Legislation
SECTION 801
Right to amend certificate of incorporation
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 8
§ 801. Right to amend certificate of incorporation.
(a) A corporation may amend its certificate of incorporation, 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 certificate of incorporation filed at the time of making
such amendment.
(b) In particular, and without limitation upon such general power of
amendment, a corporation may amend its certificate of incorporation,
from time to time, so as:
(1) To change its corporate name.
(2) To enlarge, limit or otherwise change its corporate purposes.
(3) To strike out, change or add any provision not inconsistent with
this chapter or any other statute relating to the affairs of the
corporation, its rights or powers or the rights or powers of its
members, directors or officers, including any provision required or
permitted to be set forth in the by-laws.
(4) To extend its duration, or revive its existence if it has ceased
to exist because of the expiration of its period of duration. A
corporation may not however reduce its corporate duration.
(5) To specify, change or revoke the voting rights of its directors or
members or of any class of members.
(6) To specify or change the location of the office of the
corporation.
(7) To specify or change the post office address to which the
secretary of state shall mail a copy of any process against the
corporation served upon him.
(8) To make, revoke or change the designation of a registered agent,
or to specify or change the address of its registered agent.
(9) To authorize the issuance of capital certificates and to fix the
face value and terms of such certificates and the rights and privileges
of their holders and the manner in which the terms, rights and
privileges may be amended and to confer upon the holders of such
certificates the right to vote in the election of directors and upon any
other matters as may be set forth.
(10) To specify, change or delete the email address to which the
secretary of state shall email a notice that process against the
corporation has been electronically served upon him or her.
(c) A corporation created by special act may accomplish any or all
amendments permitted in this article, in the manner and subject to the
conditions provided in this article.
(a) A corporation may amend its certificate of incorporation, 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 certificate of incorporation filed at the time of making
such amendment.
(b) In particular, and without limitation upon such general power of
amendment, a corporation may amend its certificate of incorporation,
from time to time, so as:
(1) To change its corporate name.
(2) To enlarge, limit or otherwise change its corporate purposes.
(3) To strike out, change or add any provision not inconsistent with
this chapter or any other statute relating to the affairs of the
corporation, its rights or powers or the rights or powers of its
members, directors or officers, including any provision required or
permitted to be set forth in the by-laws.
(4) To extend its duration, or revive its existence if it has ceased
to exist because of the expiration of its period of duration. A
corporation may not however reduce its corporate duration.
(5) To specify, change or revoke the voting rights of its directors or
members or of any class of members.
(6) To specify or change the location of the office of the
corporation.
(7) To specify or change the post office address to which the
secretary of state shall mail a copy of any process against the
corporation served upon him.
(8) To make, revoke or change the designation of a registered agent,
or to specify or change the address of its registered agent.
(9) To authorize the issuance of capital certificates and to fix the
face value and terms of such certificates and the rights and privileges
of their holders and the manner in which the terms, rights and
privileges may be amended and to confer upon the holders of such
certificates the right to vote in the election of directors and upon any
other matters as may be set forth.
(10) To specify, change or delete the email address to which the
secretary of state shall email a notice that process against the
corporation has been electronically served upon him or her.
(c) A corporation created by special act may accomplish any or all
amendments permitted in this article, in the manner and subject to the
conditions provided in this article.