N.Y. Religious Corporations Law § 405: Re-incorporation of existing corporation

§ 405. Re-incorporation of existing corporation. Any previously

incorporated society, to which this article is applicable, may

re-incorporate it under the provisions of this article by the same

procedure set forth for incorporation, substituting at appropriate

places the word "re-incorporate" for "incorporate" and by filing the

certificate of incorporation in the office of the county clerk in the

county in which its principal place of worship or office is located.

Notwithstanding the provisions of section four hundred two of this

article, the requirements for a quorum for the general transaction of

business as set forth in the by-laws of the existing corporation, shall

determine the requirements for a quorum at a meeting for

re-incorporation pursuant to this section, unless there shall be no such

provision in the said by-laws, in which case the requirements for a

quorum set forth in section four hundred two shall govern.

The re-incorporated corporation shall be deemed a continuation of the

previously organized corporation, but thereafter it shall have only such

rights and powers and be subject only to such obligations as any other

corporation created under this article nineteen, provided, however, that

all property rights and liabilities of the previously organized

corporation shall be vested in and assumed by the re-incorporated

corporation. The corporate by-laws and officers of the re-incorporated

corporation shall be the same as those of its predecessor until changed

pursuant to the said by-laws.