§1629d Dissenters Rights

Summary

Allows a shareholder to get paid for all their Settlement Common Stock if either the shareholders fail to approve ending restrictions on selling the stock and the person voted for ending them, or if the shareholders approve keeping the restrictions without issuing sellable stock and the person voted against keeping them. A payment demand in the first case only counts if the shareholders also approved, at that same vote, a plan to buy out dissenting shareholders. The demand in the second case must be honored. State rules about how a dissenting shareholder gets paid generally apply, but the corporation’s board can give people more time than state law allows. Before the vote, the board can set rules about how shares will be valued (for example, treated as restricted and excluding certain cemetery, tax‑exempt subsistence, or speculative land values). The board can also decide that payment will be made by a negotiable note secured by a payment bond, escrowed assets worth at least 125 percent of the note, or a lien on property valued at 125 percent of the note, with some land types excluded unless the board says otherwise. The note must pay interest semi‑annually starting on the vote date at the rate for one‑year U.S. obligations, and must be paid in full no later than five years after the vote. Any dividends paid after the vote reduce the payment, and once paid the shareholder no longer has any interest in the shares or the corporation.