reglab/statecodes huggingface dataset:
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 709 - Greater Requirement as to Quorum and Vote of Directors.

§ 709. Greater requirement as to quorum and vote of directors.
(a) The certificate of incorporation may contain provisions specifying
either or both of the following:
(1) That  the  proportion  of directors that shall constitute a quorum
for the transaction of business or of any  specified  item  of  business
shall  be  greater than the proportion prescribed by this chapter in the
absence of such provision.
(2) That the proportion of votes of directors that shall be  necessary
for  the  transaction  of  business or of any specified item of business
shall be greater than the proportion prescribed by this chapter  in  the
absence of such provision.
(b) (1) An amendment of the certificate of incorporation which changes
or strikes out a provision permitted by this section shall be authorized
at a meeting of shareholders by (A) (i) for any corporation in existence
on  the effective date of subparagraph (2) of this paragraph, two-thirds
of the votes of all outstanding shares entitled  to  vote  thereon,  and
(ii)  for  any  corporation  in  existence on the effective date of this
clause the certificate of incorporation of which expressly provides such
and for  any  corporation  incorporated  after  the  effective  date  of
subparagraph  (2)  of  this  paragraph,  a  majority of the votes of all
outstanding shares entitled to vote thereon or (B) in either case,  such
greater  proportion of votes of shares, or votes of a class or series of
shares,  as  may  be  provided  specifically  in  the   certificate   of
incorporation for changing or striking out a provision permitted by this
section.
(2)  Any  corporation  may  adopt  an  amendment of the certificate of
incorporation in accordance with any applicable clause or  subclause  of
subparagraph (1) of this paragraph to provide that any further amendment
of  the  certificate  of  incorporation  that  changes  or strikes out a
provision permitted by this section shall be authorized at a meeting  of
the  shareholders  by a specified proportion of the votes of the shares,
or particular class or series  of  shares,  entitled  to  vote  thereon,
provided that such proportion may not be less than a majority.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 710 - Place and Time of Meetings of the Board.

§ 710. Place and time of meetings of the board.
Meetings  of  the  board, regular or special, may be held at any place
  within  or  without  this  state,  unless  otherwise  provided  by   the
  certificate  of  incorporation  or  the  by-laws. The time and place for
  holding meetings of the board may be fixed by or under the by-laws,  or,
  if not so fixed, by the board.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 711 - Notice of Meetings of the Board.

§ 711. Notice of meetings of the board.
(a) Unless  otherwise provided by the by-laws, regular meetings of the
board may be held without notice if the time and place of such  meetings
are  fixed  by  the  by-laws or the board. Special meetings of the board
shall be held upon notice to the directors.
(b) The by-laws may prescribe what shall constitute notice of  meeting
of  the  board.  A  notice,  or  waiver  of notice, need not specify the
purpose of any regular or special meeting of the board, unless  required
by the by-laws.
(c) Notice  of a meeting need not be given to any director who submits
a signed waiver of notice whether before or after the  meeting,  or  who
attends  the  meeting  without  protesting,  prior  thereto  or  at  its
commencement, the lack of notice to him.
(d) A majority of the directors present, whether or not  a  quorum  is
present,  may  adjourn  any  meeting  to  another time and place. If the
by-laws so provide, notice of any adjournment of a meeting of the  board
to  another  time  or place shall be given to the directors who were not
present at the time of the adjournment and, unless such time  and  place
are announced at the meeting, to the other directors.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 712 - Executive Committee and Other Committees.

