Illinois § 4011

§ 4011.

Right to dissent. (a) A shareholder of a savings bank is entitled to dissent from and obtain payment for his shares in the event of any of the following actions: (1) Consummation of a plan of merger or consolidation or a plan of share exchange to which the savings bank is a party if (i) shareholder authorization for the merger or consolidation or the share exchange is required by this Act or the articles of incorporation, or (ii) the savings bank is a subsidiary that is merged with its parent or another subsidiary. (2) Consummation of a sale, lease, or exchange of all or substantially all of the property and assets of the savings bank other than in the usual and regular course of business. (3) An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it: (A) alters or abolishes a preferential right of shares; (B) alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of shares; (C) limits or eliminates cumulative voting rights with respect to shares. (4) Any other action taken pursuant to a shareholder vote if the articles of incorporation, bylaws, or a resolution of the board of directors provide that shareholders are entitled to dissent and obtain payment for their shares in accordance with the procedures set forth in this Act or as may be otherwise provided in the articles, bylaws, or resolution. (b) A shareholder entitled to dissent and obtain payment for his shares under this Section may not challenge the corporate action creating his entitlement unless the action is fraudulent with respect to the shareholder or the corporation or constitutes a breach of a fiduciary duty owed to the shareholder. (c) A record owner of shares may assert dissenters' rights as to fewer than all the shares recorded in the person's name only if the person dissents with respect to all shares beneficially owned by any one person and notifies the savings bank in writing of the name and address of each person on whose behalf the record owner asserts dissenters' rights. The rights of a partial dissenter are determined as if the shares as to which dissent is made and the other shares were recorded in the names of different shareholders. A beneficial owner of shares who is not the record owner may assert dissenters' rights as to shares held on that person's behalf only if the beneficial owner submits to the savings bank the record owner's written consent to the dissent before or at the same time the beneficial owner asserts dissenters' rights. (Source: P.A. 86-1213.)