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

Indiana § 8-4-2-5

• Jurisdiction: Indiana
• Art. 4: ORGANIZATION AND OPERATION OF
• Ch. 2: Amending Articles of Incorporation in Railroad

Text

(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.