§ 712. Executive committee and other committees.
(a) If the certificate of incorporation or the by-laws so provide, the
board,  by  resolution  adopted  by  a majority of the entire board, may
designate from among  its  members  an  executive  committee  and  other
committees, each consisting of one or more directors, and each of which,
to  the  extent  provided  in  the  resolution  or in the certificate of
incorporation or by-laws, shall have all the  authority  of  the  board,
except  that  no such committee shall have authority as to the following
matters:
(1)  The  submission  to  shareholders  of  any  action   that   needs
shareholders' approval under this chapter.
(2)  The  filling  of  vacancies  in  the board of directors or in any
committee.
(3) The fixing of compensation of the directors  for  serving  on  the
board or on any committee.
(4)  The  amendment  or  repeal of the by-laws, or the adoption of new
by-laws.
(5) The amendment or repeal of any resolution of the  board  which  by
its terms shall not be so amendable or repealable.
(b) The board may designate one or more directors as alternate members
of any such committee, who may replace any absent or disqualified member
or members at any meeting of such committee.
(c)  Each such committee shall serve at the pleasure of the board. The
designation of any such committee, the delegation thereto of  authority,
or  action  by  any  such committee pursuant to such authority shall not
alone constitute performance by any member of the board  who  is  not  a
member  of  the  committee  in  question, of his duty to the corporation
under section 717 (Duty of directors).
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 713 - Interested Directors.

§ 713. Interested directors.
(a) No  contract or other transaction between a corporation and one or
more  of  its  directors,  or  between  a  corporation  and  any   other
corporation,  firm,  association or other entity in which one or more of
its directors are directors or officers, or have a substantial financial
interest, shall be either void or voidable for this reason alone  or  by
reason  alone that such director or directors are present at the meeting
of the board, or of a committee thereof, which approves such contract or
transaction, or that his or their votes are counted for such purpose:
(1) If the material facts as  to  such  director's  interest  in  such
contract  or  transaction  and  as  to  any  such  common  directorship,
officership or financial interest are disclosed in good faith  or  known
to  the  board  or  committee,  and the board or committee approves such
contract or transaction by a vote sufficient for  such  purpose  without
counting  the  vote  of such interested director or, if the votes of the
disinterested directors are insufficient to constitute  an  act  of  the
board as defined in section 708 (Action by the board), by unanimous vote
of the disinterested directors; or
(2) If  the  material  facts  as  to  such director's interest in such
contract  or  transaction  and  as  to  any  such  common  directorship,
officership  or  financial interest are disclosed in good faith or known
to the shareholders entitled to  vote  thereon,  and  such  contract  or
transaction is approved by vote of such shareholders.
(b)  If  a contract or other transaction between a corporation and one
or more of its  directors,  or  between  a  corporation  and  any  other
corporation,  firm,  association or other entity in which one or more of
its directors are directors or officers, or have a substantial financial
interest,  is  not  approved  in  accordance  with  paragraph  (a),  the
corporation  may  avoid  the contract or transaction unless the party or
parties thereto shall  establish  affirmatively  that  the  contract  or
transaction was fair and reasonable as to the corporation at the time it
was approved by the board, a committee or the shareholders.
(c) Common  or  interested directors may be counted in determining the
presence of a quorum at a meeting of the board or of a  committee  which
approves such contract or transaction.
(d) The   certificate   of   incorporation   may   contain  additional
restrictions on contracts or transactions between a corporation and  its
directors and may provide that contracts or transactions in violation of
such restrictions shall be void or voidable by the corporation.
(e) Unless  otherwise  provided in the certificate of incorporation or
the by-laws, the board shall have authority to fix the  compensation  of
directors for services in any capacity.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 714 - Loans to Directors.

§ 714. Loans to directors.
(a) A corporation may not lend money to or guarantee the obligation of
a director of the corporation unless:
(1)  the particular loan or guarantee is approved by the shareholders,
with the holders of a majority of the votes of the  shares  entitled  to
vote  thereon  constituting  a  quorum,  but  shares  held  of record or
beneficially by directors who are benefitted by such loan  or  guarantee
shall  not be entitled to vote or to be included in the determination of
a quorum; or
(2) with respect to any corporation in existence on the effective date
of this subparagraph (2)  the  certificate  of  incorporation  of  which
expressly provides such and with respect to any corporation incorporated
after  the effective date of this subparagraph (2), the board determines
that the loan or guarantee benefits the corporation and either  approves
the  specific  loan or guarantee or a general plan authorizing loans and
guarantees.
(b) The fact that a loan or guarantee is made  in  violation  of  this
section does not affect the borrower's liability on the loan.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 715 - Officers.

