Section 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.