§ 807. Restated certificate of incorporation.\n (a) A corporation, when authorized by the board, may restate in a\nsingle certificate the text of its certificate of incorporation without\nmaking any amendment or change thereby, except that it may include any\none or more of the amendments or changes which may be authorized by the\nboard without a vote of shareholders under this chapter. Alternatively,\na corporation may restate in a single certificate the text of its\ncertificate of incorporation as amended thereby to effect any one or\nmore of the amendments or changes authorized by this chapter, when\nauthorized by the required vote of the holders of shares entitled to\nvote thereon.\n (b) A restated certificate of incorporation, entitled "Restated\ncertificate of incorporation ....... (name of corporation) under section\n807 of the Business Corporation Law", shall be signed and delivered to\nthe department of state. It shall set forth:\n (1) The name of the corporation and, if it has been changed, the name\nunder which it was formed.\n (2) The date its certificate of incorporation was filed by the\ndepartment of state.\n (3) If the restated certificate restates the text of the certificate\nof incorporation without making any amendment or change, then a\nstatement that the text of the certificate of incorporation is thereby\nrestated without amendment or change to read as therein set forth in\nfull.\n (4) If the restated certificate restates the text of the certificate\nof incorporation as amended or changed thereby, then a statement that\nthe certificate of incorporation is amended or changed to effect one or\nmore of the amendments or changes authorized by this chapter, specifying\neach such amendment or change and that the text of the certificate of\nincorporation is thereby restated as amended or changed to read as\ntherein set forth in full.\n (5) If an amendment, effected by the restated certificate, provides\nfor a change of issued shares, the number and kind of shares changed,\nthe number and kind of shares resulting from such change and the terms\nof change. If any amendment makes two or more such changes, a like\nstatement shall be included in respect to each such change.\n (6) If the restated certificate contains an amendment which effects a\nreduction of stated capital, then a statement of the manner in which the\nsame is effected and the amounts from which and to which stated capital\nis reduced.\n (7) The manner in which the restatement of the certificate of\nincorporation was authorized.\n (c) A restated certificate need not include statements as to the\nincorporator or incorporators, the original subscribers for shares or\nthe first directors.\n (d) Any amendment or change under this section shall be subject to any\nother section, not inconsistent with this section, which would be\napplicable if a separate certificate were filed to effect such amendment\nor change.\n (e) Notwithstanding that the corporation would be required by any\nstatute to secure from any state official, department, board, agency or\nother body, any consent or approval to the filing of its certificate of\nincorporation or a certificate of amendment, such consent or approval\nshall not be required with respect to the restated certificate if such\ncertificate makes no amendment and if any previously required consent or\napproval had been secured.\n (f) Upon filing by the department, the original certificate of\nincorporation shall be superseded and the restated certificate of\nincorporation, including any amendments and changes made thereby, shall\nbe the certificate of incorporation of the corporation.\n
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