17-6913.Reorganization of corporation under United States
statute; implementation.
(a) Any corporation of this state, a plan of reorganization of which,
pursuant to the provisions of any applicable statute of the United
States relating to reorganizations of corporations, has been or shall be
confirmed 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 of
the court or judge relative thereto, and may take any proceeding and do
any act provided in the plan or directed by such decrees and orders,
without further action by its directors or stockholders. Such power and
authority may be exercised, and such proceedings and acts may be taken,
as may be directed by such decrees or orders, by the trustee or trustees
of such corporation appointed in the reorganization proceedings, or a
majority thereof, or if none be appointed and acting, by designated
officers of the corporation, or by a master or other representative
appointed by the court or judge, with like effect as if exercised and
taken by unanimous action of the directors and stockholders of the
corporation.
(b) In the manner provided in subsection (a) of this section, but
without limiting the generality or effect of the foregoing, such
corporation may alter, amend or repeal its bylaws; constitute or
reconstitute and classify or reclassify its board of directors, and
name, constitute or appoint directors and officers in place of or in
addition to all or some of the directors or officers then in office;
amend its articles of incorporation, and make any change in its capital
or capital stock, or any other amendment, change or alteration, or
provision, authorized by this act; be dissolved, transfer all or part of
its assets, merge or consolidate as permitted by this act, except that no
stockholder shall have any statutory
right of
appraisal of such stockholder's stock; change the location of
its registered office,
change its resident agent and remove or appoint any agent to receive
service of process; authorize and fix the terms, manner and conditions
of, the issuance of bonds, debentures or other obligations, whether or
not convertible into stock of any class, or bearing warrants or other
evidences of optional rights to purchase or subscribe for stock of any
class; or lease its property and franchises to any corporation, if
permitted by law.
(c) A certificate of any amendment, change or alteration, or of
dissolution, or any agreement of merger or consolidation, made by such
corporation pursuant to the provisions of this section,
shall be filed with
the secretary of state in accordance with K.S.A. 17-6003
and amendments thereto, and,
subject to subsection (d) of K.S.A. 17-6003, and amendments thereto
shall thereupon become effective
in accordance with its terms
and the provisions of the instrument as provided in this
subsection. Such certificate, agreement of merger or
other instrument shall be made and executed, as may be
directed by such decrees or orders, by the trustee or trustees appointed
in the reorganization proceedings, or a majority thereof, or, if none be
appointed and acting, by the officers of the corporation, or by a master
or other representative appointed by the court, and shall certify that
provision for the making of such certificate, agreement or instrument is
contained in a decree or order of a court having jurisdiction of a
proceeding under such applicable statute of the United States for the
reorganization of such corporation.
(d) The provisions of this section shall cease to apply to such
corporation upon the entry of a final decree in the reorganization
proceedings closing the case and discharging the trustee or trustees, if
any.
(e) On filing any certificate, agreement, report or other paper made
or executed pursuant to the provisions of this section, there shall be
paid to the secretary of state for the use of the state the same fees as
are payable by corporations not in reorganization upon the filing of
like certificates, agreements, reports or other papers.
History: L. 1972, ch. 52, § 116;
L. 1999, ch. 39, § 16;
L. 2000, ch. 39, § 39; July 1.
17-6913.Reorganization of corporation under United States
statute; implementation.
(a) Any corporation of this state, a plan of reorganization of which,
pursuant to the provisions of any applicable statute of the United
States relating to reorganizations of corporations, has been or shall be
confirmed 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 of
the court or judge relative thereto, and may take any proceeding and do
any act provided in the plan or directed by such decrees and orders,
without further action by its directors or stockholders. Such power and
authority may be exercised, and such proceedings and acts may be taken,
as may be directed by such decrees or orders, by the trustee or trustees
of such corporation appointed in the reorganization proceedings, or a
majority thereof, or if none be appointed and acting, by designated
officers of the corporation, or by a master or other representative
appointed by the court or judge, with like effect as if exercised and
taken by unanimous action of the directors and stockholders of the
corporation.
(b) In the manner provided in subsection (a) of this section, but
without limiting the generality or effect of the foregoing, such
corporation may alter, amend or repeal its bylaws; constitute or
reconstitute and classify or reclassify its board of directors, and
name, constitute or appoint directors and officers in place of or in
addition to all or some of the directors or officers then in office;
amend its articles of incorporation, and make any change in its capital
or capital stock, or any other amendment, change or alteration, or
provision, authorized by this act; be dissolved, transfer all or part of
its assets, merge or consolidate as permitted by this act, except that no
stockholder shall have any statutory
right of
appraisal of such stockholder's stock; change the location of
its registered office,
change its resident agent and remove or appoint any agent to receive
service of process; authorize and fix the terms, manner and conditions
of, the issuance of bonds, debentures or other obligations, whether or
not convertible into stock of any class, or bearing warrants or other
evidences of optional rights to purchase or subscribe for stock of any
class; or lease its property and franchises to any corporation, if
permitted by law.
