351.205. Preferred shares issued before November 21, 1943, without redemption provisions, how redeemed.
Preferred shares issued before November 21, 1943, without redemptionprovisions, how redeemed.
351.205. 1. Any corporation which issued preferred sharesprior to November 21, 1943, the issued certificates evidencingwhich shares contain no provision for redemption, and whichcorporation has no provision in its articles of incorporationproviding for the redemption of such shares, may redeem all ofsuch shares at the par or stated value thereof plus, in the caseof cumulative preferred shares, an amount equal to all accruedand unpaid dividends thereon to the date of redemption; provided,that the corporation shall proceed in the following manner:
(1) The board of directors may adopt a resolutionrecommending the redemption and directing the submission of theresolution for approval or rejection by a vote of all theshareholders of the corporation, each share entitling the holderto one vote, whether by the terms of the articles ofincorporation the shareholder is entitled to vote or not, andsuch vote may be at either an annual or a special meeting, exceptthat the proposed redemption need not be adopted by the board ofdirectors and may be directly submitted to any annual or specialmeeting of shareholders;
(2) Written or printed notice stating that the purpose, orone of the purposes, of the meeting is to consider and vote uponthe adoption or rejection of a resolution providing for theredemption of the preferred shares shall be given to eachshareholder of record within the time and in the manner providedby this chapter for the giving of notice of meetings ofshareholders; if the meeting is an annual meeting, the purposeshall, nevertheless, be included in the notice of the annualmeeting;
(3) At the meeting the shareholders may adopt the resolutionfor the redemption of all of such preferred shares, and mayauthorize the board of directors to fix the terms and conditionsthereof. The authorization shall require the affirmative vote ofthe holders of at least three-fifths of the outstanding shares ofthe corporation. In the event that the redemption of thepreferred shares is authorized by a vote of the shareholders ofthe corporation, any holder of a preferred share or of preferredshares who did not vote in favor thereof, and who, at or prior tothe meeting at which the redemption was submitted to a vote ofthe shareholders, shall file with the corporation writtenobjections thereto, may, within twenty days after the vote wastaken, make written demand on the corporation for the payment tohim of the fair value of his preferred shares as of the day priorto the date on which the vote was taken authorizing theredemption. The demand shall state the number of preferredshares owned by the dissenting shareholder. Any shareholderfailing to make demand within the twenty-day period shall beconclusively presumed to have consented to the redemption of thepreferred shares at their par or stated value plus, in the caseof cumulative preferred shares, an amount equal to all accruedand unpaid dividends thereon to the date of redemption, and shallbe bound by the terms of the resolution.
2. If, within thirty days after the date on which the votewas taken, the value of the preferred shares is agreed uponbetween the dissenting shareholder and the corporation, thecorporation shall make payment of the agreed value within ninetydays after the date on which the vote was taken authorizing theredemption, upon the surrender of the certificate or certificatesrepresenting the shares. Upon payment of the agreed value, thedissenting shareholder shall cease to have any interest in theshares.
3. If within the period of thirty days, the shareholder andthe corporation do not so agree, then the dissenting shareholdermay, within sixty days after the expiration of the thirty-dayperiod, file a petition in any court of competent jurisdictionwithin the county in which the registered office of thecorporation is situated, asking for a finding and determinationof the fair value of the shares, and shall be entitled tojudgment against the corporation for the amount of the fair valueas of the day prior to the day upon which the vote was taken,together with interest thereon to the date of the judgment. Thejudgment shall be payable only upon and simultaneously with thesurrender to the corporation of the certificate or certificatesrepresenting the shares. Upon the payment of the judgment, thedissenting shareholder shall cease to have any interest in theshares. Unless the dissenting shareholder shall file thepetition within the time limited, the shareholder and all personsclaiming under him shall be conclusively presumed to haveapproved and ratified the resolution for redemption voted for bythe shareholders, as herein provided for, and shall be bound bythe terms thereof.
(L. 1943 p. 410 § 13a, A.L. 1965 p. 532, A.L. 1975 S.B. 14)