§ 7 — Changing articles of association

New York § 7

• Jurisdiction: New York
• Law GAS: General Associations
• Art. 2: Joint-stock Associations

Text

§ 7. Changing articles of association. Any change in the articles of\nassociation of a joint-stock association not inconsistent with law may\nbe made with the consent of all its stockholders, or otherwise, as the\narticles of association may provide. Unless the articles of association\nof a joint-stock association contain provisions to the contrary, its\ndirectors may be increased or reduced to not less than three; its\ncapital stock may be increased or reduced; or the term of its existence\nmay be extended, with the consent of its stockholders owning at least\ntwo-thirds of its stock issued and outstanding, on the following terms\nand conditions: The consent of the requisite number of stockholders\nmust be given by vote, or by writing presented and filed, at a regular\nor regularly called special meeting. Notice of the time and place of\nsuch meeting, with notice of the proposed change, must be personally\nserved on each stockholder of the association at least thirty days\nbefore the meeting, or by mailing it to such stockholder at his\nlast-known post-office address at least sixty days before the meeting.\nThe amount of its capital stock shall not be reduced below the amount of\nits paid-up capital stock, nor shall it be reduced if the liabilities of\nthe association exceed its assets.\n