38-270, 38.1-575; 1952, c. 317, § 38.1-638.7; 1968, c.
654; 1986, c. 562.