9008 – Indemnification of Directors and Officers by a Court.
§ 9008. Indemnification of directors and officers by a court. 1. Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board or of the shareholders in the specific case under section nine thousand seven, indemnification shall be awarded by a court to the extent authorized under section nine […]
8005 – Certificate of Amendment or of Change; Contents.
§ 8005. Certificate of amendment or of change; contents. 1. To accomplish any amendment or change, a certificate of amendment, entitled “Certificate of amendment of the organization certificate of ……….. (name of corporation) under section 8005 of the Banking Law” shall be signed, verified and filed as provided in section one thousand three. It shall […]
8006 – Provisions as to Certain Proceedings.
§ 8006. Provisions as to certain proceedings. 1. The superintendent shall not file a certificate of amendment reviving the existence of a corporation unless the consent of the state tax commission to the revival is delivered to the superintendent. If the name of the corporation being revived is not available under section three thousand one […]
7020 – Payment of Indemnification Other Than by Court Award.
§ 7020. Payment of indemnification other than by court award. 1. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section seven thousand nineteen shall be entitled to indemnification as authorized in such section. 2. Except as […]
7021 – Indemnification of Directors and Officers by a Court.
§ 7021. Indemnification of directors and officers by a court. 1. Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board of directors or of the stockholders in the specific case under section seven thousand twenty, indemnification shall be awarded by a court to the extent authorized under […]
7022 – Other Provisions Affecting Indemnification of Directors and Officers.
§ 7022. Other provisions affecting indemnification of directors and officers. 1. All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under subdivision three of section seven thousand twenty or allowed by a court under subdivision three of section seven thousand twenty-one shall be repaid in case […]
7023 – Insurance for Idemnification of Directors and Officers.
§ 7023. Insurance for idemnification of directors and officers. (a) Subject to subdivision (b), a corporation shall have power to purchase and maintain insurance: (1) To indemnify the corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this article, and (2) To indemnify […]
8001 – Right to Amend Organization Certificate.
§ 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. […]
8002 – Reduction of Capital Stock by Amendment.
§ 8002. Reduction of capital stock by amendment. A corporation may reduce its capital stock by an amendment of its organization certificate under section eight thousand one which: 1. Reduces the par value of any issued shares. 2. Changes issued shares under subdivision two (i) of section eight thousand one and results in a reduction […]
8003 – Authorization of Amendment or Change.
§ 8003. Authorization of amendment or change. 1. Amendment of the organization certificate may be authorized by vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of stockholders. 2. This section shall not alter the vote required by section six thousand sixteen or seven thousand nine […]