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New York Consolidated Laws, Not-For-Profit Corporation Law - NPC § 802. Authorization of amendment or change, class vote

Current as of January 01, 2026 | Updated by Findlaw Staff

(a) Amendment or change of the certificate of incorporation shall be authorized:

(1) If there are members entitled to vote thereon, by majority vote of such members at a meeting as provided in paragraph (c) of section 613 (Vote of members).

(2) If there are no members entitled to vote thereon, by vote of a majority of the entire board.

(b) Notwithstanding any provision in the certificate of incorporation or by-laws, members of a class shall be entitled to vote and to vote as a class upon the authorization of an amendment and, in addition to the authorization of the amendment required by paragraph (a)(1), the amendment shall be authorized by majority vote of the members of the class, when the proposed amendment would exclude or limit their right to vote on any matter except as such right may be limited by voting rights given to members of an existing class or of a new class.

(c) Any one or more of the following changes may be authorized by or pursuant to authorization of the board:

(1) To specify or change the location of the office of the corporation.

(2) 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.

(3) To make, revoke or change the designation of a registered agent, or to specify or change the address of its registered agent.

(4) To specify, change or delete the email address to which the secretary of state shall email a notice of the fact that process against the corporation has been electronically served upon him or her.

(d) This section shall not alter the vote required under any other section for the authorization of an amendment referred to therein, nor alter the authority of the board to authorize amendments under any other section.

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Cite this article: FindLaw.com - New York Consolidated Laws, Not-For-Profit Corporation Law - NPC § 802. Authorization of amendment or change, class vote - last updated January 01, 2026 | https://codes.findlaw.com/ny/notforprofit-corporation-law/npc-sect-802/

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