Indiana § 23-13-5-6 - Purchasing shares of dissatisfied stockholders; determination of value

§ 23-13-5-6. Purchasing shares of dissatisfied stockholders; determination of value

Sec. 6. The board of directors of any such corporation is hereby authorized to buy in for the corporation the share or shares of stock of any person or persons dissatisfied with the action of the majority of stockholders provided for in section 3 or 4 of this chapter, provided such dissatisfied stockholders did not vote with the majority at such meeting or meetings. If any such dissatisfied stockholder shall not be satisfied with the price offered for his stock by said directors or trustees, then he may apply by petition to one (1) of the judges of the circuit or superior courts, if any, of the county where such institution is located, making the corporation defendant therein, praying said court to appoint three (3) disinterested persons to estimate and appraise the fair cash value of the shares of such stock owned by the petitioner, and shall at the same time file with the clerk his certificate of stock in said corporation. And the value of such shares having been so appraised by said commissioners, by a vote of a majority thereof, shall be reported to said court, and when confirmed by the court, shall be final and conclusive on all parties, and thereupon said corporation shall be decreed to be the owner of such shares, and the petitioner shall assign his said stock to said corporation and deliver to said board of directors or trustees the certificate therefor and shall be paid the appraised value thereof out of the endowment or other funds of said corporation. Should any such petitioner fail after such appraisement to so assign and deliver said stock and the certificate therefor within sixty (60) days after the confirmation of such appraisal therefor, the said directors or trustees may make payment of the amount of such award to the clerk of the court for the party entitled thereto and, upon such payment, the clerk shall assign and deliver to said directors or trustees the said stock and certificate. The costs of such proceeding and appraisement shall be paid by the corporation in case the appraised value of such stock exceeds the sum offered therefor by such directors or trustees; otherwise such costs shall be paid by the petitioner.

Formerly: Acts 1909, c.52, s.5. As amended by P.L.34-1987, SEC.347.