N.Y. Business Corporation Law § 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vote shall not be altered, amended, or repealed except by such greater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.