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Texas Business Organizations Code - Section 10.361. Proceeding To Determine Fair Value Of Ownership Interest And Owners Entitled To Payment; Appointment Of Appraisers

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 10.361. Proceeding To Determine Fair Value Of Ownership Interest And Owners Entitled To Payment; Appointment Of Appraisers

§ 10.361. PROCEEDING TO DETERMINE FAIR VALUE OF OWNERSHIP 
INTEREST AND OWNERS ENTITLED TO PAYMENT;  APPOINTMENT OF 
APPRAISERS.  (a) If a responsible organization rejects the amount 
demanded by a dissenting owner under Section 10.358 and the 
dissenting owner and responsible organization are unable to reach 
an agreement relating to the fair value of the ownership interests 
within the period prescribed by Section 10.358(d), the dissenting 
owner or responsible organization may file a petition requesting a 
finding and determination of the fair value of the owner's 
ownership interests in a court in:
		(1)  the county in which the organization's principal 
office is located in this state;  or
		(2)  the county in which the organization's registered 
office is located in this state, if the organization does not have a 
business office in this state.
	(b)  A petition described by Subsection (a) must be filed not 
later than the 60th day after the expiration of the period required 
by Section 10.358(d).
	(c)  On the filing of a petition by an owner under Subsection 
(a), service of a copy of the petition shall be made to the 
responsible organization.  Not later than the 10th day after the 
date a responsible organization receives service under this 
subsection, the responsible organization shall file with the clerk 
of the court in which the petition was filed a list containing the 
names and addresses of each owner of the organization who has 
demanded payment for ownership interests under Section 10.356 and 
with whom agreement as to the value of the ownership interests has 
not been reached with the responsible organization.  If the 
responsible organization files a petition under Subsection (a), the 
petition must be accompanied by this list.
	(d)  The clerk of the court in which a petition is filed under 
this section shall provide by registered mail notice of the time and 
place set for the hearing to:
		(1)  the responsible organization;  and                                       
		(2)  each owner named on the list described by 
Subsection (c) at the address shown for the owner on the list.
	(e)  The court shall:                                                          
		(1)  determine which owners have:                                             
			(A)  perfected their rights by complying with this 
subchapter;  and        
			(B)  become subsequently entitled to receive 
payment for the fair value of their ownership interests;  and
		(2)  appoint one or more qualified appraisers to 
determine the fair value of the ownership interests of the owners 
described by Subdivision (1).
	(f)  The court shall approve the form of a notice required to 
be provided under this section.  The judgment of the court is final 
and binding on the responsible organization, any other organization 
obligated to make payment under this subchapter for an ownership 
interest, and each owner who is notified as required by this 
section.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007