Reorganization under federal law: Powers of corporation

1. If a corporation is under reorganization in a federal court pursuant to Title 11 of U.S.C., it may take any action necessary to carry out any proceeding and do any act directed by the court relating to reorganization, without further action by its directors or stockholders. This authority may be exercised by: (a) The trustee in bankruptcy appointed by the court; (b) Officers of the corporation designated by the court; or (c) Any other representative appointed by the court, Ê with the same effect as if exercised by the directors and stockholders of the corporation. 2. By filing a confirmed plan or order of reorganization, certified by the bankruptcy court, with the Secretary of State, the corporation may: (a) Alter, amend or repeal its bylaws; (b) Constitute or reconstitute and classify or reclassify its board of directors; (c) Name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; (d) Amend its articles of incorporation; (e) Make any change in its authorized and issued stock; (f) Make any other amendment, change, alteration or provision authorized by this chapter; and (g) Be dissolved, transfer all or part of its assets, or merge or consolidate, or make any other change authorized by this chapter. 3. In any action taken pursuant to subsections 1 and 2, a stockholder has no right to demand payment for his or her stock. 4. Any amendment of the articles of incorporation made pursuant to subsection 2 must be signed under penalty of perjury by the person authorized by the court and filed with the Secretary of State. If the amendment is filed in accordance with the order of reorganization, it becomes effective when it is filed unless otherwise ordered by the court. 5. Any filing with the Secretary of State pursuant to this section must be accompanied by the appropriate fee, if any.