N.Y.
Not-for-Profit Corporation Law Section 801
Right to amend certificate of incorporation
(a)
A corporation may amend its certificate of incorporation, 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 certificate of incorporation filed at the time of making such amendment.(b)
In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as:(1)
To change its corporate name.(2)
To enlarge, limit or otherwise change its corporate purposes.(3)
To strike out, change or add any provision not inconsistent with this chapter or any other statute relating to the affairs of the corporation, its rights or powers or the rights or powers of its members, directors or officers, including any provision required or permitted to be set forth in the by-laws.(4)
To extend its duration, or revive its existence if it has ceased to exist because of the expiration of its period of duration. A corporation may not however reduce its corporate duration.(5)
To specify, change or revoke the voting rights of its directors or members or of any class of members.(6)
To specify or change the location of the office of the corporation.(7)
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.(8)
To make, revoke or change the designation of a registered agent, or to specify or change the address of its registered agent.(9)
To authorize the issuance of capital certificates and to fix the face value and terms of such certificates and the rights and privileges of their holders and the manner in which the terms, rights and privileges may be amended and to confer upon the holders of such certificates the right to vote in the election of directors and upon any other matters as may be set forth.(10)
To specify, change or delete the email address to which the secretary of state shall email a notice that process against the corporation has been electronically served upon him or her.(c)
A corporation created by special act may accomplish any or all amendments permitted in this article, in the manner and subject to the conditions provided in this article.
Source:
Section 801 — Right to amend certificate of incorporation, https://www.nysenate.gov/legislation/laws/NPC/801 (updated Jan. 6, 2023; accessed Apr. 20, 2024).
