N.Y. BNK Law § 9003

§ 9003. Certificates; requirements, signing, filing, effectiveness. 1.\nEvery certificate or other instrument relating to a corporation or a\nforeign corporation which is delivered to the superintendent for filing\nunder this chapter shall be in the English language, except that the\ncorporate name may be in another language if written in English letters\nor characters.\n 2. Whenever such instrument is required to set forth an address, it\nshall include the street and number, or other particular description\ninstead of a street and number. This requirement does not apply where a\npost office address is specified to be set forth.\n 3. Whenever such instrument is required to set forth the date when an\norganization certificate was filed by the superintendent, the original\norganization certificate is meant.\n 4. Every such instrument required under this chapter to be signed and\ndelivered to the superintendent, except as otherwise provided in the\nsection providing for such instrument, shall be signed either (a) by the\nholders of all outstanding shares entitled to vote thereon, or (b) by\nthe chairman of the board, the president or vice president and by the\nsecretary or an assistant secretary or, in the case of a corporation\nwhich does not have a secretary or an assistant secretary, by the\ncashier or an assistant cashier, or (c) if there are no such officers,\nby a majority of the directors or such directors as are designated by\nthe majority of the directors in office, or (d) if also there are no\ndirectors, by the holders, or such of them as are designated by the\nholders of record of a majority of all outstanding shares entitled to\nvote thereon, or (e) if also there is no shareholder of record, by a\nsubscriber for shares whose subscription has been accepted or his\nsuccessor in interest, or (f) if also no subscription for shares has\nbeen accepted, by an incorporator. His name and the capacity in which\nany person signs such instrument shall be stated beneath or opposite his\nsignature. The person signing such instrument, or, if more than one\nperson signs it, one of such persons shall verify or acknowledge the\ninstrument if required by the section providing for such instrument.\n 5. No such instrument shall be filed unless it shall have endorsed\nthereon the approval of the superintendent. No certificate of\nauthentication or conformity or other proof shall be required with\nrespect to any verification, oath or acknowledgment of any instrument\ndelivered to the superintendent under this chapter, if such\nverification, oath or acknowledgment purports to have been made before a\nnotary public, or person performing the equivalent function, of one of\nthe states, or any subdivision thereof, of the United States or the\nDistrict of Columbia.\n 6. Except as otherwise provided in this chapter, such instrument shall\nbecome effective upon the filing thereof by the superintendent.\n