§ 715. Officers.
(a) The   board  may  elect  or  appoint  a  president,  one  or  more
vice-presidents, a secretary and a treasurer, and such other officers as
it may determine, or as may be provided in the by-laws.
(b) The certificate of incorporation may provide that all officers  or
that  specified officers shall be elected by the shareholders instead of
by the board.
(c) Unless otherwise provided in the certificate of  incorporation  or
the  by-laws,  all officers shall be elected or appointed to hold office
until the meeting of the board following  the  next  annual  meeting  of
shareholders  or,  in  the case of officers elected by the shareholders,
until the next annual meeting of shareholders.
(d) Each officer shall hold office  for  the  term  for  which  he  is
elected  or  appointed,  and  until  his  successor  has been elected or
appointed and qualified.
(e) Any two or more offices may be held by the same person.  When  all
of  the  issued and outstanding stock of the corporation is owned by one
person, such person may hold all or any combination of offices.
(f) The board may  require  any  officer  to  give  security  for  the
faithful performance of his duties.
(g) All  officers as between themselves and the corporation shall have
such authority  and  perform  such  duties  in  the  management  of  the
corporation  as  may be provided in the by-laws or, to the extent not so
provided, by the board.
(h) An officer shall perform his duties as an officer  in  good  faith
and  with  that  degree  of care which an ordinarily prudent person in a
like position would use under similar circumstances. In  performing  his
duties,  an  officer shall be entitled to rely on information, opinions,
reports or statements including financial statements and other financial
data, in each case prepared or presented by:
(1) one or more other officers or employees of the corporation  or  of
any  other  corporation  of  which  at  least  fifty  percentum  of  the
outstanding shares of stock entitling the holders thereof  to  vote  for
the  election  of  directors  is  owned  directly  or  indirectly by the
corporation, whom the officer believes to be reliable and  competent  in
the matters presented, or
(2) counsel,  public  accountants or other persons as to matters which
the officer believes to be within such person's professional  or  expert
competence,  so  long  as in so relying he shall be acting in good faith
and with such degree of care, but he  shall  not  be  considered  to  be
acting  in  good  faith  if  he  has  knowledge concerning the matter in
question that would cause such reliance to be unwarranted.  A person who
so performs his duties shall have no liability by  reason  of  being  or
having been an officer of the corporation.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 716 - Removal of Officers.

§ 716. Removal of officers.
(a) Any  officer  elected  or appointed by the board may be removed by
the board with or without cause. An officer elected by the  shareholders
may be removed, with or without cause, only by vote of the shareholders,
but his authority to act as an officer may be suspended by the board for
cause.
(b) The removal of an officer without cause shall be without prejudice
to  his  contract  rights,  if  any.  The  election or appointment of an
officer shall not of itself create contract rights.
(c) An action to procure a judgment removing an officer for cause  may
be brought by the attorney-general or by ten percent of the votes of the
outstanding  shares,  whether or not entitled to vote. The court may bar
from re-election or reappointment any officer so removed  for  a  period
fixed by the court.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 718 - List of Directors and Officers.

§ 718. List of directors and officers.
(a) If a shareholder of a corporation, in person or by his attorney or
agent,  or a representative of the district attorney or of the secretary
of state, the attorney general, or other state official, makes a written
demand on a corporation to inspect a current list of its  directors  and
officers,  the corporation shall, within two business days after receipt
of the demand and for a period of one week  thereafter,  make  the  list
available for such inspection at its office during usual business hours.
(b)  Upon  refusal  by  the  corporation to make a current list of its
directors and officers available, as  provided  in  paragraph  (a),  the
person making a demand for such list may apply, ex parte, to the supreme
court  at  a  special  term  held within the judicial district where the
office of  the  corporation  is  located  for  an  order  directing  the
corporation  to make such list available. The court may grant such order
or take such other action as it may deem just and proper.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 720 - Action Against Directors and Officers for Misconduct.