(c) A certificate of any amendment, change or alteration, or of
dissolution, or any agreement of merger or consolidation, made by such
corporation pursuant to the provisions of this section,
shall be filed with
the secretary of state in accordance with K.S.A. 17-6003
and amendments thereto, and,
subject to subsection (d) of K.S.A. 17-6003, and amendments thereto
shall thereupon become effective
in accordance with its terms
and the provisions of the instrument as provided in this
subsection. Such certificate, agreement of merger or
other instrument shall be made and executed, as may be
directed by such decrees or orders, by the trustee or trustees appointed
in the reorganization proceedings, or a majority thereof, or, if none be
appointed and acting, by the officers of the corporation, or by a master
or other representative appointed by the court, and shall certify that
provision for the making of such certificate, agreement or instrument is
contained in a decree or order of a court having jurisdiction of a
proceeding under such applicable statute of the United States for the
reorganization of such corporation.
(d) The provisions of this section shall cease to apply to such
corporation upon the entry of a final decree in the reorganization
proceedings closing the case and discharging the trustee or trustees, if
any.
(e) On filing any certificate, agreement, report or other paper made
or executed pursuant to the provisions of this section, there shall be
paid to the secretary of state for the use of the state the same fees as
are payable by corporations not in reorganization upon the filing of
like certificates, agreements, reports or other papers.
History: L. 1972, ch. 52, § 116;
L. 1999, ch. 39, § 16;
L. 2000, ch. 39, § 39; July 1.
17-6913.Reorganization of corporation under United States
statute; implementation.
(a) Any corporation of this state, a plan of reorganization of which,
pursuant to the provisions of any applicable statute of the United
States relating to reorganizations of corporations, has been or shall be
confirmed 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 of
the court or judge relative thereto, and may take any proceeding and do
any act provided in the plan or directed by such decrees and orders,
without further action by its directors or stockholders. Such power and
authority may be exercised, and such proceedings and acts may be taken,
as may be directed by such decrees or orders, by the trustee or trustees
of such corporation appointed in the reorganization proceedings, or a
majority thereof, or if none be appointed and acting, by designated
officers of the corporation, or by a master or other representative
appointed by the court or judge, with like effect as if exercised and
taken by unanimous action of the directors and stockholders of the
corporation.
(b) In the manner provided in subsection (a) of this section, but
without limiting the generality or effect of the foregoing, such
corporation may alter, amend or repeal its bylaws; constitute or
reconstitute and classify or reclassify its board of directors, and
name, constitute or appoint directors and officers in place of or in
addition to all or some of the directors or officers then in office;
amend its articles of incorporation, and make any change in its capital
or capital stock, or any other amendment, change or alteration, or
provision, authorized by this act; be dissolved, transfer all or part of
its assets, merge or consolidate as permitted by this act, except that no
stockholder shall have any statutory
right of
appraisal of such stockholder's stock; change the location of
its registered office,
change its resident agent and remove or appoint any agent to receive
service of process; authorize and fix the terms, manner and conditions
of, the issuance of bonds, debentures or other obligations, whether or
not convertible into stock of any class, or bearing warrants or other
evidences of optional rights to purchase or subscribe for stock of any
class; or lease its property and franchises to any corporation, if
permitted by law.
(c) A certificate of any amendment, change or alteration, or of
dissolution, or any agreement of merger or consolidation, made by such
corporation pursuant to the provisions of this section,
shall be filed with
the secretary of state in accordance with K.S.A. 17-6003
and amendments thereto, and,
subject to subsection (d) of K.S.A. 17-6003, and amendments thereto
shall thereupon become effective
in accordance with its terms
and the provisions of the instrument as provided in this
subsection. Such certificate, agreement of merger or
other instrument shall be made and executed, as may be
directed by such decrees or orders, by the trustee or trustees appointed
in the reorganization proceedings, or a majority thereof, or, if none be
appointed and acting, by the officers of the corporation, or by a master
or other representative appointed by the court, and shall certify that
provision for the making of such certificate, agreement or instrument is
contained in a decree or order of a court having jurisdiction of a
proceeding under such applicable statute of the United States for the
reorganization of such corporation.
(d) The provisions of this section shall cease to apply to such
corporation upon the entry of a final decree in the reorganization
proceedings closing the case and discharging the trustee or trustees, if
any.
(e) On filing any certificate, agreement, report or other paper made
or executed pursuant to the provisions of this section, there shall be
paid to the secretary of state for the use of the state the same fees as
are payable by corporations not in reorganization upon the filing of
like certificates, agreements, reports or other papers.
History: L. 1972, ch. 52, § 116;
L. 1999, ch. 39, § 16;
L. 2000, ch. 39, § 39; July 1.