Section 8001. Right to amend organization certificate  


Latest version.
  • 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.