§ 55-14A-01. Fundamental changes in reorganization proceedings.
Article 14A.
Reorganization.
§ 55‑14A‑01. Fundamental changes in reorganization proceedings.
(a) Whenever a plan ofreorganization of a corporation is confirmed by decree or order of a court ofcompetent jurisdiction in proceedings for the reorganization of suchcorporation pursuant to the provisions of any applicable statute of the UnitedStates relating to reorganization of corporations, the corporation may put intoeffect and carry out such plan and the decrees and orders of the court relativethereto and may take any action provided in such plan or directed by suchdecrees and orders without further action by its directors or shareholders.Such action may be taken, as may be directed by such decrees or orders, by thetrustee or trustees of such corporation appointed in the reorganizationproceedings, or by designated officers of the corporation, or by a master orother representative appointed by the court, with like effect as if taken byunanimous action of the directors and shareholders of the corporation. Inparticular and without limiting the generality or effect of the foregoing, suchcorporation may:
(1) Amend its articlesof incorporation or bylaws, or both, so long as the articles of incorporationand bylaws as amended contain only such provisions as might be lawfullycontained therein at the time of making such amendment;
(2) Constitute orreconstitute and classify or reclassify its board of directors, and name,constitute or appoint directors and officers in place of or in addition to allor any of the directors or officers then in office;
(3) Make any change inits capital accounts or in any or all of its outstanding shares or othersecurities, or cancel any or all of such outstanding shares or othersecurities;
(4) Dissolve andliquidate;
(5) Effect a merger orshare exchange;
(6) Transfer all or partof its assets;
(7) Change itsregistered office or registered agent, or both;
(8) Authorize theissuance of bonds, debentures or other obligations of the corporation, whetheror not convertible into shares of any class or bearing warrants or otherevidences of optional rights to purchase or subscribe for shares of any class,and fix the terms and conditions thereof.
(b) Any articles ofamendment, statement of change of registered office or registered agent,articles of restatement, articles of merger or share exchange, articles ofconversion, articles of dissolution, or any other document appropriate tocomplete any action permitted by this section shall be executed and filed inaccordance with the provisions of this Chapter on behalf of the corporation bysuch person or persons as may be authorized to take such action pursuant tosubsection (a) of this section. The document shall set forth the statementsrequired by this Chapter to be included in the document, except any statementthat the action taken by the document was adopted by the incorporators or boardof directors or was approved by the shareholders, and also shall set forth:
(1) The date of thecourt's order or decree approving the action.
(2) The title of thereorganization proceeding in which the order or decree was entered.
(3) A statement that thecourt had jurisdiction of the proceeding under a federal statute of the UnitedStates.
(c) No action takenunder this section shall give rise to any dissenters' rights, except asprovided in the plan of reorganization.
(d) This section doesnot apply after entry of a final decree in the reorganization proceeding eventhough the court retains jurisdiction of the proceeding for limited purposesunrelated to consummation of the reorganization plan. (1973, c. 469, s. 38; 1989,c. 265, s. 1; 2005‑268, s. 34.)