58-35-60. Merger of farm mutual insurers--Plan of merger.
Any two or more farm mutual corporations authorized to transact business pursuant to this chapter may merge into one farm mutual corporation pursuant to a plan of merger as provided in this section and §§58-35-61 to 58-35-74, inclusive. The board of directors of each corporation, shall, by resolution adopted by each such board, approve a plan of merger setting forth:
(1)A statement that the merger is advisable;
(2)The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, to be known as the surviving corporation;
(3)The terms and conditions of the proposed merger;
(4)The names of the surviving corporation's first board of directors;
(5)The surviving corporation's principal office;
(6)The manner and basis of converting the assets and liabilities of each corporation into the assets, liabilities, or obligations or other securities of the surviving corporation or of any other corporation, or, in whole or in part, into cash or other property;
(7)A statement of any changes in the articles of incorporation of the surviving corporation to be affected by the merger;
(8)That the board of directors approves the merger of the corporation into the surviving corporation; and
(9)Any other provisions with respect to the proposed merger that are necessary or desirable.
Source: SL 1995, ch 293, §1.
Structure South Dakota Codified Laws
Chapter 35 - Farm Mutual Insurers
Section 58-35-1 - Application of chapter.
Section 58-35-2 - Farm mutual insurers subject to chapter.
Section 58-35-3 - "State mutual insurer" defined.
Section 58-35-5 - Incorporators--Number and property ownership required for state mutual insurer.
Section 58-35-6 - Incorporators--Number and property ownership required for county mutual insurer.
Section 58-35-8 - Articles of incorporation--Contents.
Section 58-35-9 - Fee for filing articles of incorporation.
Section 58-35-10 - Articles of incorporation--Approval and endorsement by attorney general.
Section 58-35-11 - Misleading name of proposed corporation--Rejection by director.
Section 58-35-13 - Transaction of business without certificate of authority as misdemeanor.
Section 58-35-14 - Amendment of articles of incorporation.
Section 58-35-15 - Qualifications of state mutual insurer for certificate of authority.
Section 58-35-16 - Qualifications of county mutual insurer for certificate of authority.
Section 58-35-18 - Issuance of certificate of authority--Continuation--Termination.
Section 58-35-19 - Fees for certificate of authority.
Section 58-35-20 - Suspension or revocation of certificate of authority--Grounds.
Section 58-35-21 - Bylaws--Making and approval--Modification.
Section 58-35-22 - Contents of bylaws.
Section 58-35-23 - Filing of bylaws--Disapproval by director.
Section 58-35-24 - Minimum number of members.
Section 58-35-25 - Directors--Election--Term of office.
Section 58-35-26 - Qualification of directors.
Section 58-35-27 - Officers--Election--Term of office.
Section 58-35-28 - Bonds of treasurer and secretary.
Section 58-35-29 - Property insurable by farm mutual.
Section 58-35-30 - Insurance of property not owned by member or spouse prohibited--Exceptions.
Section 58-35-32 - Insurance on churches, schools, and community buildings.
Section 58-35-35 - Maximum amount of insurance on single risk.
Section 58-35-36 - "Single risk" defined.
Section 58-35-37 - Cash premium or assessment plan for transacting business.
Section 58-35-38 - Cash premium plan--Collection of premiums.
Section 58-35-39 - Cash premium plan--Special assessment in case of inadequacy.
Section 58-35-41 - Application for insurance to be in writing--Advance cash payments.
Section 58-35-42 - Application and policy forms filed with director--Disapproval.
Section 58-35-43 - Rates--Filing with director not required--Discrimination prohibited.
Section 58-35-44 - Reinsurance.
Section 58-35-45 - Reinsurance corporation formed by insurers--Procedure.
Section 58-35-47 - Investment of funds authorized.
Section 58-35-49 - Claim for loss--Notice in writing--Arbitration.
Section 58-35-50 - Directors' and officers' liability for failure to pay claims.
Section 58-35-54 - Annual statement of affairs--Contents and filing.
Section 58-35-56 - Annual statement--Presentation at meeting of members.
Section 58-35-57 - Application of other provisions.
Section 58-35-58 - Provisions exclusive.
Section 58-35-59 - Financial reporting standards.
Section 58-35-60 - Merger of farm mutual insurers--Plan of merger.
Section 58-35-61 - Policyholders to vote on merger plan--Notice of vote.
Section 58-35-62 - Approval of plan of merger by majority of voters.
Section 58-35-63 - Execution and acknowledgment of articles of merger--Contents of articles.
Section 58-35-65 - Notification of disapproval of plan.
Section 58-35-68 - Merger effective upon issuance of certificate.
Section 58-35-69 - Surviving corporation exists separate from parties to merger.
Section 58-35-70 - Rights, privileges, immunities, and franchises of surviving or new corporation.
Section 58-35-71 - Liabilities and obligations of surviving or new corporation.
Section 58-35-72 - Articles of incorporation of surviving corporation amended by plan of merger.
Section 58-35-73 - Dissolution of farm mutual insurer.
Section 58-35-74 - Rights of dissenting members and proxy voters not applicable to mergers.
Section 58-35-75 - Division of farm mutual insurers--Plan.
Section 58-35-76 - Members to vote on plan of division.
Section 58-35-78 - Annual audit--Independent audit--Report--Extension.