that each stockholder shall be notified by mail of the time, place and object of such meeting. Manner of Consolidation. Section 3. Such companies proposing to consolidate may unite their assets or any part thereof and become incorporated in one body under the name of any one or more of such companies or under any other name that may be agreed upon, and issue stock in such corporation to the stockholders of each of the companies consolidating, in the proportion that the value of their stock bears to the value of the entire assets to the new company, which values shall be agreed upon by the parties holding at least twothirds of the stock of each company, and approved by the Insurance Commissioner; Provided, that said stockholders (holding two-thirds of the stock) may at the meeting provided for in section two of this act, delegate the valuation of assets to their board of directors respectively. Purchase of Companies. Section 4. Instead of the method provided in section three of this act one company may take over all the assets of the other companies proposing to consolidate and issue stock to their stockholders in proportion that the value of their stock bears to the entire value of the assets of the company in which they were stockholders, and for this purpose the capital stock of such purchasing company may be increased, as now or may be hereafter provided by law. New Charter. Section 5. In case of a consolidation under section three of this act the Secretary of State shall upon proofs furnished of a compliance herewith and after the same has been approved by the Insurance Commissioner as hereinafter provided, and upon the filing of articles of incorporation and other due proceedings had as required by the laws of this State, issue and deliver a charter to such new company. Consolidation of Domestic With Foreign Company. Section 6. Where any consolidation is attempted between a company or companies organized under the laws of this State and any company or companies organized under the laws of any other State, such companies in addition to complying with the provisions of this act shall be required to comply with the law of the State where such foreign company or companies were organized. Overplus Stock-Distribution Section 7. If the parties holding two-thirds of the stock of each of such companies shall determine by resolution, at the meeting provided for by section two of this act, that the combined assets thereof are more than should be invested in the capital stock and surplus of such re-organized company they may provide for a distribution to the stockholders of the overplus, according to the amount of shares held by each or may arrange for any stockholder who so desires to cancel and surrender his stock and receive the value thereof as fixed by the stockholders or directors, and the Insurance Commissioner of this State, under the terms of this act, but in no case shall the amount of capital stock of the reorganized company be less than required by law for the organization of a new company. Creditors-Liability of New Company. Section 8. Such consolidation shall work a dissolution of the companies absorbed but shall in no wise prejudice the right of any creditors of any such corporation to have payment of his debt out of the assets and property thereof, nor shall any creditor be thereby deprived of, nor prejudiced in any right of action then pending or existing or which may thereafter arise against said company, and service of summons on the proper officers or agents of such new or reorganized corporation shall be deemed sufficient as to all or any of such companies. Policies of Consolidating Companies-Validity. Section 9. All policies of insurance outstanding against all of such companies shall by reason of such con solidation be assumed by the reorganized company, and they shall carry out the terms of such policy on the part of the insurer and be entitled to all the rights and privileges thereof, and the reserves accumulating on such policy prior to such consolidation. Approval of Insurance Commissioner. Section 10. All such consolidations or mergers shall be subject to the approval of the Insurance Commissioner, if such companies proposing to consolidate shall comply with all of the provisions of this act, and the Commissioner shall believe that such consolidation would be for the best interest of the policyholder and the stockholders of such companies and each of them, and provided it appears to be to the interest of the public he shall approve the same and issue a duplicate certificate showing such approval, one of which shall be filed with the Secretary of State and the other delivered to the new organization. Rules and Regulations. Section 11. The Insurance Commissioner may prescribe such rules and regulations providing the details of the procedure for consolidation hereunder, and not inconsistent herewith as will carry out effectually the terms and spirit of this act. Emergency. Section 12. For the preservation of the public peace, health and safety, an emergency is hereby declared to exist, by reason whereof this act shall take effect and be in force from and after its passage and approval. Approved March 4, 1915. CHAPTER 71. SCHOOLS AND SCHOOL DISTRICTS-ELECTION OF TEACHERS. AN ACT to amend section 14, of article 6, of chapter 219, of Session Laws of the State of Oklahoma, 1913, relating to schools and the employment of teachers and superintendents in independent districts, cities and towns, and declaring an emergency. Be It Enacted By the People of the State of Oklahoma: Annual Meeting of Board-Election of Superintendent and Teachers -Examination. Section 1. That section 14 of article 6 of chapter 219 of Session Laws of Oklahoma, 1913, be and the same is hereby amended to read as follows: "Section 14. The regular election of superintendent and teachers shall be held after the first Monday in May of each year, and at said time the board may, by a majority vote, elect a superintendent and teachers for a period of one year, and said board may, at any of such meetings by a three-fourths vote, elect a superintendent for a period not to exceed three years and all superintendents who have performed services as such superintendents in independent districts in this State, under contract signed by a majority of the board of education of such independent district, and such contract shall be valid. The board shall also appoint two competent persons who, with the superintendent as chairman thereof, shall be styled the "EXAMINING COMMITTEE OF THE BOARD OF EDUCATION," whose duty it shall be to examine the credentials of all persons who apply to them as teachers. The examining board shall make a written report to the board of education who may issue a certificate to the person applying, or may require any or all applicants to pass such an examination as will satisfy the board and the superintendent as to their competency and fitness to hold such position. Emergency. Section 2. For the preservation of the public peace, health and safety an emergency is hereby declared to exist by reason whereof this act shall take effect and be in force from and after its passage and approval. Approved March 4, 1915. CHAPTER 72. PUBLIC FUNDS TRANSFER FROM COUNTIES. AN ACT amending section 7423, Revised Laws 1910, relating to the payment into the State Treasury of funds collected by the several county treasurers, and providing for the removal from office and penalizing any violate said section, and declaring an emergency. treasurer who shall Be It Enacted By the People of the State of Oklahoma: Section 1. That section 7423, Revised Laws 1910, be and the same is hereby amended to read as follows: "Section 7423. The treasurers of the several counties shall pay into the State Treasury all funds in their hands belonging thereto on or before the second Monday of each and every month of the year." Penalty. Section 2. Any treasurer who shall fail, neglect refuse to comply with the requirements of section 7423, shall forfeit and pay to the use of the State of Oklahoma, the sum of twenty-five dollars ($25.00) per day for each and every day that he shall so neglect, fail or refuse to comply with the requirements of said section, and in addition to such penalty shall forfeit, and be removed from office. Action For Neglect of County Treasurer. Section 3. It shall be the duty of the State Treasurer and he is hereby empowered to institute in the name of the State the necessary suits, actions and proceedings to enforce the provisions of this act, and in the event of the neglect, failure or refusal of the State Treasurer to bring such suits, actions and proceedings, then the same may be instituted and maintained on the relation of any citizen of the State. |