N.Y. Banking Law 8001 – Right to amend organization certificate
§ 8001. Right to amend organization certificate. 1. A corporation may amend its organization certificate, 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 organization certificate filed at the time of making such amendment.
Terms Used In N.Y. Banking Law 8001
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- board: means "board of directors". See N.Y. Banking Law 1001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means and includes all banks, trust companies, safe deposit companies, investment companies, mutual trust investment companies, and, to the extent not provided otherwise under any regulation of the superintendent of financial services promulgated pursuant to the provisions of section fourteen-e of this chapter, stock-form savings banks and stock-form savings and loan associations. See N.Y. Banking Law 1001
- Office: means in the case of a bank or trust company its principal office, in the case of a safe deposit company, investment company or mutual trust investment company, its principal place of business and in the case of a foreign corporation the place of business designated in its license or its authorization pursuant to article five-C of this chapter, as the case may be, for the oldest agency or branch in this state of such foreign corporation. See N.Y. Banking Law 1001
- Organization certificate: includes (a) the original organization certificate or any other instrument filed or issued under any statute to form a corporation or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute; or (b) a special act or charter creating a corporation or foreign corporation, as amended, supplemented or restated by special acts or by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute. See N.Y. Banking Law 1001
- Statute: A law passed by a legislature.
2. In particular, and without limitation upon such general power of amendment, a corporation may amend its organization certificate, from time to time, so as:
(a) To change its corporate name.
(b) In the case of a bank or trust company, to change its corporate powers in accordance with section ninety-four.
(c) To extend the duration of the corporation or, if the corporation ceased to exist because of the expiration of the duration specified in its organization certificate, to revive its existence.
(d) To increase or decrease the number of its directors, or to provide that the number of its directors shall be not less than a stated minimum nor more than a stated maximum; provided that in either case the number of directors shall not be less than the minimum prescribed in this chapter, and provided further that the number of the directors may be increased notwithstanding any maximum number prescribed by any special law.
(e) To increase or decrease the aggregate number of shares, or shares of any class or series, which the corporation shall have authority to issue.
(f) To eliminate from authorized shares any class of shares, or any shares of any class, whether issued or unissued.
(g) To increase the par value of any authorized shares of any class, whether issued or unissued.
(h) To reduce the par value of any authorized shares of any class, whether issued or unissued.
(i) To change any authorized shares, whether issued or unissued, into a different number of shares of the same class or into the same or a different number of shares of any one or more classes or any series thereof.
(j) To fix, change or abolish the designation of any authorized class or any series thereof, or any of the relative rights, preferences and limitations of any shares of any authorized class or any series thereof, whether issued or unissued, including any provisions in respect of any undeclared dividends, whether or not cumulative or accrued, or the redemption of any shares, or any preemptive right to acquire shares or other securities.
(k) As to the shares of any preferred class, then or theretofore authorized, which may be issued in series, to grant authority to the board or to change or revoke the authority of the board to establish and designate series and to fix the number of shares and the relative rights, preferences and limitations as between series.
(l) To strike out, change or add any provision, not inconsistent with this chapter or any other statute, relating to the business of the corporation, its affairs, its rights or powers, or the rights or powers of its stockholders, directors or officers, including any provision which under this chapter is required or permitted to be set forth in the by-laws.
3. A corporation created by special act may accomplish any or all amendments permitted in this title, in the manner and subject to the conditions provided in this subarticle.
4. A corporation may not change the location of its office under this section.