MATTER OF GAY ACTIVISTS ALLIANCE v. Lomenzo

293 N.E.2d 255, 31 N.Y.2d 965, 341 N.Y.S.2d 108, 1973 N.Y. LEXIS 1527

Opinion

Per Curiam.

The Not-For-Profit Corporation Law mandates the Secretary of State to accept for filing a certificate of incorporation which meets the formal requirements of the statute and sets forth corporate purposes that are lawful. Since in the present case the appellants acknowledge that the formal requirements were complied with and that the purposes for which the corporation is to be formed offend against no law, the Secretary of State lacked the authority to label those purposes violative of “public policy.” (See Matter of Association for Preservation of Freedom of Choice v. Shapiro, 9 N Y 2d 376.) Nor does he possess the power to reject a certificate on the ground, asserted by him, that the proposed corporate name is “ not appropriate ”; the provision dealing with corporate names contains no such criterion or standard (N-PCL, § 301).

It follows, therefore, as the unanimous Appellate Division also concluded, that the Secretary of State’s refusal to accept the petitioner’s certificate was arbitrary, being in excess of his authority.

The order appealed from should be affirmed, without costs.

Chief Judge Fuld and Judges Burke, Jasen, Gabrielli, Jones and Wachtler concur in Per Curiam opinion; Judge Breitel taking no part.

Order affirmed.