2023 New York Laws › NPC - Not-For-Profit Corporation › Article 8 - Amendments and Changes › 804 - Approvals, Notices and Effect.

§ 804. Approvals, notices and effect.
(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.