§ 219 — Change of name or charter

§ 219. Change of name or charter. 1. The regents may, at any time, for\nsufficient cause, by an instrument under their seal and recorded in\ntheir office, change the name, or alter, suspend or revoke the charter\nor certificate of incorporation of any domestic corporation which they\nmight incorporate under section two hundred sixteen, or any certificate\nof authority of a foreign corporation which they have issued or to which\nthe commissioner has consented, (a) if subject to their visitation, or,\n(b) if authorized, chartered or incorporated by the regents or under a\ngeneral law; provided that, unless on three-fourths request of the\ntrustees of the corporation, no name shall be changed and no charter or\ncertificate shall be altered, suspended or revoked, nor shall any rights\nor privileges thereunder be suspended or repealed by the regents, until\nthey have mailed to the usual address of every director or trustee of\nthe corporation concerned at least thirty days' notice of a hearing when\nany objections to the proposed change will be considered, and until\nordered by a vote at a meeting of the regents at which the notices have\nspecified that action is to be taken on the proposed change. A certified\ncopy of such order of the regents, under their seal, to change the name,\nor alter, suspend or revoke a certificate of incorporation of any\ndomestic corporation filed by the department of state under a general\nlaw, or certificate of authority of any foreign corporation filed by the\ndepartment of state under a general law, shall be delivered by the\nregents to such department. The order shall become effective upon the\nfiling of such certified copy by the department of state.\n 2. Any notice to a trustee whose address is not readily ascertainable\nmay be mailed to him in care of the institution. Where it appears that\nany institution incorporated by the regents has ceased to function, and\nthe regents after diligent effort are unable to ascertain the names of\nthe surviving trustees, if any, and their addresses or any address for\nthe institution formerly maintained by the corporation, and are\ntherefore unable to send the thirty-day notice to the trustees in the\nmanner prescribed in this section, they may give such thirty days'\nnotice by causing the same to be published once a week for three\nsuccessive weeks prior to the date of such hearing in a daily or weekly\nnewspaper published or printed in the place where the said corporation\nor its principal office is or was located; or if there be no such paper,\nthen in a daily or weekly paper published or printed within the county,\nif there be one, or, if not, in an adjoining county to that in which\nsuch corporation or its principal office is or was located.\n 3. Whenever the trustees of any such corporation shall determine, upon\nthree-fourths vote to dissolve the corporation, they may petition the\nregents to issue an order of dissolution. If it appears to the\nsatisfaction of the regents that there is no sufficient reason for the\ncontinuance of the corporation that all taxes chargeable to the\ncorporation have been paid, and, if the corporation has stock\nprovisions, that the outstanding stock has been surrendered for\ncancellation, the regents shall thereupon have power to dissolve the\ncorporation.\n 4. Whenever the charter or incorporation of an institution is revoked\nor an order of dissolution made pursuant to the provisions of this\nsection, it shall be the duty of the trustees and/or the custodians of\nthe permanent academic records of such institution to file the same with\nthe state education department, or with such other agency as may be\napproved by said department where they shall be kept available for\nfuture reference. In the event, however, that an application is made to\nthe supreme court for an order directing the disposition of assets of\nsuch educational corporation pursuant to the provisions of section two\nhundred twenty of this chapter and such order is thereupon made, the\ndisposition of such permanent academic records may be directed therein.\nA copy of the order shall be filed with the education department by the\napplicant and such order shall so provide.\n 5. An education corporation may file an assumed name certificate\npursuant to section one hundred thirty of the general business law,\nprovided that the consent of the regents is endorsed or annexed thereto.\nAny education corporation that has filed an assumed name certificate\nwith the secretary of state prior to the effective date of this\nsubdivision shall file a copy of such certificate with the department no\nlater than ninety days after the effective date of this subdivision.\n