N.Y. RCO Law § 405

§ 405. Re-incorporation of existing corporation. Any previously\nincorporated society, to which this article is applicable, may\nre-incorporate it under the provisions of this article by the same\nprocedure set forth for incorporation, substituting at appropriate\nplaces the word "re-incorporate" for "incorporate" and by filing the\ncertificate of incorporation in the office of the county clerk in the\ncounty in which its principal place of worship or office is located.\nNotwithstanding the provisions of section four hundred two of this\narticle, the requirements for a quorum for the general transaction of\nbusiness as set forth in the by-laws of the existing corporation, shall\ndetermine the requirements for a quorum at a meeting for\nre-incorporation pursuant to this section, unless there shall be no such\nprovision in the said by-laws, in which case the requirements for a\nquorum set forth in section four hundred two shall govern.\n The re-incorporated corporation shall be deemed a continuation of the\npreviously organized corporation, but thereafter it shall have only such\nrights and powers and be subject only to such obligations as any other\ncorporation created under this article nineteen, provided, however, that\nall property rights and liabilities of the previously organized\ncorporation shall be vested in and assumed by the re-incorporated\ncorporation. The corporate by-laws and officers of the re-incorporated\ncorporation shall be the same as those of its predecessor until changed\npursuant to the said by-laws.\n