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This entry was published on 2014-09-22
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Change of name or charter
Education (EDN) CHAPTER 16, TITLE 1, ARTICLE 5, PART 1
§ 219. Change of name or charter. 1. The regents may, at any time, for
sufficient cause, by an instrument under their seal and recorded in
their office, change the name, or alter, suspend or revoke the charter
or certificate of incorporation of any domestic corporation which they
might incorporate under section two hundred sixteen, or any certificate
of authority of a foreign corporation which they have issued or to which
the commissioner has consented, (a) if subject to their visitation, or,
(b) if authorized, chartered or incorporated by the regents or under a
general law; provided that, unless on three-fourths request of the
trustees of the corporation, no name shall be changed and no charter or
certificate shall be altered, suspended or revoked, nor shall any rights
or privileges thereunder be suspended or repealed by the regents, until
they have mailed to the usual address of every director or trustee of
the corporation concerned at least thirty days' notice of a hearing when
any objections to the proposed change will be considered, and until
ordered by a vote at a meeting of the regents at which the notices have
specified that action is to be taken on the proposed change. A certified
copy of such order of the regents, under their seal, to change the name,
or alter, suspend or revoke a certificate of incorporation of any
domestic corporation filed by the department of state under a general
law, or certificate of authority of any foreign corporation filed by the
department of state under a general law, shall be delivered by the
regents to such department. The order shall become effective upon the
filing of such certified copy by the department of state.

2. Any notice to a trustee whose address is not readily ascertainable
may be mailed to him in care of the institution. Where it appears that
any institution incorporated by the regents has ceased to function, and
the regents after diligent effort are unable to ascertain the names of
the surviving trustees, if any, and their addresses or any address for
the institution formerly maintained by the corporation, and are
therefore unable to send the thirty-day notice to the trustees in the
manner prescribed in this section, they may give such thirty days'
notice by causing the same to be published once a week for three
successive weeks prior to the date of such hearing in a daily or weekly
newspaper published or printed in the place where the said corporation
or its principal office is or was located; or if there be no such paper,
then in a daily or weekly paper published or printed within the county,
if there be one, or, if not, in an adjoining county to that in which
such corporation or its principal office is or was located.

3. Whenever the trustees of any such corporation shall determine, upon
three-fourths vote to dissolve the corporation, they may petition the
regents to issue an order of dissolution. If it appears to the
satisfaction of the regents that there is no sufficient reason for the
continuance of the corporation that all taxes chargeable to the
corporation have been paid, and, if the corporation has stock
provisions, that the outstanding stock has been surrendered for
cancellation, the regents shall thereupon have power to dissolve the

4. Whenever the charter or incorporation of an institution is revoked
or an order of dissolution made pursuant to the provisions of this
section, it shall be the duty of the trustees and/or the custodians of
the permanent academic records of such institution to file the same with
the state education department, or with such other agency as may be
approved by said department where they shall be kept available for
future reference. In the event, however, that an application is made to
the supreme court for an order directing the disposition of assets of
such educational corporation pursuant to the provisions of section two
hundred twenty of this chapter and such order is thereupon made, the
disposition of such permanent academic records may be directed therein.
A copy of the order shall be filed with the education department by the
applicant and such order shall so provide.

5. An education corporation may file an assumed name certificate
pursuant to section one hundred thirty of the general business law,
provided that the consent of the regents is endorsed or annexed thereto.
Any education corporation that has filed an assumed name certificate
with the secretary of state prior to the effective date of this
subdivision shall file a copy of such certificate with the department no
later than ninety days after the effective date of this subdivision.