48-20-108 - Amendment of charter pursuant to reorganization. - Tennessee Statutes

48-20-108. Amendment of charter pursuant to reorganization.

(a)  A corporation's charter may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the charter after amendment contains only provisions required or permitted by § 48-12-102.

(b)  The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:

     (1)  The name of the corporation;

     (2)  The text of each amendment approved by the court;

     (3)  The date of the court's order or decree approving the articles of amendment;

     (4)  The title of the reorganization proceeding in which the order or decree was entered; and

     (5)  A statement that the court had jurisdiction of the proceeding under federal statute.

(c)  Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.

(d)  This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

[Acts 1986, ch. 887, § 10.08.]