reglab/housing_qa huggingface dataset:
NY Bus Corp L § 803 (2021)
2021 New York Laws BSC - Business Corporation Article 8 - Amendments and Changes 803 - Authorization of Amendment or Change.

§ 803. Authorization of amendment or change.  (a)  Amendment  or  change  of the certificate of incorporation may be authorized by vote of the board, followed by vote of a majority  of  all outstanding   shares   entitled   to   vote  thereon  at  a  meeting  of shareholders; provided,  however,  that,  whenever  the  certificate  of incorporation  requires action by the board of directors, by the holders of any class or series of  shares,  or  by  the  holders  of  any  other securities  having  voting  power  by  the  vote  of a greater number or proportion than  is  required  by  any  section  of  this  article,  the provision  of  the  certificate  of incorporation requiring such greater vote shall not be altered, amended, or repealed except by  such  greater vote;  and  provided  further  that  an  amendment to the certificate of incorporation for the purpose of reducing  the  requisite  vote  by  the holders  of any class or series of shares or by the holders of any other securities having voting power that is otherwise  provided  for  in  any section  of  this  chapter  that  would  otherwise  require  more than a majority of the votes of all outstanding shares entitled to vote thereon shall not be adopted except by the vote of  such  holders  of  class  or series  of  shares  or  by  such holders of such other securities having voting power that is at least equal to that which would be  required  to take the action provided in such other section of this chapter.  (b) Alternatively,  any  one  or  more of the following changes may be authorized by or pursuant to authorization of the board:  (1) To specify or change the location of the corporation's office.  (2) 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.  (3) To make, revoke or change the designation of a  registered  agent, or to specify or change the address of its registered agent.   * (4)  To  specify,  change  or  delete the email address to which the secretary of state shall email a notice of the fact that process against the corporation has been electronically served upon him or her.   * NB Effective January 1, 2023  (c) This section shall not alter the vote  required  under  any  other section  for  the authorization of an amendment referred to therein, nor alter the authority of the board to authorize amendments under any other section.  (d) Amendment or change of  the  certificate  of  incorporation  of  a corporation  which  has  no  shareholders  of record, no subscribers for shares whose subscriptions have been accepted and no  directors  may  be authorized by the sole incorporator or a majority of the incorporators.
NY Bus Corp L § 804 (2021)
2021 New York Laws BSC - Business Corporation Article 8 - Amendments and Changes 804 - Class Voting on Amendment.

§ 804. Class voting on amendment.  (a) Notwithstanding any provision in the certificate of incorporation, the  holders  of shares of a class shall be entitled to vote and to vote as a class upon the authorization of an amendment and,  in  addition  to the  authorization  of  the  amendment by a majority of the votes of all outstanding shares entitled to vote  thereon,  the  amendment  shall  be authorized  by  a majority of the votes of all outstanding shares of the class when a proposed amendment would:  (1) Exclude or limit their right to vote on any matter, except as such right may be limited by voting rights given to  new  shares  then  being authorized of any existing or new class or series.  (2)  Change their shares under subparagraphs (b) (10), (11) or (12) of section 801 (Right to amend certificate  of  incorporation)  or  provide that  their  shares  may  be converted into shares of any other class or into shares of any other series of the same class, or alter the terms or conditions upon which their shares are convertible or change the  shares issuable upon conversion of their shares, if such action would adversely affect such holders, or  (3) Subordinate their rights, by authorizing shares having preferences which would be in any respect superior to their rights.  (b)  If  any  proposed  amendment  referred  to in paragraph (a) would adversely affect the rights of the holders of shares of only one or more series of any class, but not the entire class, then only the holders  of those  series  whose  rights  would  be  affected  shall be considered a separate class for the purposes of this section.
NY Bus Corp L § 805 (2021)
2021 New York Laws BSC - Business Corporation Article 8 - Amendments and Changes 805 - Certificate of Amendment; Contents.

