§ 7-137-101 — Application to existing corporations

(1) (a) Repealed.

(b) A corporate entity that was either incorporated under or elected to
accept articles 20 to 29 of this title and that was suspended or, as a consequence
of such suspension, dissolved by operation of law before July 1, 1998, and was
eligible for reinstatement or restoration, renewal, and revival on June 30, 1998, shall
be deemed to be in existence on that date for purposes of this subsection (1) and
shall be deemed administratively dissolved on the date of such suspension for
purposes of section 7-134-105.

(c) A corporate entity that was either incorporated under or elected to
accept articles 20 to 29 of this title and that was suspended or, as a consequence
of such suspension, dissolved by operation of law before July 1, 1998, and was not
eligible for reinstatement or restoration, renewal, and revival on June 30, 1998, shall
be treated as a domestic entity as to which a constituent filed document has been
filed by, or placed in the records of, the secretary of state and that has been
dissolved for purposes of section 7-90-1001.

(2) Subject to this section, articles 121 to 137 of this title apply to all existing
corporate entities subject to articles 20 to 29 of this title.

(3) Unless the articles of incorporation or bylaws of an existing corporate
entity recognize the right of a member to transfer such member's membership
interests in such corporate entity, such interests shall be presumed to be
nontransferable. However, if the transferability of such interests is not prohibited
by such articles of incorporation or bylaws, such transferability may be established
by a preponderance of the evidence taking into account any representation made
by the corporate entity, the practice of such corporate entity, other transactions
involving such interests, and other facts bearing on the existence of the rights to
transfer such interests.

(4) Until the articles of incorporation of an existing corporate entity are
amended or restated on or after July 1, 1998, they need not be amended or restated
to comply with articles 121 to 137 of this title.

(5) Unless changed by an amendment to its articles of incorporation,
members or classes of members of an existing corporate entity shall be deemed to
be voting members for purposes of articles 121 to 137 of this title if such members
or classes of members, on June 30, 1998, had the right by reason of a provision of
the corporate entity's articles of incorporation or bylaws, or by a custom, practice,
or tradition, to vote for the election of a director or directors.

(6) The bylaws of an existing corporate entity may be amended as provided
in its articles of incorporation or bylaws. Unless otherwise so provided, the power to
amend such bylaws shall be vested in the board of directors.

Legislative History

Source: L. 97: Entire article added, p. 749, � 3, effective July 1, 1998. L. 98: (6) added, p. 626, � 38, effective July 1. L. 2005: (1)(b) amended, p. 1219, � 31, effective October 1. L. 2006: (1)(b) amended and (1)(c) added, p. 883, � 85, effective July 1. L. 2025: (1)(a) repealed, (SB 25-275), ch. 377, p. 2109, � 336, effective August 6.