§ 4-26-307 - Amendment of articles of incorporation in reorganization proceedings.
4-26-307. Amendment of articles of incorporation in reorganization proceedings.
(a) Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, the articles of incorporation of the corporation may be amended in the manner provided in this section, in as many respects as may be necessary to carry out the plan and put it into effect, so long as the articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making the amendment.
(b) In particular and without limitation upon the general power of amendment, the articles of incorporation may be amended for such purpose so as to:
(1) Change the corporate name, period of duration, or corporate purposes of the corporation;
(2) Repeal, alter, or amend the bylaws of the corporation;
(3) Change the aggregate number of shares, or shares of any class, which the corporation has authority to issue;
(4) Change the preferences, limitations, and relative rights in respect of all or any part of the shares of the corporation, and classify, reclassify, or cancel all or any part, whether issued or unissued;
(5) Authorize the issuance of bonds, debentures, or other obligations of the corporation, whether or not convertible into shares of any class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of any class, and fix the terms and conditions thereof; and
(6) Constitute or reconstitute the board of directors of the corporation and appoint directors and officers in place of or in addition to all or any of the directors or officers then in office.
(c) Amendments to the articles of incorporation pursuant to this section shall be made in the following manner:
(1) Articles of amendment approved by decree or order of the court shall be executed and verified in duplicate by such person as the court shall designate or appoint for the purpose;
(2) The articles of amendment shall set forth the name of the corporation, the amendments of the articles of incorporation approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered, and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation pursuant to the provisions of an applicable statute of the United States;
(3) The articles of amendment shall be filed in accordance with 4-26-1201.
(d) An amendment effected under this section shall be binding and operative, without any action thereon by the directors or shareholders, and with the same effect as if the amendment had been adopted by unanimous action of the directors and shareholders of the corporation.