§ 404 — Approvals, notices and consents

New York § 404

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 4: Formation of Corporations

Text

§ 404. Approvals, notices and consents.\n (a) Every certificate of incorporation which includes among its\npurposes the formation of a trade or business association shall have\nendorsed thereon or annexed thereto the consent of the attorney-general.\n (b) (1) Every certificate of incorporation which includes among its\npurposes the care of destitute, delinquent, abandoned, neglected or\ndependent children; the establishment or operation of any adult care\nfacility, or the establishment or operation of a residential program for\nvictims of domestic violence as defined in subdivision four of section\nfour hundred fifty-nine-a of the social services law, or the placing-out\nor boarding-out of children or a home or shelter for unmarried mothers,\nexcepting the establishment or maintenance of a hospital or facility\nproviding health-related services as those terms are defined in article\ntwenty-eight of the public health law and a facility for which an\noperating certificate is required by articles sixteen, nineteen,\ntwenty-two and thirty-one of the mental hygiene law; or the solicitation\nof contributions for any such purpose or purposes, shall have endorsed\nthereon or annexed thereto the approval of the commissioner of the\noffice of children and family services or with respect to any adult care\nfacility, the commissioner of health.\n (2) A corporation whose statement of purposes specifically includes\nthe establishment or operation of a child day care center, as that term\nis defined in section three hundred ninety of the social services law,\nshall mail a certified copy of the certificate of incorporation, each\namendment thereto, and any certificate of merger, consolidation or\ndissolution involving such corporation to the office of children and\nfamily services within thirty days after receipt of confirmation of the\nfiling of such certificate, amendment, merger, consolidation or\ndissolution with the department of state. This requirement shall also\napply to any foreign corporation filing an application for authority\nunder section thirteen hundred four of this chapter, any amendments\nthereto, and any surrender of authority or termination of authority in\nthis state of such corporation.\n (c) Every certificate of incorporation which includes among the\npurposes of the corporation, the establishment, maintenance and\noperation of a hospital service or a health service or a medical expense\nindemnity plan or a dental expense indemnity plan as permitted in\narticle forty-three of the insurance law, shall have endorsed thereon or\nannexed thereto the approval of the superintendent of financial services\nand the commissioner of health.\n (d) Every corporation whose certificate of incorporation includes\namong its purposes the operation of a school; a college, university or\nother entity providing post secondary education; a library; or a museum\nor historical society shall have endorsed thereon or annexed thereto the\napproval of the commissioner of education, or in the case of a college\nor a university, the written authorization of the Regents of the\nuniversity of the state of New York. Any other corporation the\ncertificate of incorporation of which includes a purpose for which a\ncorporation might be chartered by the regents of the university of the\nState of New York shall mail a certified copy of the certificate of\nincorporation to the commissioner of education within thirty days after\nreceipt of confirmation of filing.\n (e) Every certificate of incorporation of a cemetery corporation,\nexcept those within the exclusionary provisions of section 1503\n(Cemetery corporations) shall have endorsed thereon or annexed thereto\nthe approval of the cemetery board.\n (f) Every certificate of incorporation of a fire corporation shall\nhave endorsed thereon or annexed thereto the approval, signed and\nacknowledged, of the authorities of each city, village, town or fire\ndistrict in which the corporation proposes to act. Such authorities\nshall be: in a city, the mayor; in a village, a majority of the\ntrustees; in a town, a majority of the members of the town board; in a\nfire district, a majority of the fire commissioners. The members of the\ntown board of a town, or the trustees of a village, shall not consent to\nthe formation of a fire corporation as hereinbefore provided, until such\nboard shall have held a public hearing on the question of whether the\nfire company should be incorporated. The notice shall be published at\nleast once in each week for two successive weeks in the official\nnewspaper published in the county in which such fire corporation intends\nto locate, prior to the regular meeting of such board designated by the\nchairman of the board to consider the matter. Such notice shall contain\nthe name of the proposed company, the names of the persons signing the\ncertificate of incorporation, a brief description of the territory to be\nprotected by the fire company and that all persons interested shall be\nheard. If no newspaper is published in the county the publication of the\nnotice shall be in a newspaper in an adjoining county selected by the\nchairman of such board. All expenses in connection with such publication\nshall be borne by the parties making the application and paid before the\nhearing.\n (g) Every certificate of incorporation of a corporation for prevention\nof cruelty to animals shall have endorsed thereon or annexed thereto the\napproval of the American Society for the Prevention of Cruelty to\nAnimals, or, if such approval be withheld thirty days after application\ntherefor, a certified copy of an order of a justice of the supreme court\nof the judicial district in which the office of the corporation is to be\nlocated, dispensing with such approval, granted upon eight days' notice\nto such society.\n (h) Every certificate of incorporation of a Young Men's Christian\nAssociation shall have endorsed thereon or annexed thereto the approval\nof the chairman of the national board of Young Men's Christian\nAssociations.