§ 10-33-20 — Amendment of articles in court-supervised reorganization

North Dakota § 10-33-20

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-33: Nonprofit Corporations

Text

1. Whenever a plan of reorganization of a corporation has been confirmed by decree or
order of a court of competent jurisdiction in proceedings for the reorganization of the
corporation, pursuant to the provisions of any applicable statute of the United States
relating to reorganization of corporations, the articles may be amended, in the manner
provided in this section, in as many respects as may be necessary to carry out the
plan, so long as the articles as amended contain only provisions which might be
lawfully contained in original articles at the time of making the amendment. In
particular, and without limitation upon any general power of amendment, the articles
may be amended to:
a. Change the corporate name, period of duration, or corporate purposes of the
corporation.
b. Repeal, alter, or amend the bylaws of the corporation.
c. Change the aggregate number of shares, or shares of any class, which the
corporation has the authority to issue.
d. Change the preferences, limitations, relative rights in respect of all or any part of
the shares of the corporation, and classify, reclassify, or cancel all or any part
thereof, whether issued or unissued.
e. Authorize the issuance of bonds, debentures, or other obligations of the
corporation, whether 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.
f. Constitute or reconstitute and classify or reclassify the board and appoint
directors and officers in place of or in addition to all or any of the directors or
officers then in office.
2. Amendments to the articles pursuant to subsection 1 must be made in the following
manner:
a. Articles of amendment approved by decree or order of the court must be
executed and verified by the person or persons designated or appointed by the

court for that purpose and must set forth the name of the corporation, the
amendments of the articles approved by the court, the date of the decree or order
approving the articles of amendment, and the title of the proceedings in which the
decree or order was entered by a court having jurisdiction of the proceedings for
the reorganization of the corporation under the provisions of an applicable statute
of the United States.
b. An original of the articles of amendment must be filed with the secretary of state.
If the secretary of state finds that the articles of amendment conform to the filing
requirements of this chapter and that all fees have been paid as provided in
section 10-33-140, the original must be recorded in the office of the secretary of
state.
3. The articles of amendment become effective upon their acceptance by the secretary of
state or at another time within thirty days after acceptance if the articles of amendment
so provide.
4. The articles are amended accordingly with the same effect as if the amendment had
been adopted by unanimous action of the directors and members.