Ladysmith news-budget. [volume] (Ladysmith, Rusk County, Wis.) 1907-1927, 1911-08-04
Published May 4, 1911

No. III daA 81 g. rq I&Ms Of Na{ {eil
AN ACT to create section 190Sm OF the
statutes, relating to. the merger or
consolidation of fire insurance corpor-
atiOnS =.
The people of the State Of W xsss2n61n
do enact as follows: 80
Section i. There is added to the stat
utes a new section to read: oectaon
l908m l. a. Any two na IRE an rISi inW alic of
this state may merge or consolidate sucn
corporations into one corporation unoer
the name of one or more OF the C0fpol
atoms. + into
b. The corporations may enter INTO
and make an agreement Tor such 1ne 4Ti
or consolidation, eXecuted; unde ed seer seer
rotary by the authority OF the poard "a
directors of each respectively =.
c. Such agreement snail reclte tne ar
ticles of organization under which the
business of the merged or consolidated
corporation is to be conducted. Wn Iis
shall conform to the provisions OF eltner
one or more of the articles OF the merS-
ing or consolidating corporations or other er-,
wise conforming to the requirements toi
the articles Of organization OF IKE cor
porations organized under the laws ol
this state. 49,,
d. The capital shall not be larger. than
the aggregate paid up capital OF the
merged or congratulated corporadtin0oh IN u1l
less the provisions of section 1S0o s4dll
have been complied with by each OF the
consolidating corporations. me same Zee
shall be paid for an increase OF the Cap
tai above such aggregate paid up capital
as in other cases on amendment OF aTLl-
cles of incorporation under sectlon 1tt4 !;
e. Such agreement must be aSSenteo
70 bv a vote of majority of all the al
rectOrs of each corporation and must pc
approved by the votes OF stockholders, III
person, or by proxy, owning at least two
thirds of the stock of each corpOrauon' al
a meeting called separately for that pur-
pose,
f. A notice stating the time, place, and
object of the meeting, shan pe serVe ca
mailed to him at his last known postoffice
address at least thirty days prior 10 me
date of holding such meeting, ana snall
also be published at least once week
FOR four weeks successfully in some
newspaper printed in the city where such
corporation has its principal office.
tifcate of the secretaries of the respect,
i've corporations, under the seals Thereon,
reciting compliance with the pr?E tl 4IIs
Of this section, shall be filed with the
commissioner of insurance and may De
approved by him, after such examination
as he may order or require.
b. Such agreement, AFTER having re-
ceived the approval Of the commissioner
Of insurance, shall have such approval
endorsed thereon and duplicate OF such
agreement, with cerLlhggate OF tne CON- nb
agreement was approved and filed by the
commissioner of insurance, shall pc re-
corded by the register Of deeds or eacn
county wherein any OF such merged or
consolidated companies are located, as
In the case of the making of any amend
ment to the articles of such corporation.
shall he deemed effective upon the fling
Of such duplicate for record In each ana
all such counties, and thereafter the arti-
cIes of organization recited in such
agreement shall stand as the articles Of
ORGANIZATION of such consolidated corpor-
alton subject to amendment as IN other
cases. ~,
8. The corporation may require the
return of the original certl1cates OF
stock held by each stakeholder In each
of the corporations to be merged or con-
solidated and issue in lieu thereof new
certificates for such number of shares OF
it's own stock as such stockholders may
be. entitled to receive: -,.,.a &C.,. -
4. All the rights, franchises, and IN
terests Of the corporations so merging or
consolidating in and to every spccles OF
property and things In action bGioTn3gln ,l
deemed to be transferred to and vested
in the new corporation, without any other
deed or transfer, and the new corpora
ton shall hold and enjoy the same 10
the same extent as If the old corpora
TONS or either of them. should have
continued to retain their titles and trans
s. a. The consolidated corporation
shall succeed to all the obligations and
liabilities Of the old corporations, or any
Of them and shall be held liable to pay
and discharge all such debts and liabii-
Ties in the same manner as if they had
been incurred or contracted by it.
b. The stockholders of the old cor
porations shall continue subject to all the
liabilities claims, and demands existing
against them, or either of them, at or
before such merger or consoIldatlo1ni.
c. No action or proceeding pending at
the time of the consolidation in which
any or all of the old corporations may
be a party shall abate or discontinue. by
reason Of the merger or consolidation.
but the same may be prosecuted to final
Judgment in the same manner as II the
merger or consolidation had not taker
place or the new corporation may be
substituted in place Of any corporation sc
merged or consolidated by order of the
court in which the action or proceeding
may be pending.
8. The consolidated corporation shall
he deemed corporation organized under
chapters Sc ard 50 Of the statutes, an(
acts amendatory thereof, and shall pos
sess all of the rights and be subject t.
all of the liabilities of stock corporations
organized under said chapters.
Section Q This act shall take effeC
and be in force from and after its pas
sage and publication.
Approved May 4, 1911