(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 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.
Structure New York Laws