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State or change the address to which the Secretary of State must send a copy of
any process served on the Secretary;
•
Designate, change or revoke the designation of a registered agent; or
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Authorize the issuance of capital certificates and fix their value and terms and
the rights and privileges of their holders.
Pursuant to Article 8 of the N-PCL, a New York Not-for-Profit Corporation may re-state its
Certificate of Incorporation to:
•
Restate in a single certificate the text of its Certificate of
Incorporation without making any amendment or change, except
that it may include any amendments or changes which may be
authorized by its board without a vote of its members, or
•
Restate in a single certificate the text of its Certificate of
Incorporation as amended to include any amendments or
changes authorized by the N-PCL.
A restated Certificate of Incorporation must be entitled "Restated Certificate of Incorporation of
(Name of Corporation) under section 805 of the Not-for-Profit Corporation Law" and must include:
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The name of the corporation and, if it has been changed, the name
under which it was formed.
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The date its Certificate of Incorporation was filed by the Department of State.
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If the restated certificate restates the text of the Certificate of
Incorporation without making any amendment or change, a statement
that the text of the Certificate of Incorporation is restated, without
amendment or change, and the restated certificate must be set forth in
full.
•
If the restated certificate restates the text of the Certificate of
Incorporation as amended or changed thereby, a statement that the
Certificate of Incorporation is amended or changed to include one
or more amendments or changes authorized by the N-PCL and
specifying each amendment or change and that the text of the
Certificate of Incorporation is restated as amended or changed.
Also, the restated certificate must be set forth in full.
•
A statement as to the manner in which the restated certificate was authorized.
Note: Approval or consent of the Supreme Court, the Attorney General or any other governmental
body or officer, or other person or body, which was required for the corporation’s Certificate of