Ohio § 3913.03

§ 3913.03.

If a stockholder of any domestic stock life insurance corporation planning to become

a mutual life insurance corporation under section 3913.01 of the Revised Code files with the corporation, prior to or at the meeting of the stockholders at which

the plan is submitted to a vote, a written objection to such plan and does not vote

in favor of it, and such stockholder, within twenty days after the plan is approved

by such meeting, makes written demand on the corporation for payment of the fair cash

value of his shares as of the day prior to the date on which such plan is approved

by the stockholders, excluding from such fair cash value any appreciation or depreciation

in consequence of such mutualization, such stockholder shall be entitled to receive,

within ninety days after such fair cash value is agreed upon or determined, upon surrender

of his certificates representing his shares, such fair cash value of his shares.  Any stockholder who fails to make such objection or having objected fails to make

demand within the twenty-day period shall be conclusively presumed to have consented

to the plan and shall be bound by the terms of it. Any such objection and demand for the payment of the fair cash value of shares shall

state the number and kind of shares held by the dissenting stockholder making the

demand, and the amount which such stockholder claims is their fair cash value. The right of a dissenting stockholder to be paid the fair cash value of his shares

shall cease when the corporation, for any reason and in accordance with the provisions

set forth in this section, abandons the plan to mutualize the corporation. No demand for payment of such fair cash value may be withdrawn by the stockholder

making the demand unless the corporation, by its board of directors, consents to such

withdrawal. Within ten days after the receipt of any such demand, the corporation shall inform

such stockholder in writing whether it will pay the demanded amount, and, if it refuses

to pay such amount, it shall offer in writing to pay another amount as such fair cash

value. If, within thirty days after the date of the written demand made by the dissenting

stockholder, the value of such shares is agreed upon between the dissenting stockholder

and the corporation and such value is approved by the superintendent of insurance,

payment shall be made within ninety days after the date of such agreement, upon the

surrender of the stockholder's certificates representing such shares.  Upon payment of the agreed value, the dissenting stockholder ceases to have any

interest in such shares and ceases to be a stockholder in the corporation, but the

shares previously held by him and upon which he has been paid such fair cash value

shall be transferred to and held by the trustees appointed under section 3913.04 of the Revised Code for the benefit of the corporation. If, within such period of thirty days, the stockholder and the corporation do not

agree upon the value of the shares, the corporation, or the dissenting stockholder

if he has complied with this section, within sixty days after the expiration of the

thirty-day period, may petition the court of common pleas of the county in which the

principal office of the corporation is located, to determine the fair cash value of

the shares mentioned in such demand as of the day before the vote was taken approving

such plan. If such petition is not filed within the sixty-day period, the fair cash value of

the shares is conclusively deemed to be equal to the amount offered to the dissenting

stockholder by the corporation if any such offer has been made or, if not, then an

amount equal to that demanded by the dissenting stockholder. Such petition shall contain a brief statement of the facts and shall show the vote

and action objected to and facts entitling such dissenting stockholder to the relief

demanded. Upon the filing of such petition, the court, on the motion of the petitioner, shall

enter an order fixing a date for hearing, and requiring a notice of the filing and

prayer of such petition and of the date for hearing to be given to the respondent

or defendant in the manner in which a summons is required to be served or substituted

service is required to be made in other cases. On the day fixed for the hearing of such petition, or any adjournment of it, the court

shall determine from the petition and such evidence as is submitted by either party

whether the dissenting stockholder is entitled to be paid the fair cash value of any

shares, and the number of such shares, and, if the court finds and orders that such

stockholder is entitled to be paid the fair cash value of any number of shares, the

court shall appoint three appraisers to determine the fair cash value of such number

of shares as of the day before the vote objected to was taken, excluding from such

fair cash value any appreciation or depreciation in consequence of the mutualization

or vote of the corporation, and the court further shall instruct the appraisers respecting

their duties in making such determination. The appraisers forthwith shall proceed to determine the fair cash value, and the appraisers,

or a majority of them, shall make a report or award within ten days, unless the court

increases that time, and shall file such report in the office of the clerk of the

court of common pleas, whereupon, on the motion of either party, the report shall

be submitted to the court and considered on such evidence as the court considers relevant,

and if the award is found to be reasonable, and is confirmed and approved by the court,

judgment shall be rendered against the corporation for the payment of the amount of

the award, with interest at six per cent from a date which shall be fixed in such

judgment. If such appraisers, or a majority of them, fail to make and file an award within ten

days, or within such further time as may be fixed by the court, or the award is not

confirmed by the court, it summarily shall determine the fair cash value of the number

of shares and render judgment for it. Any judgment further shall provide that simultaneously with its payment the certificates

evidencing the shares of stock affected shall be surrendered to the corporation and,

upon the failure of the holder of the shares to surrender such certificates, the judgment

shall stand as a cancellation of such certificates. The costs of the proceedings, including reasonable compensation to the appraisers

to be fixed by the court, shall be assessed or apportioned as the court considers

equitable. Such a proceeding is a special proceeding, and final orders in the proceeding may

be reviewed and affirmed, modified, or reversed on appeal pursuant to the Rules of

Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505.

of the Revised Code. Two or more dissenting stockholders may join as plaintiffs or be joined as defendants

in any proceeding under this section, and two or more such proceedings may be consolidated. A stockholder who so objects in writing and demands in writing payment of the fair

cash value of any shares shall not be entitled to vote such shares or to exercise

any rights respecting such shares or to receive any dividends or distributions on

them, unless the plan of mutualization is abandoned, or, with the consent of the corporation,

the objection and demand are withdrawn;  provided that if, prior to such abandonment,

dividends are paid in money to stockholders who are of the same class as those dissenting

and who are of record on or after the day on which the vote was taken authorizing

such mutualization, then an amount of money equal to the dividends otherwise payable

upon such dissenting shares shall be paid to the holders of record of such shares

who would, except for their dissent, be entitled to receive such dividends, and each

such payment shall be a credit upon the total amount to be paid for such shares by

the corporation.  All the holders of such dissenting shares of record at the time of any such abandonment,

shall be restored on such abandonment to the status of a stockholder, and any payments

made previously on such shares shall be considered as dividends on them. Any stockholder who has assented to the plan or who has been concluded by the vote

of the assenting stockholders, and any stockholder who has objected and made demand

in writing for the fair cash value of his shares subsequent to which an agreement

has been reached fixing such fair cash value, but who fails to surrender his certificates

for cancellation upon payment of the amount to which he is entitled, may be ordered

to do so by a decree of the court of common pleas for the county in which the principal

office of such corporation is located after notice and hearing in an action instituted

by the corporation for that purpose, and such decree may provide that, upon the failure

of the stockholder to surrender such certificates for cancellation, the decree shall

stand in lieu of such surrender and cancellation. At any time before there has been a vote of the policyholders approving a plan of

mutualization, the corporation may abandon such plan by the same vote of the directors

and of the stockholders as was required for its adoption.  Upon such abandonment, the rights of any stockholders to be paid for their stock

in accordance with the plan, and the rights of any dissenting stockholders to be paid

the fair cash value of their stock, whether or not judgment may have been rendered

for it, shall terminate, and the corporation shall continue to conduct its business

as a domestic stock life insurance corporation as though no plan of mutualization

had ever been adopted.