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This entry was published on 2017-06-23
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Re-incorporation of existing corporation
Religious Corporations (RCO) CHAPTER 51, ARTICLE 19
§ 405. Re-incorporation of existing corporation. Any previously
incorporated society, to which this article is applicable, may
re-incorporate it under the provisions of this article by the same
procedure set forth for incorporation, substituting at appropriate
places the word "re-incorporate" for "incorporate" and by filing the
certificate of incorporation in the office of the county clerk in the
county in which its principal place of worship or office is located.
Notwithstanding the provisions of section four hundred two of this
article, the requirements for a quorum for the general transaction of
business as set forth in the by-laws of the existing corporation, shall
determine the requirements for a quorum at a meeting for
re-incorporation pursuant to this section, unless there shall be no such
provision in the said by-laws, in which case the requirements for a
quorum set forth in section four hundred two shall govern.

The re-incorporated corporation shall be deemed a continuation of the
previously organized corporation, but thereafter it shall have only such
rights and powers and be subject only to such obligations as any other
corporation created under this article nineteen, provided, however, that
all property rights and liabilities of the previously organized
corporation shall be vested in and assumed by the re-incorporated
corporation. The corporate by-laws and officers of the re-incorporated
corporation shall be the same as those of its predecessor until changed
pursuant to the said by-laws.