N.Y. Banking Law § 8007: Restated organization certificate

§ 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.