§ 805. Restated certificate of incorporation.\n (a) A corporation, when authorized by the board, may restate in a\nsingle certificate the text of its certificate of incorporation without\nmaking any amendment or change thereby, except that it may include any\none or more of the amendments or changes which may be authorized by the\nboard without a vote of members under this chapter. Alternatively, a\ncorporation may restate in a single certificate the text of its\ncertificate of incorporation as amended thereby to effect any one or\nmore of the amendments or changes authorized by this chapter, when\nauthorized as required by section 802 (Authorization of amendment or\nchange, class vote).\n (b) A restated certificate of incorporation, entitled "Restated\ncertificate of incorporation of ..
Free access — add to your briefcase to read the full text and ask questions with AI
§ 805. Restated certificate of incorporation.\n (a) A corporation, when authorized by the board, may restate in a\nsingle certificate the text of its certificate of incorporation without\nmaking any amendment or change thereby, except that it may include any\none or more of the amendments or changes which may be authorized by the\nboard without a vote of members under this chapter. Alternatively, a\ncorporation may restate in a single certificate the text of its\ncertificate of incorporation as amended thereby to effect any one or\nmore of the amendments or changes authorized by this chapter, when\nauthorized as required by section 802 (Authorization of amendment or\nchange, class vote).\n (b) A restated certificate of incorporation, entitled "Restated\ncertificate of incorporation of .................... (name of\ncorporation) under section 805 of the Not-for-Profit Corporation Law",\nshall be signed and delivered to the department of state. It shall set\nforth:\n (1) The name of the corporation and, if it has been changed, the name\nunder which it was formed.\n (2) The date its certificate of incorporation was filed by the\ndepartment of state.\n (3) If the restated certificate restates the text of the certificate\nof incorporation without making any amendment or change, then a\nstatement that the text of the certificate of incorporation is thereby\nrestated without amendment or change to read as therein set forth in\nfull.\n (4) If the restated certificate restates the text of the certificate\nof incorporation as amended or changed thereby, then a statement that\nthe certificate of incorporation is amended or changed to effect one or\nmore of the amendments or changes authorized by this chapter, specifying\neach such amendment or change and that the text of the certificate of\nincorporation is thereby restated as amended or changed to read as\ntherein set forth in full.\n (5) The manner in which the restatement of the certificate of\nincorporation was authorized.\n (c) A restated certificate need not include statements as to the\nincorporator or incorporators, or the first directors.\n (d) 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 (e) Notwithstanding that the corporation would be required by any\nstatute to secure from any supreme court justice, governmental body or\nofficer, or other person or body, any consent or approval to the filing\nof its certificate of incorporation or a certificate of amendment, such\nconsent or approval shall not be required with respect to the restated\ncertificate if such certificate makes no amendment and if any previously\nrequired consent or approval had been secured.\n (f) Upon filing by the department, the original certificate of\nincorporation shall be superseded and the restated certificate of\nincorporation, including any amendments and changes made thereby, shall\nbe the certificate of incorporation of the corporation.\n