(1) To be effective, a merger must be approved by the stockholders of each constituent state bank by a vote of twothirds of the outstanding voting stock, at a meeting called to consider such action, which vote shall constitute the adoption of the charter and bylaws of the resulting state bank, including the amendments set forth in the merger agreement.
The notice of the meeting of stockholders shall state that dissenting stockholders willbe entitled to payment of the value of only those shares that are voted against the approval of the plan.
The owners of shares that were voted against the approval of the merger shall beentitled to receive their value in cash, if and when the merger becomes effective, upon written demand made to the resulting state bank at any time within thirty days after the effective date of the merger, accompanied by the surrender of the stock certificates. The value of such shares shall be determined as of the date of the shareholders' meeting approving the merger by three appraisers, one to be selected by the owners of two-thirds of the dissenting shares involved, one by the board of directors of the resulting state bank, and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern. If the appraisal is not completed within ninety days after the merger becomes effective, the commissioner shall cause an appraisal to be made.
The expenses of appraisal shall be paid by the resulting state bank.
The resulting state bank may fix an amount that it considers to be not more than thefair market value of the shares of a constituent bank at the time of the stockholders' meeting approving the merger, which it will pay dissenting shareholders of that constituent bank entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting state bank.
Source: L. 2003: Entire article added with relocations, p. 1097, § 3, effective July 1.
Editor's note: This section is similar to former § 11-4-105 as it existed prior to 2003.