§ 7-a. Incorporation of joint-stock association. 1. Any joint-stock\nassociation transacting business within this state under this chapter\nand created by or under the laws of this state on or before January\nfirst, nineteen hundred sixty-four may be incorporated under the\nbusiness corporation law for a purpose or purposes for which a\ncorporation may be formed under such law, in accordance with the\nfollowing provisions of this section.\n 2. (a) The certificate of incorporation of a joint-stock association\nto be incorporated pursuant to this section shall be entitled\n"Certificate of incorporation of .................... (name of\ncorporation) under section four hundred two of the business corporation\nlaw and section seven-a of the general associations law," shall be\nsigned by the president of the joint-stock association as the\nincorporator, with his name and address stated beneath or opposite his\nsignature, acknowledged by him and delivered to the department of state,\nand shall set forth the matters required or permitted to be set forth in\na certificate of incorporation under section four hundred two of the\nbusiness corporation law and shall also set forth:\n (1) The name and date of organization of the joint-stock association\nto be incorporated.\n (2) The number of outstanding shares of each class and series of the\njoint-stock association, specifying the classes and series entitled to\nvote and further specifying each class and series, if any, entitled to\nvote as a class, and a statement of the basis upon which and the manner\nin which such shares shall be converted into, or exchangeable for, the\nshares or other securities of the corporation, or the cash or other\nconsideration which is to be paid or delivered in exchange for shares of\nthe joint-stock association, or a combination thereof.\n (3) A statement that the signer of the certificate of incorporation is\nthe president of the joint-stock association and that he has been\nauthorized by the stockholders of the joint-stock association, in\naccordance with the provisions of subdivision three of this section, to\nsign, acknowledge and deliver the certificate to the department of state\nfor the purpose of incorporating the joint-stock association.\n (b) (1) Notwithstanding the provisions of section three hundred one of\nthe business corporation law, the corporation may have the same name as\nthe joint-stock association to be incorporated, and shall not be\nrequired to add to, modify or otherwise change such name, if the\njoint-stock association has transacted business in this state under such\nname continuously since January first, nineteen hundred twelve.\n (2) Subject to the requirements of the business corporation law, the\ncertificate of incorporation approved in accordance with the provisions\nof subdivision three of this section may make any change in the purpose\nor purposes of the joint-stock association, in the shares which it shall\nhave authority to issue and in its duration and may contain any\nprovision, not inconsistent with law, which is permitted to be set forth\nin a certificate of incorporation under section four hundred two of the\nbusiness corporation law.\n 3. The incorporation of a joint-stock association as provided in this\nsection shall be authorized in the following manner:\n (a) The board of directors of the joint-stock association shall call a\nmeeting of its stockholders for the following purposes:\n (1) To authorize the incorporation of the joint-stock association\npursuant to this section, to approve the certificate of incorporation\nproposed to be made and delivered for such purpose and to authorize the\npresident of the joint-stock association to sign, acknowledge and\ndeliver to the department of state such certificate of incorporation for\nfiling pursuant to this section; and\n (2) To adopt by-laws of the corporation to take effect upon the filing\nof the certificate of incorporation by the department of state, whi
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