US Laws, Codes, Statutes & Cases

 
  § 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.
    (e)  Notwithstanding  any  law  to  the  contrary,  a  certificate  of
  amendment  of  a  corporation  whose  statement of purposes specifically
  includes the establishment or operation of a child day care  center,  as
  that  term  is  defined  in  section  three hundred ninety of the social
  services law, shall provide a certified copy of such certificate to  the
  office  of  children  and  family  services within thirty days after the
  filing of such certificate with the department of state.