Section 804. Approvals and effect  


Latest version.
  • (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 endorsed on or annexed to
      the certificate of amendment.
        (ii) Every certificate of amendment of  a  corporation  classified  as
      type  B  or type C under section 201 (Purposes) 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 a justice
      of the supreme court of the judicial district in which the office of the
      corporation  is located. Ten days' written notice of the application for
      such approval shall be given 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.