§ 807. Restated certificate of incorporation.

(a) A corporation, when authorized by the board, may restate in a
single certificate the text of its certificate of incorporation without
making any amendment or change thereby, except that it may include any
one or more of the amendments or changes which may be authorized by the
board without a vote of shareholders under this chapter. Alternatively,
a corporation may restate in a single certificate the text of its
certificate of incorporation as amended thereby to effect any one or
more of the amendments or changes authorized by this chapter, when
authorized by the required vote of the holders of shares entitled to
vote thereon.

(b) A restated certificate of incorporation, entitled "Restated
certificate of incorporation ....... (name of corporation) under section
807 of the Business Corporation Law", shall be signed and delivered to
the department of state. It shall set forth:

(1) The name of the corporation and, if it has been changed, the name
under which it was formed.

(2) The date its certificate of incorporation was filed by the
department of state.

(3) If the restated certificate restates the text of the certificate
of incorporation without making any amendment or change, then a
statement that the text of the certificate of incorporation is thereby
restated without amendment or change to read as therein set forth in
full.

(4) If the restated certificate restates the text of the certificate
of incorporation as amended or changed thereby, then a statement that
the certificate of incorporation is amended or changed to effect one or
more of the amendments or changes authorized by this chapter, specifying
each such amendment or change and that the text of the certificate of
incorporation is thereby restated as amended or changed to read as
therein set forth in full.

(5) If an amendment, effected by the restated certificate, provides
for a change of issued shares, the number and kind of shares changed,
the number and kind of shares resulting from such change and the terms
of change. If any amendment makes two or more such changes, a like
statement shall be included in respect to each such change.

(6) If the restated certificate contains an amendment which effects a
reduction of stated capital, then a statement of the manner in which the
same is effected and the amounts from which and to which stated capital
is reduced.

(7) The manner in which the restatement of the certificate of
incorporation was authorized.

(c) A restated certificate need not include statements as to the
incorporator or incorporators, the original subscribers for shares or
the first directors.

(d) Any amendment or change under this section shall be subject to any
other section, not inconsistent with this section, which would be
applicable if a separate certificate were filed to effect such amendment
or change.

(e) Notwithstanding that the corporation would be required by any
statute to secure from any state official, department, board, agency or
other body, any consent or approval to the filing of its certificate of
incorporation or a certificate of amendment, such consent or approval
shall not be required with respect to the restated certificate if such
certificate makes no amendment and if any previously required consent or
approval had been secured.

(f) Upon filing by the department, the original certificate of
incorporation shall be superseded and the restated certificate of
incorporation, including any amendments and changes made thereby, shall
be the certificate of incorporation of the corporation.