Not-for-Profit Corporation Law
Article 8, Amendments and Changes
Section 801. Right to amend certificate of incorporation.
802. Authorization of amendment or change, class vote.
803. Certificate of amendment; contents.
803-A. Certificate of change; contents.
804. Approvals and effect.
805. Restated certificate of incorporation.
S 801. Right to amend certificate of incorporation.
(a) A corporation may amend its certificate of incorporation, from
time to time, in any and as many respects as may be desired, if such
amendment contains only such provisions as might be lawfully contained
in an original certificate of incorporation filed at the time of making
such amendment.
(b) In particular, and without limitation upon such general power of
amendment, a corporation may amend its certificate of incorporation,
from time to time, so as:
(1) To change its corporate name.
(2) To enlarge, limit or otherwise change its corporate purposes.
(3) To strike out, change or add any provision not inconsistent with
this chapter or any other statute relating to the affairs of the
corporation, its rights or powers or the rights or powers of its
members, directors or officers, including any provision required or
permitted to be set forth in the by-laws.
(4) To extend its duration, or revive its existence if it has ceased
to exist because of the expiration of its period of duration. A
corporation may not however reduce its corporate duration.
(5) To specify, change or revoke the voting rights of its directors or
members or of any class of members.
(6) To specify or change the location of the office of the
corporation.
(7) To specify or change the post office address to which the
secretary of state shall mail a copy of any process against the
corporation served upon him.
(8) To make, revoke or change the designation of a registered agent,
or to specify or change the address of its registered agent.
(9) To authorize the issuance of capital certificates and to fix the
face value and terms of such certificates and the rights and privileges
of their holders and the manner in which the terms, rights and
privileges may be amended and to confer upon the holders of such
certificates the right to vote in the election of directors and upon any
other matters as may be set forth.
(c) A corporation created by special act may accomplish any or all
amendments permitted in this article, in the manner and subject to the
conditions provided in this article.
S 802. Authorization of amendment or change, class vote.
(a) Amendment or change of the certificate of incorporation shall be
authorized:
(1) If there are members entitled to vote thereon, by majority vote of
such members at a meeting as provided in paragraph (c) of section 613
(Vote of members).
(2) If there are no members entitled to vote thereon, by vote of a
majority of the entire board.
(b) Notwithstanding any provision in the certificate of incorporation
or by-laws, members of a class shall be entitled to vote and to vote as
a class upon the authorization of an amendment and, in addition to the
authorization of the amendment required by paragraph (a) (1), the
amendment shall be authorized by majority vote of the members of the
class, when the proposed amendment would exclude or limit their right to
vote on any matter except as such right may be limited by voting rights
given to members of an existing class or of a new class.
(c) Any one or more of the following changes may be authorized by or
pursuant to authorization of the board:
(1) To specify or change the location of the office of the
corporation.
(2) To specify or change the post office address to which the
secretary of state shall mail a copy of any process against the
corporation served upon him.
(3) To make, revoke or change the designation of a registered agent,
or to specify or change the address of its registered agent.
(d) This section shall not alter the vote required under any other
section for the authorization of an amendment referred to therein, nor
alter the authority of the board to authorize amendments under any other
section.
S 803. Certificate of amendment; contents.
(a) To accomplish any amendment, a certificate of amendment entitled
"Certificate of amendment of the certificate of incorporation of
............................ (name of corporation) under section 803 of
the Not-for-Profit Corporation Law" shall be signed and delivered to the
department of state. It shall set forth:
(1) The name of the corporation and, if it has been changed, the name
under which it was formed.
(2) The date its certificate of incorporation was filed by the
department of state and the law under which it was formed.
(3) That the corporation is a corporation as defined in subparagraph
(a) (5) of section 102 (Definitions); the type of corporation it is
under section 201 (Purposes); and if the corporate purposes are
enlarged, limited or otherwise changed, the type of corporation it shall
thereafter be under section 201.
(4) Each amendment effected thereby, setting forth the subject matter
of each provision of the certificate of incorporation which is to be
amended or eliminated and the full text of the provision or provisions,
if any, which are to be substituted or added.
(5) The manner in which the amendment of the certificate of
incorporation was authorized.
(6) A designation of the secretary of state as agent of the
corporation upon whom process against it may be served and the post
office address within or without this state to which the secretary of
state shall mail a copy of any process against it served upon him.
(b) Any number of amendments or changes may be included in one
certificate under this section. Such certificate may also include any
amendments or changes permitted by other sections and in that case the
certificate shall set forth any additional statement required by any
other section specifying the contents of a certificate to effect such
amendment or change.
S 803-A. Certificate of change; contents.
(a) Any one or more of the changes authorized by paragraph (c) of
section 802 (Authorization of amendment or change, class vote) may be
accomplished by filing a certificate of change which shall be entitled
"Certificate of Change of .................. (name of corporation) under
section 803-A of the Not-for-Profit Corporation Law" and shall be signed
and delivered to the department of state. It shall set forth:
(1) The name of the corporation and if it has been changed, the name
under which it was formed.
(2) The date its certificate of incorporation was filed by the
department of state.
