KRS 271B.10-080: Amendment pursuant to reorganization.

(1) A corporation's articles of incorporation 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 articles of

incorporation after amendment contain only provisions required or permitted by

KRS 271B.2-020.

(2) The individual or individuals designated by the court shall deliver to the Secretary

of State for filing articles of amendment setting forth:

(a) The name of the 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 t hat the court had jurisdiction of the proceeding under federal

statute.

(3) Shareholders of a corporation undergoing reorganization shall not have dissenters'

rights except as and to the extent provided in the reorganization plan.

(4) This section shall no t 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.