State Codes and Statutes
Statutes > New-york > Rco > Article-19 > 405§ 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 hundrd 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.
