§ 7-137-204 — Effect of certificate of acceptance

(1) Upon the filing by the
secretary of state of the statement of election to accept articles 121 to 137 of this
title, the election of the corporate entity to accept said articles shall become
effective.

(2) A corporate entity so electing under articles 121 to 137 of this title or
corresponding provision of prior law shall have the same powers and privileges and
be subject to the same duties, restrictions, penalties, and liabilities as though such
corporate entity had been originally formed under said articles and shall also be
subject to any duties or obligations expressly imposed upon the corporate entity by
a special charter, subject to the following:

(a) If no period of duration is expressly fixed in the articles of incorporation
of such corporate entity, its period of duration shall be deemed to be perpetual.

(b) No amendment to the articles of incorporation adopted after such
election to accept articles 121 to 137 of this title shall release or terminate any duty
or obligation expressly imposed upon any such corporate entity under and by virtue
of a special charter or enlarge any right, power, or privilege granted to any such
corporate entity under a special charter, except to the extent that such right,
power, or privilege might have been included in the articles of incorporation of a
corporate entity formed under said articles.

(c) In the case of any corporate entity with issued shares of stock, the
holders of such issued shares who surrender them to the corporate entity to be
canceled upon the acceptance of said articles by the corporate entity becoming
effective shall become members of the corporate entity with one vote for each
share of stock so surrendered until such time as the corporate entity by proper
corporate action relative to the election, qualification, terms, and voting power of
members shall otherwise prescribe.

Legislative History

Source: L. 97: Entire article added, p. 754, � 3, effective July 1, 1998. L. 2003: IP(2) and (2)(b) amended, p. 2355, � 342, effective July 1, 2004.