10-1008

10-1008. Amendment pursuant to
reorganization

A. A corporation's articles of incorporation may be amended pursuant to this
section without action by the board of directors or shareholders to carry out a plan of
reorganization confirmed by an order or decree of a court of competent jurisdiction under
a federal statute or a statute of this state if the articles of incorporation after
amendment contain only provisions required or permitted by section 10-202.

B. Before the date of entry of a final decree in the reorganization proceeding, the
individual or individuals designated by the plan shall deliver to the commission for
filing articles of amendment setting forth all of the following:

1. The name of the corporation.

2. The text of each amendment contained in the plan of reorganization.

3. The date of the court's order or decree confirming the plan of reorganization
containing the articles of amendment.

4. The title of the reorganization proceeding in which the order or decree was
entered.

5. A statement that the court had jurisdiction of the proceeding under federal or
state 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 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.

E. Within sixty days after the commission approves the filing, a copy of the
articles of amendment shall be published. An affidavit evidencing the publication may be
filed with the commission.