North Carolina § 55-14A-01 - Fundamental changes in reorganization proceedings.

§ 55-14A-01. Fundamental changes in reorganization proceedings.

Whenever a plan of reorganization of a corporation is confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of such corporation pursuant to the provisions of any applicable statute of the United States relating to reorganization of corporations, the corporation may put into effect and carry out such plan and the decrees and orders of the court relative thereto and may take any action provided in such plan or directed by such decrees and orders without further action by its directors or shareholders. Such action 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 by designated officers of the corporation, or by a master or other representative appointed by the court, with like effect as if taken by unanimous action of the directors and shareholders of the corporation. In particular and without limiting the generality or effect of the foregoing, such corporation may: Amend its articles of incorporation or bylaws, or both, so long as the articles of incorporation and bylaws as amended contain only such provisions as might be lawfully contained therein at the time of making such amendment; 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 any of the directors or officers then in office; Make any change in its capital accounts or in any or all of its outstanding shares or other securities, or cancel any or all of such outstanding shares or other securities; Dissolve and liquidate; Effect a merger or share exchange; Transfer all or part of its assets; Change its registered office or registered agent, or both; 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. Any articles of amendment, statement of change of registered office or registered agent, articles of restatement, articles of merger or share exchange, articles of conversion, articles of dissolution, or any other document appropriate to complete any action permitted by this section shall be executed and filed in accordance with the provisions of this Chapter on behalf of the corporation by such person or persons as may be authorized to take such action pursuant to subsection (a) of this section. The document shall set forth the statements required by this Chapter to be included in the document, except any statement that the action taken by the document was adopted by the incorporators or board of directors or was approved by the shareholders, and also shall set forth: The date of the court's order or decree approving the action. The title of the reorganization proceeding in which the order or decree was entered. A statement that the court had jurisdiction of the proceeding under a federal statute of the United States. No action taken under this section shall give rise to any appraisal rights, except as provided in the plan of reorganization. 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. History (1973, c. 469, s. 38; 1989, c. 265, s. 1; 2005-268, s. 34; 2011-347, s. 12.) NORTH CAROLINA COMMENTARY This section brings forward, with minor conforming changes, former G.S. 55-113.1. Its provisions are more complete than those of the corresponding section of the Model Act, section 10.08. Subsection 10.08(d) of the Model Act, however, was substituted for subsection (d) of the former statute. Effect of Amendments. - Session Laws 2005-268, s. 34, effective October 1, 2005, rewrote subsection (b). Session Laws 2011-347, s. 12, effective October 1, 2011, substituted "appraisal rights" for "dissenters' rights" in subsection (c). Legal Periodicals. - For article, "The Creation of North Carolina's Limited Liability Corporation Act," see 32 Wake Forest L. Rev. 179 (1997).