N.Y. General Associations Law § 7: Changing articles of association

§ 7. Changing articles of association. Any change in the articles of

association of a joint-stock association not inconsistent with law may

be made with the consent of all its stockholders, or otherwise, as the

articles of association may provide. Unless the articles of association

of a joint-stock association contain provisions to the contrary, its

directors may be increased or reduced to not less than three; its

capital stock may be increased or reduced; or the term of its existence

may be extended, with the consent of its stockholders owning at least

two-thirds of its stock issued and outstanding, on the following terms

and conditions: The consent of the requisite number of stockholders

must be given by vote, or by writing presented and filed, at a regular

or regularly called special meeting. Notice of the time and place of

such meeting, with notice of the proposed change, must be personally

served on each stockholder of the association at least thirty days

before the meeting, or by mailing it to such stockholder at his

last-known post-office address at least sixty days before the meeting.

The amount of its capital stock shall not be reduced below the amount of

its paid-up capital stock, nor shall it be reduced if the liabilities of

the association exceed its assets.