Amendment of charter pursuant to reorganization

Tenn. Code Ann. § 48-20-108, under Amendment of Charter.

Tenn. Code Ann. § 48-20-108

(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.

(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.