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 › 8007 - Restated Organization Certificate.

§ 8007.  Restated  organization  certificate.  1.  A corporation, when
authorized by the board, may restate in a single certificate the text of
its organization certificate, as amended theretofore, without making any
further 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 stockholders under this chapter.  Alternatively,
a  corporation  may  restate  in  a  single  certificate the text of its
organization certificate, as amended theretofore, and as further amended
thereby to  effect  any  one  or  more  of  the  amendments  or  changes
authorized  by this chapter, when authorized by the required vote of the
holders of shares entitled to vote thereon.
2. A restated organization certificate entitled "Restated organization
certificate of ............. (name of corporation) under section 8007 of
the Banking Law" shall be signed, verified  and  filed  as  provided  in
section one thousand three. It shall set forth:
(a)  The name of the corporation and, if it has been changed, the name
under which it was formed.
(b)  The  date  its  organization  certificate  was   filed   by   the
superintendent.
(c)  If the restated certificate restates the text of the organization
certificate,  as  amended  theretofore,  without  making   any   further
amendment  or change, then a statement that the text of the organization
certificate, as amended theretofore, is thereby restated without further
amendment or change to read as therein set forth in full.
(d) If the restated certificate restates the text of the  organization
certificate,  as  amended theretofore, and as further amended or changed
thereby, then a statement that the organization certificate  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 organization certificate, as amended theretofore, is thereby
restated as further amended or changed to read as therein set  forth  in
full.
(e)  If  any  such  amendment,  effected  by the restated certificate,
provides for a change or elimination of issued shares, and if the manner
in which the same shall be effected is not set forth in such  amendment,
then a statement of the manner in which the same shall be effected.
(f)  If the restated certificate contains an amendment which effects a
reduction of capital stock, then a statement of the manner in which  the
same  is  effected and the amounts from which and to which capital stock
is reduced.
(g)  The  manner  in  which  the  restatement  of   the   organization
certificate was authorized.
3.  A  restated  certificate  need  not  include  statements as to the
incorporators,  the  original  subscribers  for  shares  or  the   first
directors.
4.  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.
5.  Upon  filing  by  the  superintendent,  the  original organization
certificate,  as  amended  theretofore,  shall  be  superseded  and  the
restated  organization certificate, including any further amendments and
changes made thereby, shall  be  the  organization  certificate  of  the
corporation.