(a)  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 reorganizations of corporations, the articles of incorporation of the corporation may be amended, in the manner provided in this section, in as many respects as are necessary to carry out the plan and put into effect, as long as the articles of incorporation, as amended, contain only provisions that might be lawfully contained in original articles of incorporation at the time of making the amendment.

Terms Used In Rhode Island General Laws 7-1.2-907

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: means the original or restated articles of incorporation and all of their amendments including agreements of merger. See Rhode Island General Laws 7-1.2-106
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Executed: means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-1.2-106
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Person: means an individual or an entity. See Rhode Island General Laws 7-1.2-106
  • State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106
  • Statute: A law passed by a legislature.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8

(b)  Articles of amendment approved by decree or order of the court must be executed by the trustee or trustees of such corporation appointed in the reorganization proceedings (or a majority thereof), or if none are appointed and acting, by the person or persons that the court designates or appoints for the purpose, and must state the name of the corporation, the amendments of the articles of incorporation approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered, and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation pursuant to the provisions of an applicable statute of the United States.

(c)  This section does not apply to such corporation upon the entry of a final decree in the reorganization proceedings closing the case and discharging the trustee or trustees, if any.

History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.