N.D. Cent. Code § 10-19.1-25

10-19.1-25. Amendment of articles in court-supervised reorganization

1. 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 reorganization of corporations, the articles may be amended, in the manner

provided in this section, in as many respects as may be necessary to carry out the

plan and to put it into effect, so long as the articles as amended contain only provisions

which might be lawfully contained in original articles at the time of making the

amendment. In particular, and without limitation upon any general power of

amendment, the articles may be amended to:

a. Change the corporate name, period of duration, or corporate purposes of the

corporation.

b. Repeal, alter, or amend the bylaws of the corporation.

c. Change the aggregate number of shares, or shares of any class, which the

corporation has the authority to issue.

d. Change the preferences, limitations, relative rights in respect of all or any part of

the shares of the corporation, and classify, reclassify, or cancel all or any part

thereof, whether issued or unissued.

e. Authorize the issuance of bonds, debentures, or other obligations of the

corporation, whether convertible into shares of any class or bearing warrants or

other evidences of optional rights to purchase or subscribe for shares of any

class, and fix the terms and conditions thereof.

f. Constitute or reconstitute and classify or reclassify a board and appoint directors

and officers in place of or in addition to all or any of the directors or officers then

in office.

2. Amendments to the articles pursuant to subsection 1 must be made in the following

manner:

a. Articles of amendment approved by decree or order of the court must be

executed and verified by the person or persons designated or appointed by the

court for that purpose and must set forth the name of the corporation, the

amendments of the articles approved by the court, the date of the decree or order

approving the articles of amendment, and the title of the proceedings in which the

decree or order was entered by a court having jurisdiction of the proceedings for

the reorganization of the corporation under the provisions of an applicable statute

of the United States.

b. An original of the articles of amendment must be filed with the secretary of state.

If the secretary of state finds that the articles of amendment conform to law and

that all fees have been paid as provided in section 10-19.1-147, the original must

be recorded in the office of the secretary of state.

3. The articles of amendment become effective upon their acceptance by the secretary of

state or at another time within thirty days after acceptance if the articles of amendment

so provide.

4. The articles are amended accordingly with the same effect as if the amendment had

been adopted by unanimous action of the directors and shareholders.