§ 720. Action against directors and officers for misconduct.
(a) An action may be brought against one or more directors or officers
of a corporation to procure a judgment for the following relief:
(1) Subject  to  any  provision  of  the  certificate of incorporation
authorized pursuant to paragraph (b)  of  section  402,  to  compel  the
defendant to account for his official conduct in the following cases:
(A) The  neglect  of, or failure to perform, or other violation of his
duties in the management and disposition of corporate  assets  committed
to his charge.
(B) The  acquisition  by himself, transfer to others, loss or waste of
corporate assets due to any neglect of, or failure to perform, or  other
violation of his duties.
(C)  In  the  case  of  directors or officers of a benefit corporation
organized under article seventeen of this chapter: (i)  the  failure  to
pursue  the  general  public benefit purpose of a benefit corporation or
any  specific  public  benefit  set  forth   in   its   certificate   of
incorporation;  (ii)  the failure by a benefit corporation to deliver or
post an annual report as required by section seventeen hundred eight  of
article  seventeen  of this chapter; or (iii) the neglect of, or failure
to perform, or other violation of his  or  her  duties  or  standard  of
conduct under article seventeen of this chapter.
(2) To  set  aside  an  unlawful conveyance, assignment or transfer of
corporate assets, where the transferee knew of its unlawfulness.
(3) To enjoin a proposed unlawful conveyance, assignment  or  transfer
of  corporate assets, where there is sufficient evidence that it will be
made.
(b) An action may be brought for the relief provided in this  section,
and  in  paragraph (a) of section 719 (Liability of directors in certain
cases) by a corporation, or a receiver, trustee in bankruptcy,  officer,
director   or   judgment   creditor   thereof,  or,  under  section  626
(Shareholders' derivative action brought in the right of the corporation
to procure a judgment in its favor),  by  a  shareholder,  voting  trust
certificate  holder,  or  the  owner  of a beneficial interest in shares
thereof.
(c) This section shall not affect any liability otherwise  imposed  by
law upon any director or officer.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 721 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.

§ 721. Nonexclusivity  of  statutory  provisions  for indemnification of
directors and officers.
The indemnification and advancement of expenses granted  pursuant  to,
  or  provided by, this article shall not be deemed exclusive of any other
  rights to  which  a  director  or  officer  seeking  indemnification  or
  advancement  of  expenses  may  be  entitled,  whether  contained in the
  certificate of incorporation or the by-laws or, when authorized by  such
  certificate   of   incorporation   or   by-laws,  (i)  a  resolution  of
  shareholders, (ii) a resolution of  directors,  or  (iii)  an  agreement
  providing for such indemnification, provided that no indemnification may
  be  made  to  or  on  behalf of any director or officer if a judgment or
  other final adjudication adverse to the director or officer  establishes
  that  his  acts were committed in bad faith or were the result of active
  and deliberate dishonesty and were material to the cause  of  action  so
  adjudicated,  or that he personally gained in fact a financial profit or
  other advantage to which he was not legally entitled. Nothing  contained
  in  this  article  shall  affect  any rights to indemnification to which
  corporate personnel other than directors and officers may be entitled by
  contract or otherwise under law.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 723 - Payment of Indemnification Other Than by Court Award.

§ 723. Payment of indemnification other than by court award.
(a) A  person  who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in  section  722  shall  be  entitled  to  indemnification  as
authorized in such section.
(b) Except  as  provided  in  paragraph (a), any indemnification under
section 722 or otherwise permitted by section 721, unless ordered  by  a
court  under section 724 (Indemnification of directors and officers by a
court), shall be made by the corporation,  only  if  authorized  in  the
specific case:
(1) By  the  board  acting by a quorum consisting of directors who are
not parties to such  action  or  proceeding  upon  a  finding  that  the
director or officer has met the standard of conduct set forth in section
722 or established pursuant to section 721, as the case may be, or,
(2) If  a  quorum under subparagraph (1) is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs;
(A) By the board upon the opinion  in  writing  of  independent  legal
counsel  that indemnification is proper in the circumstances because the
applicable standard of conduct set forth in such sections has  been  met
by such director or officer, or
(B) By  the  shareholders  upon a finding that the director or officer
has met the applicable standard of conduct set forth in such sections.
(c) Expenses incurred in defending  a  civil  or  criminal  action  or
proceeding  may  be  paid  by  the  corporation  in advance of the final
disposition of such action or proceeding upon receipt of an  undertaking
by or on behalf of such director or officer to repay such amount as, and
to the extent, required by paragraph (a) of section 725.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 724 - Indemnification of Directors and Officers by a Court.