§ 805. Certificate of amendment; contents.  (a) To  accomplish any amendment, a certificate of amendment, entitled "Certificate  of  amendment  of  the  certificate  of  incorporation  of ..................................(name  of  corporation)  under section 805 of the Business Corporation Law", shall be signed and  delivered  to the department of state.  It shall set forth:  (1) The  name of the corporation and, if it has been changed, the name under which it was formed.  (2) The date  its  certificate  of  incorporation  was  filed  by  the department of state.  (3) Each  amendment effected thereby, setting forth the subject matter of each provision of the certificate of incorporation  which  is  to  be amended  or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added.  (4) If an amendment provides for a change of shares, the  number,  par value  and  class  of  issued  shares changed, the number, par value and class of issued shares resulting from such change, the number, par value and class of unissued shares changed, the number, par value and class of unissued shares resulting from such change and the terms  of  each  such change. If an amendment makes two or more such changes, a like statement shall be included in respect to each change.  (5) If  any  amendment reduces stated capital, then a statement of the manner in which the same is effected and the amounts from which  and  to which stated capital is reduced.  (6) The   manner   in  which  the  amendment  of  the  certificate  of incorporation was authorized. If  the  amendment  was  authorized  under paragraph  (d)  of  section  eight hundred three of this chapter, then a statement that the corporation does not have any shareholders of  record or any subscribers for shares whose subscriptions have been accepted and no  directors.  (b)    Any  number  of  amendments  or  changes may be included in one certificate under this section.  Such certificate may also  include  any amendments  or  changes permitted by other sections and in that case the certificate shall set forth any additional  statement  required  by  any other  section  specifying  the contents of a certificate to effect such amendment or change.  (c) In the case of a change of shares, the shares resulting from  such change, shall upon the filing of the certificate of amendment, be deemed substituted  for the shares changed, in accordance with the stated terms of change.
NY Bus Corp L § 901 (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 901 - Power of Merger or Consolidation.

§ 901. Power of merger or consolidation.  (a) Two  or  more  domestic  corporations  may,  as  provided  in this chapter:  (1) Merge into  a  single  corporation  which  shall  be  one  of  the constituent corporations; or  (2) Consolidate  into  a  single  corporation  which  shall  be  a new corporation to be formed pursuant to the consolidation.  (b) Whenever used in this article:  (1) "Merger"  means  a  procedure  of  the  character   described   in subparagraph (a) (1).  (2) "Consolidation"  means  a  procedure of the character described in subparagraph (a) (2).  (3) "Constituent corporation" means an existing  corporation  that  is participating  in  the  merger  or  consolidation with one or more other corporations.  (4) "Surviving corporation" means  the  constituent  corporation  into which one or more other constituent corporations are merged.  (5) "Consolidated  corporation"  means  the new corporation into which two or more constituent corporations are consolidated.  (6) "Constituent entity" means a domestic or  foreign  corporation  or other   business   entity,  that  is  participating  in  the  merger  or consolidation with one or more domestic or foreign corporations.  (7) "Other business entity" means any  person  other  than  a  natural person,  general partnership (including any registered limited liability partnership or registered foreign limited liability  partnership)  or  a domestic or foreign business corporation.  (8)  "Person" means any association, corporation, joint stock company, estate, general partnership (including any registered limited  liability partnership   or   foreign   limited   liability  partnership),  limited association, limited liability company (including a professional service limited liability company), foreign limited liability company (including a  foreign  professional  service  limited  liability  company),   joint venture,  limited  partnership,  natural  person, real estate investment trust, business trust or other trust, custodian, nominee  or  any  other individual or entity in its own or any representative capacity.  (c)  One  or more domestic corporations and one or more other business entities, or one or more foreign corporations  and  one  or  more  other business  entities  may  as provided by any other applicable statute and this chapter:  (1) Merge into a single  domestic  or  foreign  corporation  or  other business entity, which shall be one of the constituent entities; or  (2) Consolidate into a single domestic or foreign corporation or other business entity, which shall be a new domestic or foreign corporation or other business entity to be formed pursuant to the consolidation.
NY Bus Corp L § 902 (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 902 - Plan of Merger or Consolidation.

§ 902. Plan of merger or consolidation.  (a) The board of each corporation proposing to participate in a merger or  consolidation  under  section 901 (Power of merger or consolidation) shall adopt a plan of merger or consolidation, setting forth:  (1) The name of each constituent entity and, if the  name  of  any  of them  has been changed, the name under which it was formed; and the name of the surviving corporation, or the name, or the method of  determining it, of the consolidated corporation.  (2) As  to each constituent corporation, the designation and number of outstanding shares of each class and series, specifying the classes  and series entitled to vote and further specifying each class and series, if any,  entitled to vote as a class; and, if the number of any such shares is subject to change prior to  the  effective  date  of  the  merger  or consolidation, the manner in which such change may occur.  (3) The  terms and conditions of the proposed merger or consolidation, including the  manner  and  basis  of  converting  the  shares  of  each constituent  corporation  into  shares, bonds or other securities of the surviving  or  consolidated  corporation,   or   the   cash   or   other consideration  to  be  paid  or delivered in exchange for shares of each constituent corporation, or a combination thereof.  (4) In case of merger, a statement of any amendments or changes in the certificate of incorporation of the surviving corporation to be effected by such merger; in case of consolidation, all statements required to  be included  in  a  certificate  of  incorporation for a corporation formed under this chapter, except statements as to facts not available  at  the time the plan of consolidation is adopted by the board.  (5) Such  other  provisions  with  respect  to  the proposed merger or consolidation as the board considers necessary or desirable.
NY Bus Corp L § 904 (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 904 - Certificate of Merger or Consolidation; Contents.

