Illinois Code § 13a

§ 13a.

Any railroad corporation may, with the consent of the stockholders hereinafter stated, issue and sell, subject, however, to the provisions of the Illinois Securities Law and amendments thereto, under such restrictions and terms and for such consideration as the stockholders shall authorize, any part or all of its unissued stock, or additional stock authorized pursuant to the provisions of this Act, to employees of the corporation or of any subsidiary corporation, without first offering such stock for subscription to its stockholders. Such consent and authorization may be given at any annual or special meeting of the stockholders by the affirmative vote of two-thirds in amount of all the shares of stock outstanding and entitled to vote. If any stockholder not voting in favor of said issue and sale of stock to employees, so desires, he may, at such meeting, or within twenty days thereafter, object thereto in writing, to be filed with the secretary of the corporation, and demand payment for the stock then held by him, in which case such stockholder or the corporation may at any time within sixty days after such meeting file a petition in the Circuit Court of the county in which the principal office of the corporation is located, asking for a finding and determination of the fair value of his shares of stock at the date of such stockholders' meeting. The same procedure shall be followed upon the filing of such a petition, as near as may be, as is provided for other cases where a stockholder, who objects to a certain action of a corporation, is permitted to have the value of his stock fixed by the Circuit Court and is given the power to compel the corporation to buy the stock at that price. The value of such shares of stock at such date shall be their market value in case the stock of such corporation is listed upon any exchange. Upon payment by the corporation of the value of such shares of stock so determined, such stockholder shall cease to have any interest in such shares or in the property of the corporation and his shares of stock shall be transferred to and may be held and disposed of by the corporation as it shall see fit. The corporation shall be liable for and shall pay to any such objecting stockholder the value of his shares of stock so determined. (Source: P.A. 103-154, eff. 6-30-23.)