N.Y.
Education Law Section 219
Change of name or charter
1.
The regents may, at any time, for sufficient cause, by an instrument under their seal and recorded in their office, change the name, or alter, suspend or revoke the charter or certificate of incorporation of any domestic corporation which they might incorporate under section two hundred sixteen, or any certificate of authority of a foreign corporation which they have issued or to which the commissioner has consented, (a) if subject to their visitation, or, (b) if authorized, chartered or incorporated by the regents or under a general law; provided that, unless on three-fourths request of the trustees of the corporation, no name shall be changed and no charter or certificate shall be altered, suspended or revoked, nor shall any rights or privileges thereunder be suspended or repealed by the regents, until they have mailed to the usual address of every director or trustee of the corporation concerned at least thirty days’ notice of a hearing when any objections to the proposed change will be considered, and until ordered by a vote at a meeting of the regents at which the notices have specified that action is to be taken on the proposed change. A certified copy of such order of the regents, under their seal, to change the name, or alter, suspend or revoke a certificate of incorporation of any domestic corporation filed by the department of state under a general law, or certificate of authority of any foreign corporation filed by the department of state under a general law, shall be delivered by the regents to such department. The order shall become effective upon the filing of such certified copy by the department of state.2.
Any notice to a trustee whose address is not readily ascertainable may be mailed to him in care of the institution. Where it appears that any institution incorporated by the regents has ceased to function, and the regents after diligent effort are unable to ascertain the names of the surviving trustees, if any, and their addresses or any address for the institution formerly maintained by the corporation, and are therefore unable to send the thirty-day notice to the trustees in the manner prescribed in this section, they may give such thirty days’ notice by causing the same to be published once a week for three successive weeks prior to the date of such hearing in a daily or weekly newspaper published or printed in the place where the said corporation or its principal office is or was located; or if there be no such paper, then in a daily or weekly paper published or printed within the county, if there be one, or, if not, in an adjoining county to that in which such corporation or its principal office is or was located.3.
Whenever the trustees of any such corporation shall determine, upon three-fourths vote to dissolve the corporation, they may petition the regents to issue an order of dissolution. If it appears to the satisfaction of the regents that there is no sufficient reason for the continuance of the corporation that all taxes chargeable to the corporation have been paid, and, if the corporation has stock provisions, that the outstanding stock has been surrendered for cancellation, the regents shall thereupon have power to dissolve the corporation.4.
Whenever the charter or incorporation of an institution is revoked or an order of dissolution made pursuant to the provisions of this section, it shall be the duty of the trustees and/or the custodians of the permanent academic records of such institution to file the same with the state education department, or with such other agency as may be approved by said department where they shall be kept available for future reference. In the event, however, that an application is made to the supreme court for an order directing the disposition of assets of such educational corporation pursuant to the provisions of § 220 (Distribution of assets)section two hundred twenty of this chapter and such order is thereupon made, the disposition of such permanent academic records may be directed therein. A copy of the order shall be filed with the education department by the applicant and such order shall so provide.5.
An education corporation may file an assumed name certificate pursuant to General Business Law § 130 (Filing of certificates by persons conducting business under assumed name or as partners)section one hundred thirty of the general business law, provided that the consent of the regents is endorsed or annexed thereto. Any education corporation that has filed an assumed name certificate with the secretary of state prior to the effective date of this subdivision shall file a copy of such certificate with the department no later than ninety days after the effective date of this subdivision.
Source:
Section 219 — Change of name or charter, https://www.nysenate.gov/legislation/laws/EDN/219 (updated Sep. 22, 2014; accessed Oct. 26, 2024).
