N.Y.
Banking Law Section 8007
Restated organization certificate
1.
A corporation, when authorized by the board, may restate in a single certificate the text of its organization certificate, as amended theretofore, without making any further 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 stockholders under this chapter. Alternatively, a corporation may restate in a single certificate the text of its organization certificate, as amended theretofore, and as further amended thereby to effect any one or more of the amendments or changes authorized by this chapter, when authorized by the required vote of the holders of shares entitled to vote thereon.2.
A restated organization certificate entitled "Restated organization certificate of ............. (name of corporation) under Banking Law § 8007 (Restated organization certificate)section 8007 of the Banking Law" shall be signed, verified and filed as provided in section one thousand three. It shall set forth:(a)
The name of the corporation and, if it has been changed, the name under which it was formed.(b)
The date its organization certificate was filed by the superintendent.(c)
If the restated certificate restates the text of the organization certificate, as amended theretofore, without making any further amendment or change, then a statement that the text of the organization certificate, as amended theretofore, is thereby restated without further amendment or change to read as therein set forth in full.(d)
If the restated certificate restates the text of the organization certificate, as amended theretofore, and as further amended or changed thereby, then a statement that the organization certificate 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 organization certificate, as amended theretofore, is thereby restated as further amended or changed to read as therein set forth in full.(e)
If any such amendment, effected by the restated certificate, provides for a change or elimination of issued shares, and if the manner in which the same shall be effected is not set forth in such amendment, then a statement of the manner in which the same shall be effected.(f)
If the restated certificate contains an amendment which effects a reduction of capital stock, then a statement of the manner in which the same is effected and the amounts from which and to which capital stock is reduced.(g)
The manner in which the restatement of the organization certificate was authorized.3.
A restated certificate need not include statements as to the incorporators, the original subscribers for shares or the first directors.4.
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.5.
Upon filing by the superintendent, the original organization certificate, as amended theretofore, shall be superseded and the restated organization certificate, including any further amendments and changes made thereby, shall be the organization certificate of the corporation.
Source:
Section 8007 — Restated organization certificate, https://www.nysenate.gov/legislation/laws/BNK/8007 (updated Sep. 22, 2014; accessed Apr. 27, 2024).
