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This entry was published on 2014-09-22
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SECTION 8001
Right to amend organization certificate
Banking (BNK) CHAPTER 2, ARTICLE 15, TITLE 8
§ 8001. Right to amend organization certificate. 1. A corporation may
amend its organization certificate, from time to time, in any and as
many respects as may be desired, if such amendment contains only such
provisions as might be lawfully contained in an original organization
certificate filed at the time of making such amendment.

2. In particular, and without limitation upon such general power of
amendment, a corporation may amend its organization certificate, from
time to time, so as:

(a) To change its corporate name.

(b) In the case of a bank or trust company, to change its corporate
powers in accordance with section ninety-four.

(c) To extend the duration of the corporation or, if the corporation
ceased to exist because of the expiration of the duration specified in
its organization certificate, to revive its existence.

(d) To increase or decrease the number of its directors, or to provide
that the number of its directors shall be not less than a stated minimum
nor more than a stated maximum; provided that in either case the number
of directors shall not be less than the minimum prescribed in this
chapter, and provided further that the number of the directors may be
increased notwithstanding any maximum number prescribed by any special
law.

(e) To increase or decrease the aggregate number of shares, or shares
of any class or series, which the corporation shall have authority to
issue.

(f) To eliminate from authorized shares any class of shares, or any
shares of any class, whether issued or unissued.

(g) To increase the par value of any authorized shares of any class,
whether issued or unissued.

(h) To reduce the par value of any authorized shares of any class,
whether issued or unissued.

(i) To change any authorized shares, whether issued or unissued, into
a different number of shares of the same class or into the same or a
different number of shares of any one or more classes or any series
thereof.

(j) To fix, change or abolish the designation of any authorized class
or any series thereof, or any of the relative rights, preferences and
limitations of any shares of any authorized class or any series thereof,
whether issued or unissued, including any provisions in respect of any
undeclared dividends, whether or not cumulative or accrued, or the
redemption of any shares, or any preemptive right to acquire shares or
other securities.

(k) As to the shares of any preferred class, then or theretofore
authorized, which may be issued in series, to grant authority to the
board or to change or revoke the authority of the board to establish and
designate series and to fix the number of shares and the relative
rights, preferences and limitations as between series.

(l) To strike out, change or add any provision, not inconsistent with
this chapter or any other statute, relating to the business of the
corporation, its affairs, its rights or powers, or the rights or powers
of its stockholders, directors or officers, including any provision
which under this chapter is required or permitted to be set forth in the
by-laws.

3. A corporation created by special act may accomplish any or all
amendments permitted in this title, in the manner and subject to the
conditions provided in this subarticle.

4. A corporation may not change the location of its office under this
section.