State Codes and Statutes

Statutes > New-york > Npc > Article-8 > 802

§ 802. Authorization of amendment or change, class vote.    (a)  Amendment  or change of the certificate of incorporation shall be  authorized:    (1) If there are members entitled to vote thereon, by majority vote of  such members at a meeting as provided in paragraph (c)  of  section  613  (Vote of members).    (2)  If  there  are  no members entitled to vote thereon, by vote of a  majority of the entire board.    (b) Notwithstanding any provision in the certificate of  incorporation  or  by-laws, members of a class shall be entitled to vote and to vote as  a class upon the authorization of an amendment and, in addition  to  the  authorization  of  the  amendment  required  by  paragraph  (a) (1), the  amendment shall be authorized by majority vote of  the  members  of  the  class, when the proposed amendment would exclude or limit their right to  vote  on any matter except as such right may be limited by voting rights  given to members of an existing class or of a new class.    (c) Any one or more of the following changes may be authorized  by  or  pursuant to authorization of the board:    (1)   To  specify  or  change  the  location  of  the  office  of  the  corporation.    (2) 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.    (3) To make, revoke or change the designation of a  registered  agent,  or to specify or change the address of its registered agent.    (d)  This  section  shall  not alter the vote required under any other  section for the authorization of an amendment referred to  therein,  nor  alter the authority of the board to authorize amendments under any other  section.

State Codes and Statutes

Statutes > New-york > Npc > Article-8 > 802

§ 802. Authorization of amendment or change, class vote.    (a)  Amendment  or change of the certificate of incorporation shall be  authorized:    (1) If there are members entitled to vote thereon, by majority vote of  such members at a meeting as provided in paragraph (c)  of  section  613  (Vote of members).    (2)  If  there  are  no members entitled to vote thereon, by vote of a  majority of the entire board.    (b) Notwithstanding any provision in the certificate of  incorporation  or  by-laws, members of a class shall be entitled to vote and to vote as  a class upon the authorization of an amendment and, in addition  to  the  authorization  of  the  amendment  required  by  paragraph  (a) (1), the  amendment shall be authorized by majority vote of  the  members  of  the  class, when the proposed amendment would exclude or limit their right to  vote  on any matter except as such right may be limited by voting rights  given to members of an existing class or of a new class.    (c) Any one or more of the following changes may be authorized  by  or  pursuant to authorization of the board:    (1)   To  specify  or  change  the  location  of  the  office  of  the  corporation.    (2) 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.    (3) To make, revoke or change the designation of a  registered  agent,  or to specify or change the address of its registered agent.    (d)  This  section  shall  not alter the vote required under any other  section for the authorization of an amendment referred to  therein,  nor  alter the authority of the board to authorize amendments under any other  section.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Npc > Article-8 > 802

§ 802. Authorization of amendment or change, class vote.    (a)  Amendment  or change of the certificate of incorporation shall be  authorized:    (1) If there are members entitled to vote thereon, by majority vote of  such members at a meeting as provided in paragraph (c)  of  section  613  (Vote of members).    (2)  If  there  are  no members entitled to vote thereon, by vote of a  majority of the entire board.    (b) Notwithstanding any provision in the certificate of  incorporation  or  by-laws, members of a class shall be entitled to vote and to vote as  a class upon the authorization of an amendment and, in addition  to  the  authorization  of  the  amendment  required  by  paragraph  (a) (1), the  amendment shall be authorized by majority vote of  the  members  of  the  class, when the proposed amendment would exclude or limit their right to  vote  on any matter except as such right may be limited by voting rights  given to members of an existing class or of a new class.    (c) Any one or more of the following changes may be authorized  by  or  pursuant to authorization of the board:    (1)   To  specify  or  change  the  location  of  the  office  of  the  corporation.    (2) 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.    (3) To make, revoke or change the designation of a  registered  agent,  or to specify or change the address of its registered agent.    (d)  This  section  shall  not alter the vote required under any other  section for the authorization of an amendment referred to  therein,  nor  alter the authority of the board to authorize amendments under any other  section.