Not-For-Profit Corporation

ยง 404. Approvals, notices and consents.

  (a) Every certificate of incorporation which includes among its purposes the formation of a trade or business association shall have endorsed thereon or annexed thereto the consent of the attorney-general.

  (b) (1) Every certificate of incorporation which includes among its purposes the care of destitute, delinquent, abandoned, neglected or dependent children; the establishment or operation of any adult care facility, or the establishment or operation of a residential program for victims of domestic violence as defined in subdivision four of section four hundred fifty-nine-a of the social services law, or the placing-out or boarding-out of children or a home or shelter for unmarried mothers, excepting the establishment or maintenance of a hospital or facility providing health-related services as those terms are defined in article twenty-eight of the public health law and a facility for which an operating certificate is required by articles sixteen, nineteen, twenty-two and thirty-one of the mental hygiene law; or the solicitation of contributions for any such purpose or purposes, shall have endorsed thereon or annexed thereto the approval of the commissioner of the office of children and family services or with respect to any adult care facility, the commissioner of health.

  (2) A corporation whose statement of purposes specifically includes the establishment or operation of a child day care center, as that term is defined in section three hundred ninety of the social services law, shall mail a certified copy of the certificate of incorporation, each amendment thereto, and any certificate of merger, consolidation or dissolution involving such corporation to the office of children and family services within thirty days after receipt of confirmation of the filing of such certificate, amendment, merger, consolidation or dissolution with the department of state. This requirement shall also apply to any foreign corporation filing an application for authority under section thirteen hundred four of this chapter, any amendments thereto, and any surrender of authority or termination of authority in this state of such corporation.

  (c) Every certificate of incorporation which includes among the purposes of the corporation, the establishment, maintenance and operation of a hospital service or a health service or a medical expense indemnity plan or a dental expense indemnity plan as permitted in article forty-three of the insurance law, shall have endorsed thereon or annexed thereto the approval of the superintendent of financial services and the commissioner of health.

  (d) Every corporation whose certificate of incorporation includes among its purposes the operation of a school; a college, university or other entity providing post secondary education; a library; or a museum or historical society shall have endorsed thereon or annexed thereto the approval of the commissioner of education, or in the case of a college or a university, the written authorization of the Regents of the university of the state of New York. Any other corporation the certificate of incorporation of which includes a purpose for which a corporation might be chartered by the regents of the university of the State of New York shall mail a certified copy of the certificate of incorporation to the commissioner of education within thirty days after receipt of confirmation of filing.

  (e) Every certificate of incorporation of a cemetery corporation, except those within the exclusionary provisions of section 1503 (Cemetery corporations) shall have endorsed thereon or annexed thereto the approval of the cemetery board.

  (f) Every certificate of incorporation of a fire corporation shall have endorsed thereon or annexed thereto the approval, signed and acknowledged, of the authorities of each city, village, town or fire district in which the corporation proposes to act. Such authorities shall be: in a city, the mayor; in a village, a majority of the trustees; in a town, a majority of the members of the town board; in a fire district, a majority of the fire commissioners. The members of the town board of a town, or the trustees of a village, shall not consent to the formation of a fire corporation as hereinbefore provided, until such board shall have held a public hearing on the question of whether the fire company should be incorporated. The notice shall be published at least once in each week for two successive weeks in the official newspaper published in the county in which such fire corporation intends to locate, prior to the regular meeting of such board designated by the chairman of the board to consider the matter. Such notice shall contain the name of the proposed company, the names of the persons signing the certificate of incorporation, a brief description of the territory to be protected by the fire company and that all persons interested shall be heard. If no newspaper is published in the county the publication of the notice shall be in a newspaper in an adjoining county selected by the chairman of such board. All expenses in connection with such publication shall be borne by the parties making the application and paid before the hearing.

  (g) Every certificate of incorporation of a corporation for prevention of cruelty to animals shall have endorsed thereon or annexed thereto the approval of the American Society for the Prevention of Cruelty to Animals, or, if such approval be withheld thirty days after application therefor, a certified copy of an order of a justice of the supreme court of the judicial district in which the office of the corporation is to be located, dispensing with such approval, granted upon eight days' notice to such society.

  (h) Every certificate of incorporation of a Young Men's Christian Association shall have endorsed thereon or annexed thereto the approval of the chairman of the national board of Young Men's Christian Associations.

  * (i) Every certificate of incorporation which indicates that the proposed corporation is to solicit funds for or otherwise benefit the armed forces of the United States or of any foreign country, or their auxiliaries, or of this or any other state or any territory, shall have endorsed thereon or annexed thereto the approval of the adjutant general.