§ 724. Indemnification of directors and officers by a court.
(a)   Notwithstanding   the   failure  of  a  corporation  to  provide
indemnification, and despite any contrary resolution of the board or  of
the  shareholders  in  the  specific  case under section 723 (Payment of
indemnification other than by court  award),  indemnification  shall  be
awarded   by  a  court  to  the  extent  authorized  under  section  722
(Authorization for  indemnification  of  directors  and  officers),  and
paragraph (a) of section 723. Application therefor may be made, in every
case, either:
(1)  In  the  civil  action  or  proceeding in which the expenses were
incurred or other amounts were paid, or
(2) To the supreme court in a separate proceeding, in which  case  the
application  shall set forth the disposition of any previous application
made to any court for the same or similar  relief  and  also  reasonable
cause  for the failure to make application for such relief in the action
or proceeding in which the expenses were incurred or other amounts  were
paid.
(b)  The  application  shall be made in such manner and form as may be
required by the applicable rules of court or, in the absence thereof, by
direction of a court to which it is made. Such application shall be upon
notice to the corporation. The court may  also  direct  that  notice  be
given  at  the  expense  of the corporation to the shareholders and such
other persons as it may designate in such manner as it may require.
(c) Where indemnification is sought by judicial action, the court  may
allow  a  person  such  reasonable  expenses, including attorneys' fees,
during the pendency of the litigation as  are  necessary  in  connection
with his defense therein, if the court shall find that the defendant has
by  his  pleadings or during the course of the litigation raised genuine
issues of fact or law.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 726 - Insurance for Indemnification of Directors and Officers.

§ 726. Insurance for indemnification of directors and officers.
(a) Subject  to  paragraph  (b),  a  corporation  shall  have power to
purchase and maintain insurance:
(1) To indemnify the corporation for any obligation which it incurs as
a result of the indemnification of  directors  and  officers  under  the
provisions of this article, and
(2) To indemnify directors and officers in instances in which they may
be  indemnified by the corporation under the provisions of this article,
and
(3) To indemnify directors and officers in instances in which they may
not otherwise be indemnified by the corporation under the provisions  of
this  article provided the contract of insurance covering such directors
and officers provides, in a manner acceptable to the  superintendent  of
financial services, for a retention amount and for co-insurance.
(b) No  insurance  under  paragraph  (a)  may provide for any payment,
other than cost of defense, to or on behalf of any director or officer:
(1) if a judgment or other final adjudication adverse to  the  insured
director  or  officer establishes that his acts of active and deliberate
dishonesty were material to the cause of action so adjudicated, or  that
he  personally  gained  in fact a financial profit or other advantage to
which he was not legally entitled, or
(2) in relation to any risk the insurance of which is prohibited under
the insurance law of this state.
(c) Insurance under any or all subparagraphs of paragraph (a)  may  be
included in a single contract or supplement thereto. Retrospective rated
contracts are prohibited.
(d) The corporation shall, within the time and to the persons provided
in   paragraph   (c)   of   section   725  (Other  provisions  affecting
indemnification of directors or officers), mail a statement  in  respect
of  any  insurance  it  has  purchased  or  renewed  under this section,
specifying the insurance carrier, date of  the  contract,  cost  of  the
insurance,  corporate  positions insured, and a statement explaining all
sums, not previously reported in a statement to shareholders, paid under
any indemnification insurance contract.
(e) This section is the public policy of this state to spread the risk
of corporate management, notwithstanding any other  general  or  special
law  of  this  state  or of any other jurisdiction including the federal
government.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 727 - Annual Reports for Certain Transactions Required.

