N.Y.
Not-for-Profit Corporation Law Section 804
Approvals, notices 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 no longer required or is endorsed on or annexed to the certificate of amendment. A certificate of amendment adding, changing or eliminating a purpose, power or provision the inclusion of which in a certificate of incorporation requires the incorporator to send such certificate to 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 was required to be delivered by the incorporator to a governmental body or officer or any other person or body, shall be delivered by the person or entity filing the certificate of amendment within thirty business days after the corporation receives confirmation from the department of state that the certificate has been accepted for filing.(ii)
Every certificate of amendment of a charitable corporation 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 either (A) the attorney general, or (B) a justice of the supreme court of the judicial district in which the office of the corporation is located. At any time, including if the attorney general does not approve a certificate of amendment submitted pursuant to clause (A) of this subparagraph, or if the attorney general concludes that court review is appropriate, the corporation may apply for approval of the amendment to a justice of the supreme court of the judicial district in which the office of the corporation is located. Any application for approval of a certificate of amendment by the supreme court pursuant to this paragraph shall be on ten days’ written notice 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 Social Services Law § 390 (Child day care)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.
Source:
Section 804 — Approvals, notices and effect, https://www.nysenate.gov/legislation/laws/NPC/804 (updated Sep. 22, 2014; accessed Apr. 20, 2024).
