§ 301. Qualification. The certificate of incorporation of any
corporation organized for the purpose of acquiring, maintaining, and
operating the facilities of a railroad corporation of the kind described
in section three hundred may provide that such new corporation elects to
qualify as a railroad redevelopment corporation under and pursuant to
the provisions of this article; and any railroad corporation of the kind
described in section three hundred may, by action pursuant to article
eight of the business corporation law, amend its certificate of
incorporation to include therein a like provision. The term "certificate
of incorporation, " when used in this article, shall include any special
law creating a railroad corporation and also the special laws and the
certificates filed pursuant to law amendatory of and supplementary to
such special law.

Upon the acceptance for filing of such certificate of incorporation or
amendment, as the case may be, such corporation shall qualify as and be
a railroad redevelopment corporation hereunder, and shall continue as
such for twelve years thereafter or until the earlier termination of its
qualification pursuant to section three hundred eleven; provided,
however, that the secretary of state shall not accept any such
certificate of incorporation or amendment for filing unless it shall be
accompanied by a certificate of approval of such qualification executed
by the commissioner of transportation and by a certified copy of an
order of the bankruptcy court dismissing the pending proceedings in
which such corporation is a debtor, subject to such terms and conditions
as the court may fix in connection with winding up the proceedings. In
the event another state agency shall be authorized by law to execute a
certificate of approval for any railroad corporation, the certificate of
approval for any such corporation shall also be executed by such agency.