§ 727. Annual reports for certain transactions required.
(a)  A  condominium  created  pursuant  to  the real property law or a
cooperative housing corporation created pursuant to this chapter, shall,
at least once each year:
(1) require that each  director,  as  defined  in  paragraph  five  of
subdivision  (a)  of  section one hundred two of this chapter, receive a
copy of section seven hundred thirteen of this chapter; and
(2) submit an annual report to the shareholders, which shall be signed
by each such director, containing information  on  any  contracts  made,
entered  into, or otherwise voted on by the board of directors where one
or more of the directors was an interested director, pursuant to section
seven hundred thirteen of this chapter.
(b) The annual report required by  subdivision  (a)  of  this  section
shall include, but not be limited to, the following:
(1)  a  list  of  all  contracts  voted  on by the board of directors,
including information on the contract recipient,  contract  amount,  and
the purpose of entering into the contract;
(2)  the  record of each meeting including director attendance, voting
records for contracts, and how each director voted  on  such  contracts;
and
(3)  the date of each vote on each contract, and the date the contract
would be and remain valid.
(c) If the annual report required by subdivision (a) of  this  section
would,  notwithstanding  the  requirements  of  this section, contain no
information because of the absence of any actions  taken  by  the  board
that  would  otherwise qualify for inclusion in such annual report, then
the board shall instead submit to the shareholders a document, signed by
each director, indicating: "No actions taken by the board  were  subject
to  the  annual  report required pursuant to section 727 of the Business
Corporation Law".
2023 New York Laws › BSC - Business Corporation › Article 8 - Amendments and Changes › 802 - Reduction of Stated Capital by Amendment.

§ 802. Reduction of stated capital by amendment.
(a) A corporation may reduce its stated capital by an amendment of its
certificate   of   incorporation  under  section  801  (Right  to  amend
certificate of incorporation) which:
(1) Reduces the par value of any issued shares with par value.
(2) Changes issued shares under subparagraph (b) (11) of  section  801
that results in a reduction of stated capital.
(3) Removes  from  authorized  shares,  shares  that have been issued,
reacquired and cancelled by the corporation.
(b) This section shall not prevent a  corporation  from  reducing  its
stated capital in any other manner permitted by this chapter.
2023 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.
(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.
2023 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.
2023 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.
2023 New York Laws › BSC - Business Corporation › Article 8 - Amendments and Changes › 805-A - Certificate of Change; Contents.

§ 805-A. Certificate of change; contents.
(a)   Any  one  or  more of the changes authorized by paragraph (b) of
section 803 (Authorization of amendment or change) may  be  accomplished
by  filing  a certificate of change which shall be entitled "Certificate
of change of ..........  (name of corporation) under  section  805-A  of
the  Business  Corporation Law" and 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 change effected thereby.
(4) The manner in which the change was authorized.
(b) A certificate of change which changes only the post office address
to which the secretary of state shall mail a copy of any process against
a corporation served upon him or her, and/or the email address to  which
the  secretary  of  state  shall email a notice of the fact that process
against it has been electronically served upon the  secretary  of  state
and/or  the address of the registered agent, provided such address being
changed is the address of a person,  partnership  or  other  corporation
whose  address, as agent, is the address to be changed, and/or the email
address being changed is the email address of a person,  partnership  or
corporation  whose  email  address, as agent, is the email address to be
changed, or who  has  been  designated  as  registered  agent  for  such
corporation,  may  be signed and delivered to the department of state by
such agent. The certificate of change shall  set  forth  the  statements
required  under subparagraphs (a) (1), (2) and (3) of this section; that
a notice of the proposed change was mailed to  the  corporation  by  the
party  signing  the  certificate  not less than thirty days prior to the
date of delivery to the department and that  such  corporation  has  not
objected  thereto;  and  that  the  party signing the certificate is the
agent of such corporation to whose address the  secretary  of  state  is
required  to mail copies of process, and/or the agent of the corporation
to whose email address the secretary of state  is  required  to  mail  a
notice  of  the  fact  that  process  against it has been electronically
served upon the secretary of state, and/or the registered agent, if such
be the case. A certificate signed and  delivered  under  this  paragraph
shall  not be deemed to effect a change of location of the office of the
corporation in whose behalf such certificate is filed.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.