§ 904. Certificate of merger or consolidation; contents.  (a) After adoption of the plan of merger or consolidation by the board and  shareholders  of each constituent corporation, unless the merger or consolidation is abandoned in accordance with paragraph (b)  of  section 903   (Authorization  by  shareholders),  a  certificate  of  merger  or consolidation, entitled "Certificate of  merger  (or  consolidation)  of .....and  .....  into ..... (names of corporations) under section 904 of the Business Corporation  Law",  shall  be  signed  on  behalf  of  each constituent  corporation  and  delivered  to the department of state. It shall set forth:  (1) The statements required by subparagraphs (a) (1), (2) and  (4)  of section 902 (Plan of merger or consolidation).  (2) The  effective  date  of the merger or consolidation if other than the date of filing of the certificate of merger or consolidation by  the department of state.  (3) In  the  case  of  consolidation,  any  statement  required  to be included in a certificate of  incorporation  for  a  corporation  formed under  this  chapter but which was omitted under subparagraph (a) (4) of section 902.  (4) The date when the certificate of incorporation of each constituent corporation was filed by the department of state.  (5) The manner in which the merger  or  consolidation  was  authorized with respect to each constituent corporation.  (b) The surviving or consolidated corporation shall thereafter cause a copy  of  such  certificate, certified by the department of state, to be filed in the office of the clerk of each county in which the office of a constituent  corporation,  other  than  the  surviving  corporation,  is located,  and in the office of the official who is the recording officer of each county in this state in which real  property  of  a  constituent corporation, other than the surviving corporation, is situated.
NY Bus Corp L § 906 (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 906 - Effect of Merger or Consolidation.

§ 906. Effect of merger or consolidation.  (a) Upon  the  filing of the certificate of merger or consolidation by the department of state or on  such  date  subsequent  thereto,  not  to exceed  thirty  days,  as  shall  be  set forth in such certificate, the merger or consolidation shall be effected.  (b) When such merger or consolidation has been effected:  (1) Such  surviving  or  consolidated  corporation  shall  thereafter, consistently  with  its  certificate  of  incorporation  as  altered  or established by the merger or  consolidation,  possess  all  the  rights, privileges,  immunities,  powers and purposes of each of the constituent corporations.  (2) All the property, real and personal,  including  subscriptions  to shares,  causes  of  action  and  every  other  asset  of  each  of  the constituent entities, shall  vest  in  such  surviving  or  consolidated corporation without further act or deed.  (3) The  surviving  or  consolidated  corporation  shall assume and be liable for all the liabilities, obligations and penalties of each of the constituent entities.  No liability or obligation due or to become  due, claim  or  demand  for  any  cause existing against any such constituent entity, or any shareholder, member, officer or director  thereof,  shall be  released  or  impaired by such merger or consolidation. No action or proceeding, whether civil or criminal, then pending by  or  against  any such constituent entity, or any shareholder, member, officer or director thereof, shall abate or be discontinued by such merger or consolidation, but  may  be  enforced,  prosecuted,  settled  or compromised as if such merger  or  consolidation  had  not  occurred,  or  such  surviving   or consolidated  corporation  may  be substituted in such action or special proceeding in place of any constituent entity.  (4) In the case of a merger, the certificate of incorporation  of  the surviving  corporation  shall be automatically amended to the extent, if any, that changes in its certificate of incorporation are set  forth  in the  plan of merger; and, in the case of a consolidation, the statements set forth in the certificate of consolidation and which are required  or permitted  to  be  set  forth  in  a  certificate  of incorporation of a corporation formed under  this  chapter  shall  be  its  certificate  of incorporation.
NY Bus Corp L § 908 (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 908 - Guarantee Authorized by Shareholders.

§ 908. Guarantee authorized by shareholders.A guarantee may be given by a corporation, although not in furtherance   of  its corporate purposes, when authorized at a meeting of shareholders   by two-thirds of the votes of all outstanding shares  entitled  to  vote   thereon.  If authorized by a like vote, such guarantee may be secured by   a mortgage or pledge of, or the creation of a security interest in,  all   or any part of the corporate property, or any interest therein, wherever   situated.
NY Bus Corp L § 911 (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 911 - Mortgage or Pledge Of, or Security Interest In, Corporate Property.

