N.Y. Not-for-Profit Corporation Law § 404: Approvals, notices and consents

§ 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. 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.

(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.