§ 803 — Authorization of amendment or change

New York § 803

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 8: Amendments and Changes

Text

§ 803. Authorization of amendment or change.\n (a) Amendment or change of the certificate of incorporation may be\nauthorized by vote of the board, followed by vote of a majority of all\noutstanding shares entitled to vote thereon at a meeting of\nshareholders; provided, however, that, whenever the certificate of\nincorporation requires action by the board of directors, by the holders\nof any class or series of shares, or by the holders of any other\nsecurities having voting power by the vote of a greater number or\nproportion than is required by any section of this article, the\nprovision of the certificate of incorporation requiring such greater\nvote shall not be altered, amended, or repealed except by such greater\nvote; and provided further that an amendment to the certificate of\nincorporation for the purpose of reducing the requisite vote by the\nholders of any class or series of shares or by the holders of any other\nsecurities having voting power that is otherwise provided for in any\nsection of this chapter that would otherwise require more than a\nmajority of the votes of all outstanding shares entitled to vote thereon\nshall not be adopted except by the vote of such holders of class or\nseries of shares or by such holders of such other securities having\nvoting power that is at least equal to that which would be required to\ntake the action provided in such other section of this chapter.\n (b) Alternatively, any one or more of the following changes may be\nauthorized by or pursuant to authorization of the board:\n (1) To specify or change the location of the corporation's office.\n (2) To specify or change the post office address to which the\nsecretary of state shall mail a copy of any process against the\ncorporation served upon him.\n (3) To make, revoke or change the designation of a registered agent,\nor to specify or change the address of its registered agent.\n (4) To specify, change or delete the email address to which the\nsecretary of state shall email a notice of the fact that process against\nthe corporation has been electronically served upon him or her.\n (c) This section shall not alter the vote required under any other\nsection for the authorization of an amendment referred to therein, nor\nalter the authority of the board to authorize amendments under any other\nsection.\n (d) Amendment or change of the certificate of incorporation of a\ncorporation which has no shareholders of record, no subscribers for\nshares whose subscriptions have been accepted and no directors may be\nauthorized by the sole incorporator or a majority of the incorporators.\n