ORS 748.148
Consolidation and merger


(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 Director of the Department of Consumer and Business Services:

(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 of the society on a date fixed by the director 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 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 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.

(2)

If the director 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, the director 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 the contract is incorporated under the laws of any other state or territory. In such event the consolidation or merger shall not become effective unless and until it has been approved as provided by the laws of such state or territory and a certificate of approval filed with the director of this state or, if the laws of such state or territory contain no such provision, then the consolidation or merger shall not become effective unless and until it has been approved by the director of insurance of such state or territory and a certificate of approval filed with the director of this state.

(3)

Upon the consolidation or merger becoming effective as provided in this chapter, 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 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. [1987 c.490 §15]

Source: Section 748.148 — Consolidation and merger, https://www.­oregonlegislature.­gov/bills_laws/ors/ors748.­html.

748.103
Definitions
748.106
Description of fraternal benefit society
748.109
Conditions constituting “operating on a lodge system.”
748.112
Conditions constituting “representative form of government.”
748.121
Purposes, operation and powers
748.123
Membership
748.130
Principal office
748.133
Formation
748.136
Officers, governors, directors
748.139
Waiver of provisions by subordinate body
748.142
Amendment of society laws
748.144
Creation and operation of other organizations and entities
748.148
Consolidation and merger
748.171
Certificate of authority
748.174
Certificate of authority for foreign or alien society
748.177
Authorization as mutual life insurance company
748.181
Insurance producers
748.184
Reinsurance
748.201
Benefits
748.204
Beneficiaries
748.207
Benefits exempt from execution
748.211
Benefit contract
748.306
Authority for group benefit certificates
748.309
Group membership
748.312
Membership in lodges organized under ORS 748.309
748.316
Payments for group benefits
748.319
Group certificates issued by foreign or alien society or by domestic society in foreign or alien jurisdiction
748.322
Continuation of membership in society after cancellation, discontinuance or nonrenewal of group certificate
748.401
Value of benefit and amount of options
748.403
Standards of valuation for certificates
748.406
Financial statement
748.409
Assets of society
748.412
Investment of funds
748.414
Funds exempt from certain taxes
748.501
Examination
748.503
Investigation of society
748.506
Investigation of foreign or alien society
748.509
Validity of petition for injunction
748.601
Exemptions from chapter
748.603
Relationship to other insurance laws
748.605
Insurance against risk of loss under less than fully insured employee health benefit plan
748.990
Penalties
Green check means up to date. Up to date