Indiana § 8-4-2-5 - Defending shareholders; payment; resubmission of proposed amendment

§ 8-4-2-5. Defending shareholders; payment; resubmission of proposed amendment

Sec. 5. (a) If any shareholder of any such corporation who did not vote in favor of such amendment at the meeting at which the amendment was adopted by the shareholders of such corporation, shall, at any time within thirty (30) days after such adoption of the amendment by such shareholders, object thereto in writing and demand payment of the value of his shares, the corporation shall, in the event that the amendment shall be made effective, and in the event that the amendment is of such a nature that its adoption without his consent and without giving him a remedy would unconstitutionally deprive him of rights, pay to such shareholder, upon surrender of his certificates therefor, the value of such shares on March 9, 1939, which shall be the date the certificate required in section 4 of this chapter, shall be filed in the office of the secretary of state. If before April 9, 1939, the value of such shares is agreed upon between the shareholder and the corporation, as the case may be, payment therefor shall be made before June 8, 1939. If, before April 9, 1939, the corporation and the shareholder do not so agree, either such corporation or the shareholder may, before June 8, 1939, petition the circuit or superior court of the county in which the principal office of the corporation is located, to appraise the value of such shares; and payment of the appraised value thereof shall be made within sixty (60) days after the entry of the judgment or order finding such appraised value. The practice, procedure, and judgment in the circuit or superior court upon such petition shall be the same, so far as practicable, as that under the eminent domain statutes in this state.

(b) Upon March 9, 1939, any shareholder who has made such objection and demand shall cease to be a shareholder and shall have no rights with respect to such shares except the right to receive payment therefor. Every shareholder who did not vote in favor of such amendment and who does not object in writing and demand payment of the value of his shares at the time and in the manner aforesaid, shall be conclusively presumed to have assented to such amendment, if he does not within six (6) months thereafter, in a court of competent jurisdiction, question such action.

(c) After April 8, 1939, the board of directors of the railroad company may, in its discretion, resubmit the amendment, or any other amendment, to a meeting of the stockholders of said company, in the same manner as is provided in sections 1 and 2 of this chapter, before filing in the office of the secretary of state the certificate provided in section 4 of this chapter, and shall file such certificate only upon receiving again the affirmative vote required in section 4 of this chapter.

Formerly: Acts 1933, c.101, s.4a; Acts 1939, c.65, s.4. As amended by P.L.62-1984, SEC.45.