N.Y. Not-for-Profit Corporation Law § 801: Right to amend certificate of incorporation

§ 801. Right to amend certificate of incorporation.

(a) A corporation may amend its certificate of incorporation, from

time to time, in any and as many respects as may be desired, if such

amendment contains only such provisions as might be lawfully contained

in an original certificate of incorporation filed at the time of making

such amendment.

(b) In particular, and without limitation upon such general power of

amendment, a corporation may amend its certificate of incorporation,

from time to time, so as:

(1) To change its corporate name.

(2) To enlarge, limit or otherwise change its corporate purposes.

(3) To strike out, change or add any provision not inconsistent with

this chapter or any other statute relating to the affairs of the

corporation, its rights or powers or the rights or powers of its

members, directors or officers, including any provision required or

permitted to be set forth in the by-laws.

(4) To extend its duration, or revive its existence if it has ceased

to exist because of the expiration of its period of duration. A

corporation may not however reduce its corporate duration.

(5) To specify, change or revoke the voting rights of its directors or

members or of any class of members.

(6) To specify or change the location of the office of the

corporation.

(7) 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.

(8) To make, revoke or change the designation of a registered agent,

or to specify or change the address of its registered agent.

(9) To authorize the issuance of capital certificates and to fix the

face value and terms of such certificates and the rights and privileges

of their holders and the manner in which the terms, rights and

privileges may be amended and to confer upon the holders of such

certificates the right to vote in the election of directors and upon any

other matters as may be set forth.

(10) To specify, change or delete the email address to which the

secretary of state shall email a notice that process against the

corporation has been electronically served upon him or her.

(c) A corporation created by special act may accomplish any or all

amendments permitted in this article, in the manner and subject to the

conditions provided in this article.