§ 804 — Approvals, notices and effect

§ 804. Approvals, notices and effect.\n (a) (i) A certificate of amendment shall not be filed if the amendment\nadds, changes or eliminates a purpose, power or provision the inclusion\nof which in a certificate of incorporation requires consent or approval\nof a governmental body or officer or any other person or body, or if the\namendment changes the name of a corporation whose certificate of\nincorporation had such consent or approval endorsed thereon or annexed\nthereto, unless such consent or approval is no longer required or is\nendorsed on or annexed to the certificate of amendment. A certificate of\namendment adding, changing or eliminating a purpose, power or provision\nthe inclusion of which in a certificate of incorporation requires the\nincorporator to send such certificate to a governmental body or officer\nor any other person or body, or if the amendment changes the name of a\ncorporation whose certificate of incorporation was required to be\ndelivered by the incorporator to a governmental body or officer or any\nother person or body, shall be delivered by the person or entity filing\nthe certificate of amendment within thirty business days after the\ncorporation receives confirmation from the department of state that the\ncertificate has been accepted for filing.\n (ii) Every certificate of amendment of a charitable corporation which\nseeks to change or eliminate a purpose or power enumerated in the\ncorporation's certificate of incorporation, or to add a power or purpose\nnot enumerated therein, shall have endorsed thereon or annexed thereto\nthe approval of either (A) the attorney general, or (B) a justice of the\nsupreme court of the judicial district in which the office of the\ncorporation is located. At any time, including if the attorney general\ndoes not approve a certificate of amendment submitted pursuant to clause\n(A) of this subparagraph, or if the attorney general concludes that\ncourt review is appropriate, the corporation may apply for approval of\nthe amendment to a justice of the supreme court of the judicial district\nin which the office of the corporation is located. Any application for\napproval of a certificate of amendment by the supreme court pursuant to\nthis paragraph shall be on ten days' written notice to the attorney\ngeneral.\n (b) The department of state shall not file a certificate of amendment\nreviving the existence of a corporation unless the consent or approval\nof a governmental body or officer or any other person or body required\nto be endorsed on or annexed to the certificate of incorporation of a\ncorporation formed for similar purposes, is attached thereto, or, if\nnotice to the attorney-general was required prior to the filing of its\ncertificate of incorporation, the certificate of amendment should\nindicate that such notice has been given as required by law.\n (c) The department of state shall not file a certificate of amendment\nreviving the existence of a corporation if the name of the corporation\nbeing revived is not available under section 301 (Corporate name;\ngeneral) for use by a corporation then being formed under this chapter,\nunless the certificate of amendment shall change the name to one which\nis available for such use.\n (d) No amendment or change shall affect any existing cause of action\nin favor of or against the corporation, or any pending suit to which it\nshall be a party, or the existing rights of persons other than members;\nand in the event the corporate name shall be changed, no suit brought by\nor against the corporation under its former name shall abate for that\nreason.\n (e) Notwithstanding any law to the contrary, a certificate of\namendment of a corporation whose statement of purposes specifically\nincludes the establishment or operation of a child day care center, as\nthat term is defined in section three hundred ninety of the social\nservices law, shall provide a certified copy of such certificate to the\noffice of children and family services within thirty days after the\nfiling of such certificate with the department of state.\n