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.
Last modified: February 3, 2019