§ 911. Mortgage  or  pledge  of,  or  security  interest  in,  corporateproperty.The board may authorize any mortgage or pledge of, or the creation  of   a  security  interest  in, all or any part of the corporate property, or   any interest therein,  wherever  situated.  Unless  the  certificate  of   incorporation  provides  otherwise,  no  vote or consent of shareholders   shall be required to approve such action by the board.
NY Bus Corp L § 1001 (2021)
2021 New York Laws BSC - Business Corporation Article 10 - Non-Judicial Dissolution 1001 - Authorization of Dissolution.

§ 1001. Authorization of dissolution.  (a)   A   corporation  may  be  dissolved  under  this  article.  Such dissolution shall be authorized at a meeting of shareholders by (i)  for corporations   the  certificate  of  incorporation  of  which  expressly provides such or corporations incorporated after the effective  date  of paragraph  (b)  of  this  section,  a  majority  of  the  votes  of  all outstanding  shares  entitled  to  vote  thereon  or  (ii)   for   other corporations, two-thirds of the votes of all outstanding shares entitled to  vote  thereon,  except,  in either case, as otherwise provided under section  1002   (Dissolution   under   provision   in   certificate   of incorporation).  (b)  Any  corporation  may  adopt  an  amendment of the certificate of incorporation providing that such dissolution shall be authorized  at  a meeting  of  shareholders  by  a  specified  proportion  of votes of all outstanding  shares  entitled  to  vote  thereon,  provided  that   such proportion may not be less than a majority.
NY Bus Corp L § 1002 (2021)
2021 New York Laws BSC - Business Corporation Article 10 - Non-Judicial Dissolution 1002 - Dissolution Under Provision in Certificate of Incorporation.

§ 1002. Dissolution under provision in certificate of incorporation.  (a)  The certificate of incorporation may contain a provision that any shareholder, or the holders of any specified  number  or  proportion  of shares  or  votes of shares, or of any specified number or proportion of shares or votes of shares of any class or series  thereof,  may  require the  dissolution  of the corporation at will or upon the occurrence of a specified event. If the certificate of  incorporation  contains  such  a provision,  a certificate of dissolution under section 1003 (Certificate of dissolution; contents) may be signed, verified and delivered  to  the department   of   state   as   provided  in  section  104  (Certificate; requirements, signing,  filing,  effectiveness)  when  authorized  by  a holder  or  holders  of  the  number or proportion of shares or votes of shares specified in such provision, given  in  such  manner  as  may  be specified therein, or if no manner is specified therein, when authorized on written consent signed by such holder or holders; or such certificate may  be  signed, verified and delivered to the department by such holder or holders or by such of them as are designated by them.  (b) An amendment of the certificate  of  incorporation  which  adds  a provision  permitted  by  this  section, or which changes or strikes out such a provision, shall be authorized at a meeting  of  shareholders  by vote  of  all  outstanding  shares, whether or not otherwise entitled to vote on any amendment, or of such lesser proportion  of  shares  and  of such  class  or  series  of  shares, but not less than a majority of all outstanding shares entitled to vote on any amendment, as may be provided specifically in the certificate of incorporation for adding, changing or striking out a provision permitted by this section.  (c) If the certificate of incorporation of any corporation contains  a provision  authorized  by  this section, the existence of such provision shall be noted conspicuously on the face or back  of  every  certificate for shares issued by such corporation.
NY Bus Corp L § 1003 (2021)
2021 New York Laws BSC - Business Corporation Article 10 - Non-Judicial Dissolution 1003 - Certificate of Dissolution; Contents.

§ 1003. Certificate of dissolution; contents.  (a) A certificate of dissolution, entitled "Certificate of dissolution of  .........  (name  of corporation) under section 1003 of the Business Corporation Law", shall be signed and delivered  to  the  department  of state. It shall set forth:  (1) The name of the corporation and, if its name has been changed, the name under which it was formed.  (2) The  date  its  certificate  of  incorporation  was  filed  by the department of state.  (3) The name and address of each of its officers and directors.  (4) That the corporation elects to dissolve.  (5) The manner in which the dissolution was authorized.
NY Bus Corp L § 1004 (2021)
2021 New York Laws BSC - Business Corporation Article 10 - Non-Judicial Dissolution 1004 - Certificate of Dissolution; Filing.

§ 1004. Certificate of dissolution; filing.  (a)  The department shall not file such certificate unless the consent of the state department of taxation and finance to  the  dissolution  is attached thereto. Upon such filing, the corporation is dissolved.  (b) Notwithstanding paragraph (a) of this section, with respect to any corporation  that has done business in the city of New York and incurred liability for any tax or charge under chapter six,  seven,  eight,  ten, eleven,  twelve,  thirteen,  fourteen, fifteen, twenty-one, twenty-four, twenty-five or twenty-seven of title eleven of the  administrative  code of  the city of New York, the department shall not file such certificate unless the consent of the commissioner of finance of  the  city  of  New York to the dissolution is also attached thereto.