\n (i) Every certificate of incorporation which indicates that the\nproposed corporation is to solicit funds for or otherwise benefit the\narmed forces of the United States or of any foreign country, or their\nauxiliaries, or of this or any other state or any territory, shall have\nendorsed thereon or annexed thereto the approval of the adjutant\ngeneral. The department of state, in conjunction with the division of\nmilitary and naval affairs, shall establish and maintain on the\ndepartment's website a public listing of all approved not-for-profit\ncorporations soliciting funds for or otherwise benefiting the armed\nforces of the United States or of any foreign country, or their\nauxiliaries, or of this or any other state or territory.\n (j) Every certificate of incorporation which includes among its\npurposes the organization of wage-earners for their mutual betterment,\nprotection and advancement; the regulation of hours of labor, working\nconditions, or wages; or the performance, rendition or sale of services\nas labor consultant, labor-management advisor, negotiator, arbitrator,\nor specialist; and every certificate of incorporation in which the name\nof the proposed corporation includes "union", "labor", "council" or\n"industrial organization", or any abbreviation or derivative thereof in\na context that indicates or implies that the corporation is formed for\nany of the above purposes, shall have endorsed thereon or annexed\nthereto the approval of the industrial board of appeals. The board shall\nmake such inquiry into the purposes of the proposed corporation as it\nshall deem advisable and shall order a hearing if necessary to determine\nwhether or not such purposes are in all respects consistent with public\npolicy and the labor law. Notice of the time and place of hearing shall\nbe given to the applicants and such other persons as the board may\ndetermine.\n (k) Every certificate of incorporation for a corporation which has as\nits exclusive purpose the promotion of the interests of savings bank\nlife insurance or the promotion of the interests of member banks may, if\nthe approval of the superintendent of financial services is endorsed\nthereon or annexed thereto, use as a part of the corporate name any of\nthe words or phrases, or any abbreviation or derivative thereof, set\nforth in subparagraph (5) of paragraph (a) of section 301 (Corporate\nname; general).\n (l) Every certificate of incorporation for a corporation which has as\nits exclusive purpose the creation of an association of licensed\ninsurance agents, licensed insurance brokers, or licensed insurance\nunderwriters and every application for authority of a foreign\ncorporation which is an independent laboratory engaged in testing for\npublic safety, or which has as its purpose the advancement of corporate,\ngovernmental, and institutional risk and insurance management, or which\nhas as its exclusive purpose the creation of an association of insurers,\neach of which is duly licensed in this state or, if it does no business\nor is not licensed in this state, is duly licensed in another state or\nforeign jurisdiction may, if the approval of the superintendent of\nfinancial services is endorsed thereon or annexed thereto, use as a part\nof the corporate name any of the words or phrases, or any abbreviation\nor derivative thereof, set forth in subparagraph (5) of paragraph (a) of\nsection 301 (Corporate name; general).\n (m) Every certificate of incorporation in which the name of the\nproposed corporation includes the name of a political party shall have\nendorsed thereon or annexed thereto the consent of the chairman of the\ncounty committee of such political party of the county in which the\noffice of the corporation is to be located, except in cases where the\nsupreme court finds that the withholding of such consent of the county\nchairman is unreasonable.\n (n) Every certificate of incorporation in which the name of the\nproposed corporation includes the words "American Legion," shall have\nendorsed thereon or annexed thereto the approval of the Department of\nNew York, the American Legion, duly acknowledged by its commander or\nadjutant.\n (o) Every certificate of incorporation which includes among its\ncorporate purposes or powers the establishment or maintenance of any\nhospital, as defined in article twenty-eight of the public health law,\nor the solicitation of contributions for any such purpose, or purposes,\nshall have endorsed thereon or annexed thereto the approval of the\npublic health and health planning council.\n (p) Every certificate of incorporation of a medical corporation as\ndefined in article forty-four of the public health law and organized\npursuant thereto and pursuant to this chapter, shall have endorsed\nthereon or annexed thereto the consent of the commissioner of health and\nthe approval of the public health and health planning council.\n (q) Every certificate of incorporation which includes among its\ncorporate purposes or powers the establishment, or operation of a\nfacility for which an operating certificate from the commissioner of\nmental health is required by article thirty-one of the mental hygiene\nlaw, or the solicitation of contributions for any such purpose, shall\nhave endorsed thereon or annexed thereto the approval of the\ncommissioner of mental health.\n (r) Every certificate of incorporation of a health maintenance\norganization as defined in article forty-four of the public health law\nand organized pursuant thereto and pursuant to this chapter, shall have\nendorsed thereon or annexed thereto the consent of the commissioner of\nhealth.\n (t) Every certificate of incorporation which includes among its\npurposes and powers the establishment or maintenance of a hospital or\nfacility providing health related services, as those terms are defined\nin article twenty-eight of the public health law, or the solicitation of\ncontributions for any such purpose or two or more of such purposes,\nshall have endorsed thereon the approval of the public health and health\nplanning council.\n (u) Every certificate of incorporation which includes among the\npurposes of the corporation, the establishment or operation of a\nsubstance abuse, substance dependence, alcohol abuse, alcoholism, or\nchemical abuse or dependence program, or the solicitation of\ncontributions for any such purpose, shall have endorsed thereon or\nannexed thereto the consent of the commissioner of the office of\nalcoholism and substance abuse services to its filing by the department\nof state.\n (v) Every certificate of incorporation which includes among the\npurposes of the corporation, the establishment, maintenance and\noperation of a nonprofit property/casualty insurance company, pursuant\nto article sixty-seven of the insurance law, shall have endorsed thereon\nor annexed thereto the approval of the superintendent of financial\nservices.\n