2006 New York Code - Authorization Of Amendment Or Change.

 
  § 803. Authorization of amendment or change.
    (a)  Amendment  or  change  of the certificate of incorporation may be
  authorized by vote of the board, followed by vote of a majority  of  all
  outstanding   shares   entitled   to   vote  thereon  at  a  meeting  of
  shareholders; provided,  however,  that,  whenever  the  certificate  of
  incorporation  requires action by the board of directors, by the holders
  of any class or series of  shares,  or  by  the  holders  of  any  other
  securities  having  voting  power  by  the  vote  of a greater number or
  proportion than  is  required  by  any  section  of  this  article,  the
  provision  of  the  certificate  of incorporation requiring such greater
  vote shall not be altered, amended, or repealed except by  such  greater
  vote;  and  provided  further  that  an  amendment to the certificate of
  incorporation for the purpose of reducing  the  requisite  vote  by  the
  holders  of any class or series of shares or by the holders of any other
  securities having voting power that is otherwise  provided  for  in  any
  section  of  this  chapter  that  would  otherwise  require  more than a
  majority of the votes of all outstanding shares entitled to vote thereon
  shall not be adopted except by the vote of  such  holders  of  class  or
  series  of  shares  or  by  such holders of such other securities having
  voting power that is at least equal to that which would be  required  to
  take the action provided in such other section of this chapter.
    (b) Alternatively,  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 corporation's office.
    (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.
    (c) 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.
    (d) Amendment  or  change  of  the  certificate  of incorporation of a
  corporation which has no shareholders  of  record,  no  subscribers  for
  shares  whose  subscriptions  have been accepted and no directors may be
  authorized by the sole incorporator or a majority of the incorporators.