§ 55A-14A-01. Fundamental changes in reorganization proceedings.
Article14A.
Reorganization.
§ 55A‑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 the corporationpursuant to the provisions of any applicable statute of the United Statesrelating to reorganization of corporations, the corporation may put into effectand carry out the plan and the decrees and orders of the court relative theretoand may take any action provided in the plan or directed by the decrees andorders without further action by its directors or members. Such action may betaken, as may be directed by the decrees or orders, by the trustee or trusteesof the corporation appointed in the reorganization proceedings, or bydesignated officers of the corporation, or by a master or other representativeappointed by the court, with like effect as if taken by unanimous action of thedirectors and members of the corporation. In particular and without limitingthe generality or effect of the foregoing, the corporation 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 memberships or securities or cancel any or all of its outstandingmemberships or securities;
(4) Dissolve andliquidate;
(5) Effect a merger;
(6) Transfer all or partof its assets;
(7) Change its registeredoffice or registered agent, or both;
(8) Authorize theissuance of bonds, debentures, or other obligations of the corporation and fixthe terms and conditions thereof.
(b) Any articles ofamendment, statement of change of registered office or registered agent,restated articles of incorporation, articles of merger, articles ofdissolution, or any other document appropriate to complete any action permittedby this section shall be executed and filed in accordance with the provisionsof this Chapter on behalf of the corporation by such person or persons as maybe authorized to take such action pursuant to subsection (a) of this section.
(c) 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. (1993,c. 398, s. 1.)