Fraternity-Testvériség, 1989 (67. évfolyam, 1-3. szám)

1989-01-01 / 1. szám

FRATERNITY Page 7 WHEREAS, the Laws of the District of Columbia and the Laws of the State of New Jersey relating to fraternal benefit societies authorize and permit a merger and prescribe the procedure and conditions under which it may be accomplished. NOW, THEREFORE, in consideration of the forego­ing recitals and mutual promises and convenants herein contained and other valuable consideration hereinafter stated, the FEDERATION and the UNION do agree as follows: 1. That the FEDERATION and the UNION merge under the terms and conditions hereinafter stated and that sixty (60) days notice of this proposed Merger Agreement has been given to the membership of both societies in accordance with applicable statutes and was approved by the delegates to the Convention of the UNION and was approved by the delegates to the Convention of the FEDERATION through a mail referendum and hereafter will be submitted for approval of the Superintendent of Insurance of the District of Columbia and the Commissioner of Insurance of the State of New Jersey. 2. The Charter of the FEDERATION, a Corporation chartered by an Act of the Congress of the United States of America in the District of Columbia, Public Law 191, 59th Congress, 2nd Session, which charter shall be retained as the Charter of the merged society. 3. The nature or character of the business which the FEDERATION shall transact as the merged society is the operation and conduct of a fraternal benefit society with a supreme governing body, a board of directors and subordinate branches. 4. Following approval of this Merger Agreement by the Superintendent of Insurance of the District of Columbia and the Commissioner of Insurance of the State of New Jersey, it shall be in full force and effect and the parties will consummate the Merger in the following manner: (a) The UNION shall deliver to the FEDERATION at its home office, all of its assets, real, personal and mixed, owned or controlled by the UNION, wherever the same may be situate, together with its ledgers, books, files and other financial business and member­ship records. The assets will be valued in accordance with the accounting and valuation rules and require­ments of the insurance laws of the District of Colum­bia. (b) Subject to the provisions of this Agreement all assets and all liabilities of the FEDERATION and the UNION will be blended and merged, and the business of the two (2) societies shall be continued under the name of the HUNGARIAN REFORMED FEDERA­TION OF AMERICA in accordance with its charter and by-laws. (c) The UNION will execute and deliver any required assignments of mortgages, transfer of securities and bills of sale for personal property, including all properties and such additional instru­ments necessary to fully carry out the terms and conditions of this Agreement, including surrender of the UNION'S Charter to the Department of Insurance of the State of New Jersey. Attached hereto as Schedule "A" is a listing of mortgages presently outstanding as of March 1, 1989 reflecting the name of mortgagor; date of issuance; the principal balance; the interest rate and due date. Attached hereto as Schedule "B" is a listing of current bonds registered in the name of the UNION and values as of December 31, 1988. (d) The solvency ratio of each society shall be determined in accordance with Standard Practice and Procedure of the National Association of Insurance Commissioners and shall be computed by the actuarial firm of CPS Actuaries, Stamford, Connecticut. At­tached hereto as Schedule "C" is the solvency ratio computations as of December 31, 1988. (e) The FEDERATION shall issue, no later than three (3) months following the date of this Agreement for approval by the Superintendent of Insurance of the District of Columbia and the Commissioner of Insurance of the State of New Jersey, an Assumption Certificate to each member of the UNION in Good Standing, acknowledging membership in the FEDER­ATION together with all rights and privileges incident thereto, and that the FEDERATION assumes and will pay all contractual benefits to which such member or his lawful beneficiary is entitled as provided therein. 5. The parties further agree that all application forms, medical examination forms, warranties, reinstatements, waivers, books of account, records, contract and Certificates pertaining to UNION mem­bers shall continue in effect. 6. After the required approvals of this merger, every former member of the UNION shall have equal rights with all FEDERATION members subject to the terms of his or her Certificate(s) and subject to the terms under this Agreement, the FEDERATION by-laws and any amendments thereto. 7. The FEDERATION agrees that the former Union shall continue as the ST. GEORGE DISTRICT OF THE FEDERATION, hereinafter referred to as "DISTRICT". The DISTRICT shall be composed of the New Jersey and Ohio Branches. The said DISTRICT will elect a President, Vice President, Secretary, Treasurer, Fraternal Chairman and Controller. The DISTRICT officers shall continue in office to the 1992 Convention of the FEDERATION and are not subject to discharge unless said officers shall be guilty of committing an illegal or immoral act. The FEDERATION agrees to make available to the DISTRICT for the exclusive use of its membership sufficient funds for use in promot-

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