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

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.