Utah Code 16-6a-1007. Amendment of articles of incorporation pursuant to reorganization

(1)

Articles of incorporation may be amended, without action by the board of directors or members, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of this state or of the United States if the articles of incorporation after amendment contain only provisions required or permitted by Section 16-6a-202.

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Terms Used In Utah Code 16-6a-1007

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: include :

(a)	amended articles of incorporation;

(b)	restated articles of incorporation;

(c)	articles of merger; and

(d)

a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102

board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102

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.

Deliver: includes delivery by mail or another means of transmission authorized by Section 16-6a-103, except that delivery to the division means actual receipt by the division. See Utah Code 16-6a-102

Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102

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.

Proceeding: includes :

(a)	a civil suit;

(b)	arbitration;

(c)	mediation;

(d)	a criminal action;

(e)	an administrative action; or

(f)

an investigatory action. See Utah Code 16-6a-102

State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5

Statute: A law passed by a legislature.

United States: includes a district, authority, office, bureau, commission, department, and another agency of the United States of America. See Utah Code 16-6a-102

(2)

For an amendment to the articles of incorporation to be made pursuant to Subsection (1), one or more individuals designated by the court shall deliver to the division for filing articles of amendment setting forth:

(a)	the name of the nonprofit corporation;

(b)	the text of each amendment approved by the court;

(c)	the date of the court’s order or decree approving the articles of amendment;

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

(e)	a statement that the court had jurisdiction of the proceeding under a specified statute of this state or of the United States.

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

Enacted by Chapter 300, 2000 General Session

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