17-6913.   Reorganization of corporation under United Statesstatute; implementation.(a) Any corporation of this state, a plan of reorganization of which,pursuant to the provisions of any applicable statute of the UnitedStates relating to reorganizations of corporations, has been or shall beconfirmed by the decree or order of a court of competent jurisdiction,may put into effect and carry out the plan and the decrees and orders ofthe court or judge relative thereto, and may take any proceeding and doany act provided in the plan or directed by such decrees and orders,without further action by its directors or stockholders. Such power andauthority may be exercised, and such proceedings and acts may be taken,as may be directed by such decrees or orders, by the trustee or trusteesof such corporation appointed in the reorganization proceedings, or amajority thereof, or if none be appointed and acting, by designatedofficers of the corporation, or by a master or other representativeappointed by the court or judge, with like effect as if exercised andtaken by unanimous action of the directors and stockholders of thecorporation.

      (b)   In the manner provided in subsection (a) of this section, butwithout limiting the generality or effect of the foregoing, suchcorporation may alter, amend or repeal its bylaws; constitute orreconstitute and classify or reclassify its board of directors, andname, constitute or appoint directors and officers in place of or inaddition to all or some of the directors or officers then in office;amend its articles of incorporation, and make any change in its capitalor capital stock, or any other amendment, change or alteration, orprovision, authorized by this act; be dissolved, transfer all or part ofits assets, merge or consolidate as permitted by this act, except that nostockholder shall have any statutoryright ofappraisal of such stockholder's stock; change the location ofits registered office,change its resident agent and remove or appoint any agent to receiveservice of process; authorize and fix the terms, manner and conditionsof, the issuance of bonds, debentures or other obligations, whether ornot convertible into stock of any class, or bearing warrants or otherevidences of optional rights to purchase or subscribe for stock of anyclass; or lease its property and franchises to any corporation, ifpermitted by law.

      (c)   A certificate of any amendment, change or alteration, or ofdissolution, or any agreement of merger or consolidation, made by suchcorporation pursuant to the provisions of this section,shall be filed withthe secretary of state in accordance with K.S.A. 17-6003and amendments thereto, and,subject to subsection (d) of K.S.A. 17-6003, and amendments theretoshall thereupon become effectivein accordance with its termsand the provisions of the instrument as provided in thissubsection. Such certificate, agreement of merger orother instrument shall be made and executed, as may bedirected by such decrees or orders, by the trustee or trustees appointedin the reorganization proceedings, or a majority thereof, or, if none beappointed and acting, by the officers of the corporation, or by a masteror other representative appointed by the court, and shall certify thatprovision for the making of such certificate, agreement or instrument iscontained in a decree or order of a court having jurisdiction of aproceeding under such applicable statute of the United States for thereorganization of such corporation.

      (d)   The provisions of this section shall cease to apply to suchcorporation upon the entry of a final decree in the reorganizationproceedings closing the case and discharging the trustee or trustees, ifany.

      (e)   On filing any certificate, agreement, report or other paper madeor executed pursuant to the provisions of this section, there shall bepaid to the secretary of state for the use of the state the same fees asare payable by corporations not in reorganization upon the filing oflike certificates, agreements, reports or other papers.

      History:   L. 1972, ch. 52, § 116;L. 1999, ch. 39, § 16;L. 2000, ch. 39, § 39; July 1.