{"data":{"id":"us-ky/krs-272.321","jurisdiction":"us-ky","citation":"KRS 272.321","heading":"Member objecting to merger or consolidation to be paid for stock -- Value,","body":"how fixed -- Disposal of shares.\n(1) A member of a constituent association to be affected by a merger or consolidation\nmay give to the association prior to or at the meeting of  its members to which the\nproposal of merger or consolidation is submitted to a vote, written notice that he\nobjects to such proposal. Within twenty (20) days after the date on which the vote\nwas taken, such member may, unless he votes in favor of the proposal, make written\ndemand on the association for payment of the fair market value of his stock or other\nproperty rights or interest in the association. Such demands shall state the number\nand class of shares of stock owned by him or the nature and amount o f other\nproperty rights or interest owned by him in the association. In addition to any other\nright he may have in law or equity, a member giving such notice shall be entitled, if\nand when the merger or consolidation is effected, to be paid by the survivin g\nassociation, or new association, the fair market value of such stock, or other\nproperty rights or interests, as of the day prior to the date on which the vote was\ntaken, subject only to the surrender by him of the certificate, or certificates of such\nstock or other evidence of ownership or other property rights or interests.\n(2) If within thirty (30) days after the date upon which the objecting member tendered\nhis written demand for payment of his stock or other property rights or interest, the\nfair market value of such stock or other property rights or interests is agreed upon\nbetween the member and the surviving association, the payment therefor shall be\nmade within sixty (60) days after the date of such agreement, upon surrender of the\ncertificate or ot her evidence of such property rights or interests, whereupon the\nmember shall cease to have any interest in such stock or other property rights or\ninterest in the association.\n(3) If, during the thirty (30) day period mentioned in the preceding subsection,  the\nmember and the surviving association or new association do not agree as to the fair\nmarket value of such stock or other property rights or interests, the member may,\nwithin sixty (60) days thereafter, file a petition in the Circuit Court of the county  in\nwhich the surviving association or new association has its registered office or\nprincipal place of business asking for the appointment of three (3) disinterested\nappraisers to appraise the fair market value of his stock or other property rights or\ninterests. A summons, together with a copy of the petition, shall be served on the\nsurviving association or new association at least twenty (20) days prior to a hearing\non the petition by the court. The award of the appraisers, or a majority of them, if no\nexceptions be filed thereto within ten (10) days after the award has been filed in\ncourt, shall be confirmed by the court, and when confirmed shall be final and\nconclusive, and the member, upon depositing with the court the proper stock\ncertificates or other evidence of such property rights or interests, shall be entitled to\njudgment against the association for the appraised value thereof as of the day prior\nto the date on which the vote was taken. If either party files exceptions to the award\nof the appraiser s within ten (10) days after the award has been filed in court, the\ncase shall be transferred to the civil issue docket of the Circuit Court for trial and\nshall be there tried in the same manner, as near as may be practicable, as is provided\nfor the trial of cases under the eminent domain law of this state, and with the same\nright of appeal to the Court of Appeals. The court shall assess the cost of the\nproceedings as it deems equitable. Upon payment of the judgment, the surviving\nassociation or new associa tion is entitled to have the member's stock certificates or\nother evidence of such property rights or interests surrendered to it by the clerk of\nthe court. Unless the member files such a petition within the time prescribed, he, his\nassigns and heirs claiming under him shall have no right to payment hereunder, but\nin that event nothing herein shall impair his status as a member.\n(4) If the notices sent to members in connection with any meeting to vote upon a\nproposed merger or consolidation make no reference to the provisions of subsection\n(1) of this section, a member entitled to but through lack of actual knowledge did\nnot avail himself of the provisions of this section, unless he voted for the proposal,\nis entitled, if he so demands in writing within one (1) year after the date on which\nthe vote was taken on the proposed merger or consolidation, to recover from the\nsurviving association or new association any actual damage which he suffered from\nfailure of the association of which he was a member to make such reference.\n(5) The liability to pay for stock or other property rights or interests or to pay damages\nimposed by subsection (4) of this section on an association extends to the surviving\nassociation or new association.\n(6) Shares of stock acquired by a n association, a surviving association, or a new\nassociation pursuant to the payment of an agreed fair market value thereof or to\npayment of a judgment entered therefor may be held and disposed of by such\nassociation as in the case of other treasury shares.\n(7) This section does not apply to a merger if on the date of the filing of the articles of\nmerger the surviving association is the owner of all outstanding shares of the other\nassociation or associations, domestic or foreign, participating in the merger  and if\nthe merger makes no changes in the relative rights of the members of the surviving\nassociation.\n(8) No member of a constituent association to be affected by a merger or consolidation,\nwho objects thereto and makes written demand for payment of the fair market value\nof his stock or other property rights or interests in the association, as provided in\nthis section, is entitled to payment at any time prior to the time that he would\notherwise be entitled to payment pursuant to valid provisions of such s tock, or valid\nprovisions of the articles of incorporation or bylaws of the association, in effect on\nthe date of the vote for such merger or consolidation.","path":["KRS Chapter 272"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13559","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:21Z","sha256":"7f65cf07b500dbc39ee320854d0f762862c848d96e33d1978d2a0689aa213fb7","source_id":"us-ky","stale":false,"prev":"us-ky/krs-272.320","next":"us-ky/krs-272.325"},"notice":"GroundRules: Original legal text. Not legal advice."}