§ 8007 — Restated organization certificate

§ 8007. Restated organization certificate. 1. A corporation, when\nauthorized by the board, may restate in a single certificate the text of\nits organization certificate, as amended theretofore, without making any\nfurther amendment or change thereby, except that it may include any one\nor more of the amendments or changes which may be authorized by the\nboard without a vote of stockholders under this chapter. Alternatively,\na corporation may restate in a single certificate the text of its\norganization certificate, as amended theretofore, and as further amended\nthereby to effect any one or more of the amendments or changes\nauthorized by this chapter, when authorized by the required vote of the\nholders of shares entitled to vote thereon.\n 2. A restated organization certificate entitled "Restated organization\ncertificate of ............. (name of corporation) under section 8007 of\nthe Banking Law" shall be signed, verified and filed as provided in\nsection one thousand three. It shall set forth:\n (a) The name of the corporation and, if it has been changed, the name\nunder which it was formed.\n (b) The date its organization certificate was filed by the\nsuperintendent.\n (c) If the restated certificate restates the text of the organization\ncertificate, as amended theretofore, without making any further\namendment or change, then a statement that the text of the organization\ncertificate, as amended theretofore, is thereby restated without further\namendment or change to read as therein set forth in full.\n (d) If the restated certificate restates the text of the organization\ncertificate, as amended theretofore, and as further amended or changed\nthereby, then a statement that the organization certificate is amended\nor changed to effect one or more of the amendments or changes authorized\nby this chapter, specifying each such amendment or change and that the\ntext of the organization certificate, as amended theretofore, is thereby\nrestated as further amended or changed to read as therein set forth in\nfull.\n (e) If any such amendment, effected by the restated certificate,\nprovides for a change or elimination of issued shares, and if the manner\nin which the same shall be effected is not set forth in such amendment,\nthen a statement of the manner in which the same shall be effected.\n (f) If the restated certificate contains an amendment which effects a\nreduction of capital stock, then a statement of the manner in which the\nsame is effected and the amounts from which and to which capital stock\nis reduced.\n (g) The manner in which the restatement of the organization\ncertificate was authorized.\n 3. A restated certificate need not include statements as to the\nincorporators, the original subscribers for shares or the first\ndirectors.\n 4. Any amendment or change under this section shall be subject to any\nother section, not inconsistent with this section, which would be\napplicable if a separate certificate were filed to effect such amendment\nor change.\n 5. Upon filing by the superintendent, the original organization\ncertificate, as amended theretofore, shall be superseded and the\nrestated organization certificate, including any further amendments and\nchanges made thereby, shall be the organization certificate of the\ncorporation.\n