2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 8 - Amendments and Changes › 8001 - Right to Amend Organization Certificate.

§ 8001.  Right to amend organization certificate. 1. A corporation may
amend its organization certificate, 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  organization
certificate filed at the time of making such amendment.
2.  In  particular,  and without limitation upon such general power of
amendment, a corporation may amend its  organization  certificate,  from
time to time, so as:
(a) To change its corporate name.
(b)  In  the  case of a bank or trust company, to change its corporate
powers in accordance with section ninety-four.
(c) To extend the duration of the corporation or, if  the  corporation
ceased  to  exist because of the expiration of the duration specified in
its organization certificate, to revive its existence.
(d) To increase or decrease the number of its directors, or to provide
that the number of its directors shall be not less than a stated minimum
nor more than a stated maximum; provided that in either case the  number
of  directors  shall  not  be  less  than the minimum prescribed in this
chapter, and provided further that the number of the  directors  may  be
increased  notwithstanding  any maximum number prescribed by any special
law.
(e) To increase or decrease the aggregate number of shares, or  shares
of  any  class  or series, which the corporation shall have authority to
issue.
(f) To eliminate from authorized shares any class of  shares,  or  any
shares of any class, whether issued or unissued.
(g)  To  increase the par value of any authorized shares of any class,
whether issued or unissued.
(h) To reduce the par value of any authorized  shares  of  any  class,
whether issued or unissued.
(i)  To change any authorized shares, whether issued or unissued, into
a different number of shares of the same class or into  the  same  or  a
different  number  of  shares  of  any one or more classes or any series
thereof.
(j) To fix, change or abolish the designation of any authorized  class
or  any  series  thereof, or any of the relative rights, preferences and
limitations of any shares of any authorized class or any series thereof,
whether issued or unissued, including any provisions in respect  of  any
undeclared  dividends,  whether  or  not  cumulative  or accrued, or the
redemption of any shares, or any preemptive right to acquire  shares  or
other securities.
(k)  As  to  the  shares  of  any preferred class, then or theretofore
authorized, which may be issued in series, to  grant  authority  to  the
board or to change or revoke the authority of the board to establish and
designate  series  and  to  fix  the  number  of shares and the relative
rights, preferences and limitations as between series.
(l) To strike out, change or add any provision, not inconsistent  with
this  chapter  or  any  other  statute,  relating to the business of the
corporation, its affairs, its rights or powers, or the rights or  powers
of  its  stockholders,  directors  or  officers, including any provision
which under this chapter is required or permitted to be set forth in the
by-laws.
3. A corporation created by special act  may  accomplish  any  or  all
amendments  permitted  in  this  title, in the manner and subject to the
conditions provided in this subarticle.
4. A corporation may not change the location of its office under  this
section.