N.Y. Not-for-Profit Corporation Law § 804: Approvals, notices and effect

§ 804. Approvals, notices and effect.

(a) (i) A certificate of amendment shall not be filed if the amendment

adds, changes or eliminates a purpose, power or provision the inclusion

of which in a certificate of incorporation requires consent or approval

of a governmental body or officer or any other person or body, or if the

amendment changes the name of a corporation whose certificate of

incorporation had such consent or approval endorsed thereon or annexed

thereto, unless such consent or approval is no longer required or is

endorsed on or annexed to the certificate of amendment. A certificate of

amendment adding, changing or eliminating a purpose, power or provision

the inclusion of which in a certificate of incorporation requires the

incorporator to send such certificate to a governmental body or officer

or any other person or body, or if the amendment changes the name of a

corporation whose certificate of incorporation was required to be

delivered by the incorporator to a governmental body or officer or any

other person or body, shall be delivered by the person or entity filing

the certificate of amendment within thirty business days after the

corporation receives confirmation from the department of state that the

certificate has been accepted for filing.

(ii) Every certificate of amendment of a charitable corporation which

seeks to change or eliminate a purpose or power enumerated in the

corporation's certificate of incorporation, or to add a power or purpose

not enumerated therein, shall have endorsed thereon or annexed thereto

the approval of either (A) the attorney general, or (B) a justice of the

supreme court of the judicial district in which the office of the

corporation is located. At any time, including if the attorney general

does not approve a certificate of amendment submitted pursuant to clause

(A) of this subparagraph, or if the attorney general concludes that

court review is appropriate, the corporation may apply for approval of

the amendment to a justice of the supreme court of the judicial district

in which the office of the corporation is located. Any application for

approval of a certificate of amendment by the supreme court pursuant to

this paragraph shall be on ten days' written notice to the attorney

general.

(b) The department of state shall not file a certificate of amendment

reviving the existence of a corporation unless the consent or approval

of a governmental body or officer or any other person or body required

to be endorsed on or annexed to the certificate of incorporation of a

corporation formed for similar purposes, is attached thereto, or, if

notice to the attorney-general was required prior to the filing of its

certificate of incorporation, the certificate of amendment should

indicate that such notice has been given as required by law.

(c) The department of state shall not file a certificate of amendment

reviving the existence of a corporation if the name of the corporation

being revived is not available under section 301 (Corporate name;

general) for use by a corporation then being formed under this chapter,

unless the certificate of amendment shall change the name to one which

is available for such use.

(d) No amendment or change shall affect any existing cause of action

in favor of or against the corporation, or any pending suit to which it

shall be a party, or the existing rights of persons other than members;

and in the event the corporate name shall be changed, no suit brought by

or against the corporation under its former name shall abate for that

reason.

(e) Notwithstanding any law to the contrary, a certificate of

amendment of a corporation whose statement of purposes specifically

includes the establishment or operation of a child day care center, as

that term is defined in section three hundred ninety of the social

services law, shall provide a certified copy of such certificate to the

office of children and family services within thirty days after the

filing of such certificate with the department of state.