§ 402 — Certificate of incorporation; contents

§ 402. Certificate of incorporation; contents.\n (a) A certificate, entitled "Certificate of Incorporation of\n.................... (name of corporation), under section 402 of the\nNot-for-Profit Corporation Law," shall be signed by each incorporator\nwith his name and address included in such certificate and delivered to\nthe department of state. It shall set forth:\n (1) The name of the corporation.\n (2) That the corporation is a corporation as defined in subparagraph\n(5) of paragraph (a) of section 102 (Definitions).\n (2-a) the purpose or purposes for which it is formed, it being\nsufficient to state that the purpose of the corporation is any purpose\nfor which corporations may be organized under this chapter as a\ncharitable or non-charitable corporation, and whether it is a charitable\ncorporation or a non-charitable corporation under section 201\n(Purposes). Any corporation may also set forth any activities that it\nintends to carry out in furtherance of such purpose or purposes;\nprovided that this subparagraph shall not be interpreted to require that\nthe certificate of incorporation set forth such activities or otherwise\nstate how the corporation's purposes will be achieved.\n (2-b) If it is not formed to engage in any activity or for any purpose\nrequiring consent or approval of any state official, department, board,\nagency or other body, a statement that no such consent or approval is\nrequired. Such statement shall be deemed conclusive for purposes of\nfiling by the department of state. If subsequent to submitting the\ncertificate of incorporation for filing, the corporation plans to engage\nin any activity requiring consent or approval pursuant to section 404\n(approvals, notices and consents) of this chapter, the corporation shall\nobtain such consent or approval and accordingly amend its certificate of\nincorporation pursuant to article eight of this chapter.\n (3) The county within the state in which the office of the corporation\nis to be located. It may also set forth the post office address of an\noffice without the state, at which, pursuant to section 621 (Books and\nrecords; right of inspection; prima facie evidence), the books and\nrecords of account of the corporation shall be kept.\n (4) The names and addresses of the initial directors.\n (5) The duration of the corporation if other than perpetual.\n (6) A designation of the secretary of state as agent of the\ncorporation upon whom process against it may be served and the post\noffice address within or without this state to which the secretary of\nstate shall mail a copy of any process against it served upon him or\nher. The corporation may include an email address to which the secretary\nof state shall email a notice of the fact that process against it has\nbeen electronically served upon him or her.\n (7) If the corporation is to have a registered agent, his name and\naddress within this state and a statement that the registered agent is\nto be the agent of the corporation upon whom process against it may be\nserved.\n (8) The statements, if any, with respect to special not-for-profit\ncorporations required under article 14 (Special not-for-profit\ncorporations).\n (b) If the certificate is for the incorporation of an existing\nunincorporated association or group it shall have annexed thereto an\naffidavit of the subscribers of such certificate stating that they\nconstitute a majority of the members of a committee duly authorized to\nincorporate such association or group.\n (c) The certificate of incorporation may set forth any provision, not\ninconsistent with this chapter or any other statute of the state, which\nprovision is (1) for the regulation of the internal affairs of the\ncorporation, including types or classes of membership and the\ndistribution of assets on dissolution or final liquidation, or (2)\nrequired by any governmental body or officer or other person or body as\na condition for giving the consent or approval required for the filing\nof such certificate of incorporation.\n