N.Y. Education Law § 219: Change of name or charter

§ 219. Change of name or charter. 1. The regents may, at any time, for

sufficient cause, by an instrument under their seal and recorded in

their office, change the name, or alter, suspend or revoke the charter

or certificate of incorporation of any domestic corporation which they

might incorporate under section two hundred sixteen, or any certificate

of authority of a foreign corporation which they have issued or to which

the commissioner has consented, (a) if subject to their visitation, or,

(b) if authorized, chartered or incorporated by the regents or under a

general law; provided that, unless on three-fourths request of the

trustees of the corporation, no name shall be changed and no charter or

certificate shall be altered, suspended or revoked, nor shall any rights

or privileges thereunder be suspended or repealed by the regents, until

they have mailed to the usual address of every director or trustee of

the corporation concerned at least thirty days' notice of a hearing when

any objections to the proposed change will be considered, and until

ordered by a vote at a meeting of the regents at which the notices have

specified that action is to be taken on the proposed change. A certified

copy of such order of the regents, under their seal, to change the name,

or alter, suspend or revoke a certificate of incorporation of any

domestic corporation filed by the department of state under a general

law, or certificate of authority of any foreign corporation filed by the

department of state under a general law, shall be delivered by the

regents to such department. The order shall become effective upon the

filing of such certified copy by the department of state.

2. Any notice to a trustee whose address is not readily ascertainable

may be mailed to him in care of the institution. Where it appears that

any institution incorporated by the regents has ceased to function, and

the regents after diligent effort are unable to ascertain the names of

the surviving trustees, if any, and their addresses or any address for

the institution formerly maintained by the corporation, and are

therefore unable to send the thirty-day notice to the trustees in the

manner prescribed in this section, they may give such thirty days'

notice by causing the same to be published once a week for three

successive weeks prior to the date of such hearing in a daily or weekly

newspaper published or printed in the place where the said corporation

or its principal office is or was located; or if there be no such paper,

then in a daily or weekly paper published or printed within the county,

if there be one, or, if not, in an adjoining county to that in which

such corporation or its principal office is or was located.

3. Whenever the trustees of any such corporation shall determine, upon

three-fourths vote to dissolve the corporation, they may petition the

regents to issue an order of dissolution. If it appears to the

satisfaction of the regents that there is no sufficient reason for the

continuance of the corporation that all taxes chargeable to the

corporation have been paid, and, if the corporation has stock

provisions, that the outstanding stock has been surrendered for

cancellation, the regents shall thereupon have power to dissolve the

corporation.

4. Whenever the charter or incorporation of an institution is revoked

or an order of dissolution made pursuant to the provisions of this

section, it shall be the duty of the trustees and/or the custodians of

the permanent academic records of such institution to file the same with

the state education department, or with such other agency as may be

approved by said department where they shall be kept available for

future reference. In the event, however, that an application is made to

the supreme court for an order directing the disposition of assets of

such educational corporation pursuant to the provisions of section two

hundred twenty of this chapter and such order is thereupon made, the

disposition of such permanent academic records may be directed therein.

A copy of the order shall be filed with the education department by the

applicant and such order shall so provide.

5. An education corporation may file an assumed name certificate

pursuant to section one hundred thirty of the general business law,

provided that the consent of the regents is endorsed or annexed thereto.

Any education corporation that has filed an assumed name certificate

with the secretary of state prior to the effective date of this

subdivision shall file a copy of such certificate with the department no

later than ninety days after the effective date of this subdivision.