Title 14, Chapter 2, Section 1008
( 14-2-1008)
(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Code Section 14-2-202. (b) The individual or individuals designated by the court shall
deliver to the Secretary of State for filing articles of amendment
setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles
of amendment; (4) The title of the reorganization proceeding in which the order
or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding
under federal statute. (c) Shareholders of a corporation undergoing reorganization do not
have dissenters' rights except as and to the extent provided in the
reorganization plan. (d) This Code section does not apply after entry of a final decree
in the reorganization proceeding even though the court retains
jurisdiction of the proceeding for limited purposes unrelated to
consummation of the reorganization plan. |