Section 67.12 - Merger of Groups(1) Subject to the prior written approval of the Commissioner, a group may merge with another group engaged in the same or similar type of business only if the resulting group assumes in full all obligations of the merging groups. A public employer group may merge only with another public employer group.(2) The resulting group may be a continuing group under the name of one or more of the merged groups or a new group whose name shall be subject to the Commissioner's approval. Groups merging under 211 CMR 67.12 shall enter into a written agreement for such merger prescribing its terms and conditions. In all respects, the continuing group or the new group shall be subject to the provisions of 211 CMR 67.00. Such agreement shall be:
(a) assented to by a majority of the members and the board of trustees of each group;(b) executed in duplicate by a majority of the board of each group;(c) accompanied by copies of the resolutions authorizing the merger and the execution of the agreement attested to by the recording officer of each group; and(d) submitted to the Commissioner, with the records of the companies pertaining thereto.(e) approved, in writing, by the Commissioner;(3) The Commissioner may hold a hearing on the merger and shall do so if any party, including a member of either group, so requests.(4) If it appears that the requirements of 211 CMR 67.12(1), and (2) have been complied with, the Commissioner may certify and approve the agreement by signing it. One of the copies of the agreement shall be filed with the state secretary, who shall record the agreement, and issue a new certificate to the merged group with the powers retained and specified in the agreement. The other copy shall be retained by the Commissioner.(5) No such agreement shall take effect until it has been filed in the Office of the State Secretary. Upon merger all rights and properties of the several groups shall accrue to and become the property of the merged group which shall succeed to all the obligations and liabilities of the merged groups, in the same manner as if they had been incurred or contracted by it. The members of the merged groups shall continue to be subject to all the liabilities, claims and demands existing against them at or before such merger.(6) No action or proceeding pending at the time of the merger in which any or all the groups merged may be a party shall abate or be discontinued by reason of the merger, but the same may be prosecuted to final judgment in the same manner as if the merger had not taken place, or the continuing group or the new group may be substituted in place of any group so merged by order of the court in which the action or proceeding may be pending.(7) Members of either merging group who do not wish to belong to the merged group may terminate their membership at the time of the merger without penalty. They will remain liable for any assessments related to the period of their membership.Amended by Mass Register Issue 1320, eff. 8/26/2016.