2023 New York Laws › NPC - Not-For-Profit Corporation › Article 8 - Amendments and Changes › 805 - Restated Certificate of Incorporation.

§ 805. Restated certificate of incorporation.
(a)  A  corporation,  when  authorized  by the board, may restate in a
single certificate the text of its certificate of incorporation  without
making  any  amendment or change thereby, except that it may include any
one or more of the amendments or changes which may be authorized by  the
board  without  a  vote  of members under this chapter. Alternatively, a
corporation may  restate  in  a  single  certificate  the  text  of  its
certificate  of  incorporation  as  amended thereby to effect any one or
more of the amendments or  changes  authorized  by  this  chapter,  when
authorized  as  required  by  section 802 (Authorization of amendment or
change, class vote).
(b)  A  restated  certificate  of  incorporation,  entitled  "Restated
certificate    of   incorporation   of ....................   (name   of
corporation) under section 805 of the Not-for-Profit  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) If the restated certificate restates the text of  the  certificate
of  incorporation  without  making  any  amendment  or  change,  then  a
statement that the text of the certificate of incorporation  is  thereby
restated  without  amendment  or  change to read as therein set forth in
full.
(4) If the restated certificate restates the text of  the  certificate
of  incorporation  as  amended or changed thereby, then a statement that
the certificate of incorporation is amended or changed to effect one  or
more of the amendments or changes authorized by this chapter, specifying
each  such  amendment  or change and that the text of the certificate of
incorporation is thereby restated as  amended  or  changed  to  read  as
therein set forth in full.
(5)  The  manner  in  which  the  restatement  of  the  certificate of
incorporation was authorized.
(c) A restated certificate need  not  include  statements  as  to  the
incorporator or incorporators, or the first directors.
(d) Any amendment or change under this section shall be subject to any
other  section,  not  inconsistent  with  this  section,  which would be
applicable if a separate certificate were filed to effect such amendment
or change.
(e) Notwithstanding that the corporation  would  be  required  by  any
statute  to  secure from any supreme court justice, governmental body or
officer, or other person or body, any consent or approval to the  filing
of  its certificate of incorporation or a certificate of amendment, such
consent or approval shall not be required with respect to  the  restated
certificate if such certificate makes no amendment and if any previously
required consent or approval had been secured.
(f)  Upon  filing  by  the  department,  the  original  certificate of
incorporation shall  be  superseded  and  the  restated  certificate  of
incorporation,  including any amendments and changes made thereby, shall
be the certificate of incorporation of the corporation.