  * NB Effective until March 11, 2018

  * (i) Every certificate of incorporation which indicates that the proposed corporation is to solicit funds for or otherwise benefit the armed forces of the United States or of any foreign country, or their auxiliaries, or of this or any other state or any territory, shall have endorsed thereon or annexed thereto the approval of the adjutant general. The department of state, in conjunction with the division of military and naval affairs, shall establish and maintain on the department's website a public listing of all approved not-for-profit corporations soliciting funds for or otherwise benefiting the armed forces of the United States or of any foreign country, or their auxiliaries, or of this or any other state or territory.

  * NB Effective March 11, 2018

  (j) Every certificate of incorporation which includes among its purposes the organization of wage-earners for their mutual betterment, protection and advancement; the regulation of hours of labor, working conditions, or wages; or the performance, rendition or sale of services as labor consultant, labor-management advisor, negotiator, arbitrator, or specialist; and every certificate of incorporation in which the name of the proposed corporation includes "union", "labor", "council" or "industrial organization", or any abbreviation or derivative thereof in a context that indicates or implies that the corporation is formed for any of the above purposes, shall have endorsed thereon or annexed thereto the approval of the industrial board of appeals. The board shall make such inquiry into the purposes of the proposed corporation as it shall deem advisable and shall order a hearing if necessary to determine whether or not such purposes are in all respects consistent with public policy and the labor law. Notice of the time and place of hearing shall be given to the applicants and such other persons as the board may determine.

  (k) Every certificate of incorporation for a corporation which has as its exclusive purpose the promotion of the interests of savings bank life insurance or the promotion of the interests of member banks may, if the approval of the superintendent of financial services is endorsed thereon or annexed thereto, use as a part of the corporate name any of the words or phrases, or any abbreviation or derivative thereof, set forth in subparagraph (5) of paragraph (a) of section 301 (Corporate name; general).

  (l) Every certificate of incorporation for a corporation which has as its exclusive purpose the creation of an association of licensed insurance agents, licensed insurance brokers, or licensed insurance underwriters and every application for authority of a foreign corporation which is an independent laboratory engaged in testing for public safety, or which has as its purpose the advancement of corporate, governmental, and institutional risk and insurance management, or which has as its exclusive purpose the creation of an association of insurers, each of which is duly licensed in this state or, if it does no business or is not licensed in this state, is duly licensed in another state or foreign jurisdiction may, if the approval of the superintendent of financial services is endorsed thereon or annexed thereto, use as a part of the corporate name any of the words or phrases, or any abbreviation or derivative thereof, set forth in subparagraph (5) of paragraph (a) of section 301 (Corporate name; general).

  (m) Every certificate of incorporation in which the name of the proposed corporation includes the name of a political party shall have endorsed thereon or annexed thereto the consent of the chairman of the county committee of such political party of the county in which the office of the corporation is to be located, except in cases where the supreme court finds that the withholding of such consent of the county chairman is unreasonable.

  (n) Every certificate of incorporation in which the name of the proposed corporation includes the words "American Legion," shall have endorsed thereon or annexed thereto the approval of the Department of New York, the American Legion, duly acknowledged by its commander or adjutant.

  (o) Every certificate of incorporation which includes among its corporate purposes or powers the establishment or maintenance of any hospital, as defined in article twenty-eight of the public health law, or the solicitation of contributions for any such purpose, or purposes, shall have endorsed thereon or annexed thereto the approval of the public health and health planning council.

  (p) Every certificate of incorporation of a medical corporation as defined in article forty-four of the public health law and organized pursuant thereto and pursuant to this chapter, shall have endorsed thereon or annexed thereto the consent of the commissioner of health and the approval of the public health and health planning council.

  (q) Every certificate of incorporation which includes among its corporate purposes or powers the establishment, or operation of a facility for which an operating certificate from the commissioner of mental health is required by article thirty-one of the mental hygiene law, or the solicitation of contributions for any such purpose, shall have endorsed thereon or annexed thereto the approval of the commissioner of mental health.

  (r) Every certificate of incorporation of a health maintenance organization as defined in article forty-four of the public health law and organized pursuant thereto and pursuant to this chapter, shall have endorsed thereon or annexed thereto the consent of the commissioner of health.

  (t) Every certificate of incorporation which includes among its purposes and powers the establishment or maintenance of a hospital or facility providing health related services, as those terms are defined in article twenty-eight of the public health law, or the solicitation of contributions for any such purpose or two or more of such purposes, shall have endorsed thereon the approval of the public health and health planning council.

  (u) Every certificate of incorporation which includes among the purposes of the corporation, the establishment or operation of a substance abuse, substance dependence, alcohol abuse, alcoholism, or chemical abuse or dependence program, or the solicitation of contributions for any such purpose, shall have endorsed thereon or annexed thereto the consent of the commissioner of the office of alcoholism and substance abuse services to its filing by the department of state.

  (v) Every certificate of incorporation which includes among the purposes of the corporation, the establishment, maintenance and operation of a nonprofit property/casualty insurance company, pursuant to article sixty-seven of the insurance law, shall have endorsed thereon or annexed thereto the approval of the superintendent of financial services.