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Article 8 Continued . . .
(3) Each change effected thereby.
(4) The manner in which the change was authorized.
(b) A certificate of change which changes only the post office address
to which the secretary of state shall mail a copy of any process against
the corporation served upon him or the address of the registered agent,
provided such address being changed is the address of a person,
partnership or other corporation whose address, as agent, is the address
to be changed or who has been designated as registered agent for such
corporation, may be signed and delivered to the department of state by
such agent. The certificate of change shall set forth the statements
required under subparagraphs (1), (2) and (3) of paragraph (a) of this
section; that a notice of the proposed change was mailed to the
corporation by the party signing the certificate not less than thirty
days prior to the date of delivery to the department and that such
corporation has not objected thereto; and that the party signing the
certificate is the agent of such corporation to whose address the
secretary of state is required to mail copies of any process against the
corporation served upon him or the registered agent, if such be the
case. A certificate signed and delivered under this paragraph shall not
be deemed to effect a change of location of the office of the
corporation in whose behalf such certificate is filed.
S 804. Approvals and effect.
(a) (i) A certificate of amendment shall not be filed if the amendment
adds, changes or eliminates a purpose, power or provision the inclusion
of which in a certificate of incorporation requires consent or approval
of a governmental body or officer or any other person or body, or if the
amendment changes the name of a corporation whose certificate of
incorporation had such consent or approval endorsed thereon or annexed
thereto, unless such consent or approval is endorsed on or annexed to
the certificate of amendment.
(ii) Every certificate of amendment of a corporation classified as
type B or type C under section 201 (Purposes) which seeks to change or
eliminate a purpose or power enumerated in the corporation`s certificate
of incorporation, or to add a power or purpose not enumerated therein,
shall have endorsed thereon or annexed thereto the approval of a justice
of the supreme court of the judicial district in which the office of the
corporation is located. Ten days` written notice of the application for
such approval shall be given to the attorney-general.
(b) The department of state shall not file a certificate of amendment
reviving the existence of a corporation unless the consent or approval
of a governmental body or officer or any other person or body required
to be endorsed on or annexed to the certificate of incorporation of a
corporation formed for similar purposes, is attached thereto, or, if
notice to the attorney-general was required prior to the filing of its
certificate of incorporation, the certificate of amendment should
indicate that such notice has been given as required by law.
(c) The department of state shall not file a certificate of amendment
reviving the existence of a corporation if the name of the corporation
being revived is not available under section 301 (Corporate name;
general) for use by a corporation then being formed under this chapter,
unless the certificate of amendment shall change the name to one which
is available for such use.
(d) No amendment or change shall affect any existing cause of action
in favor of or against the corporation, or any pending suit to which it
shall be a party, or the existing rights of persons other than members;
and in the event the corporate name shall be changed, no suit brought by
or against the corporation under its former name shall abate for that
reason.
S 805. Restated certificate of incorporation.
(a) A corporation, when authorized by the board, may restate in a
single certificate the text of its certificate of incorporation without
making any amendment or change thereby, except that it may include any
one or more of the amendments or changes which may be authorized by the
board without a vote of members under this chapter. Alternatively, a
corporation may restate in a single certificate the text of its
certificate of incorporation as amended thereby to effect any one or
more of the amendments or changes authorized by this chapter, when
authorized as required by section 802 (Authorization of amendment or
change, class vote).
(b) A restated certificate of incorporation, entitled "Restated
certificate of incorporation of .................... (name of
corporation) under section 805 of the Not-for-Profit Corporation Law",
shall be signed and delivered to the department of state. It shall set
forth:
(1) The name of the corporation and, if it has been changed, the name
under which it was formed.
(2) The date its certificate of incorporation was filed by the
department of state.
(3) If the restated certificate restates the text of the certificate
of incorporation without making any amendment or change, then a
statement that the text of the certificate of incorporation is thereby
restated without amendment or change to read as therein set forth in
full.
(4) If the restated certificate restates the text of the certificate
of incorporation as amended or changed thereby, then a statement that
the certificate of incorporation is amended or changed to effect one or
more of the amendments or changes authorized by this chapter, specifying
each such amendment or change and that the text of the certificate of
incorporation is thereby restated as amended or changed to read as
therein set forth in full.
(5) The manner in which the restatement of the certificate of
incorporation was authorized.
(c) A restated certificate need not include statements as to the
incorporator or incorporators, or the first directors.
(d) Any amendment or change under this section shall be subject to any
other section, not inconsistent with this section, which would be
applicable if a separate certificate were filed to effect such amendment
or change.
(e) Notwithstanding that the corporation would be required by any
statute to secure from any supreme court justice, governmental body or
officer, or other person or body, any consent or approval to the filing
of its certificate of incorporation or a certificate of amendment, such
consent or approval shall not be required with respect to the restated
certificate if such certificate makes no amendment and if any previously
required consent or approval had been secured.
(f) Upon filing by the department, the original certificate of
incorporation shall be superseded and the restated certificate of
incorporation, including any amendments and changes made thereby, shall
be the certificate of incorporation of the corporation.