2005 Idaho Code - 26-909 — DISSENTING STOCKHOLDERS

                                  TITLE  26
                              BANKS AND BANKING
                                  CHAPTER 9
                    CONSOLIDATION, SALE AND REORGANIZATION
    26-909.  DISSENTING STOCKHOLDERS. (1) A dissenting stockholder of a state
bank shall be entitled to receive the value in cash of only those shares which
were voted against a merger to result in a state bank, against the conversion
of a state bank into a national bank or against a sale of all or substantially
all of the state bank's assets, and only if written demand thereupon is made
to the resulting state or national bank at any time within thirty (30) days
after the effective date of the merger or conversion accompanied by the
surrender of the stock certificates. The value of such shares will be
determined, as of the date of the stockholders' meeting approving the merger
or conversion, by three (3) appraisers, one (1) to be selected by the vote of
the owners of two-thirds (2/3) of the shares involved at a meeting called by
the director on ten (10) days' notice, one (1) by the board of directors of
the resulting state or national bank, and the third by the two (2) so chosen.
The valuation agreed upon by any two (2) appraisers shall govern. If any
necessary appraiser is not appointed within sixty (60) days after the
effective date of the merger or conversion, the director shall make the
necessary appointment, or if the appraisal is not completed within ninety
(90) days after the merger or conversion becomes effective, the director shall
cause an appraisal to be made.
    (2)  The merger agreement may fix an amount which the merging banks
consider to be the fair market value of the shares of a merging or a
converting bank at the time of the stockholders' meeting approving the merger
or conversion, which the resulting bank will pay dissenting stockholders of
that 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 or
national bank.
    (3)  The expenses of appraisal shall be paid by the resulting state bank
except when the value fixed by the appraiser does not exceed the value fixed
by the merger agreement in which case one-half (1/2) of the expenses shall be
paid by the resulting bank and one-half (1/2) by the dissenting stockholders
requesting the appraisal in proportion to their respective holdings.