Not-for-Profit Corporation Law

Section 401. Incorporators.
        402. Certificate of incorporation; contents.
        403. Certificate of incorporation; effect.
        404. Approvals and consents.
        405. Organization meeting.
        406. Private   foundation,  as  defined  in  the  United  States
               internal revenue code of 1954: provisions included in the
               certificate of incorporation.

S 401. Incorporators.
  One or more natural persons at least eighteen years of age may act as
incorporators of a corporation to be formed under this chapter.

  S 402. Certificate of incorporation; contents.
  (a) A certificate, entitled "Certificate of Incorporation of
.................... (name of corporation), under section 402 of the
Not-for-Profit Corporation Law," shall be signed by each incorporator
with his name and address included in such certificate and delivered to
the department of state. It shall set forth:
  (1) The name of the corporation.
  (2) That the corporation is a corporation as defined in subparagraph
(a) (5) of section 102 (Definitions); the purpose or purposes for which
it is formed and the type of corporation it shall be under section 201
(Purposes); and in the case of a Type C corporation, the lawful public
or quasi-public objective which each business purpose will achieve.
  (3) The county within the state in which the office of the corporation
is to be located. It may also set forth the post office address of an
office without the state, at which, pursuant to section 621 (Books and
records; right of inspection; prima facie evidence), the books and
records of account of the corporation shall be kept.
  (4) In the case of a Type A, Type B, or Type C corporation, the names
and addresses of the initial directors. In the case of a Type D
corporation, the names and addresses of the initial directors, if any,
may but need not be set forth.
  (5) The duration of the corporation if other than perpetual.
  (6) A designation of the secretary of state as agent of the
corporation upon whom process against it may be served and the post
office address within or without this state to which the secretary of
state shall mail a copy of any process against it served upon him.
  (7) If the corporation is to have a registered agent, his name and
address within this state and a statement that the registered agent is
to be the agent of the corporation upon whom process against it may be
served.
  (8) The statements, if any, with respect to special not-for-profit
corporations required under article 14 (Special not-for-profit
corporations).
  (b) If the certificate is for the incorporation of an existing
unincorporated association or group it shall have annexed thereto an
affidavit of the subscribers of such certificate stating that they
constitute a majority of the members of a committee duly authorized to
incorporate such association or group.
  (c) The certificate of incorporation may set forth any provision, not
inconsistent with this chapter or any other statute of the state, which
provision is (1) for the regulation of the internal affairs of the
corporation, including types or classes of membership and the
distribution of assets on dissolution or final liquidation, or (2)
required by any governmental body or officer or other person or body as
a condition for giving the consent or approval required for the filing
of such certificate of incorporation.

S 403. Certificate of incorporation; effect.
  Upon the filing of the certificate of incorporation by the department
of state, the corporate existence shall begin, and such certificate
shall be conclusive evidence that all conditions precedent have been
fulfilled and that the corporation has been formed under this chapter,
except in an action or special proceeding brought by the
attorney-general.  Where the certificate is for the incorporation of an
unincorporated association or group, the members of such association or
group shall be members of the corporation so created, and all property
owned by or held for it shall belong to and vest in the corporation,
subject to all existing incumbrances and claims as if incorporation had
not taken place. Where the certificate is for the reincorporation of a
corporation created by special law for purposes for which a corporation
may be formed under this chapter, such reincorporation shall not effect
a dissolution of the corporation but shall be a continuation of its
corporate existence, without affecting its then existing property rights
or liabilities, or the liabilities of its members or officers as such,
but thereafter it shall have only such rights, powers and privileges,
and be subject to such other duties and liabilities as a corporation
formed for the same purposes under this chapter.

S 404. Approvals 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) Every certificate of incorporation which includes among its
purposes the care of destitute, delinquent, abandoned, neglected or
dependent children; the establishment or operation of a day care center
for children; the establishment or operation of day care development
programs which are funded pursuant to section three hundred ninety-a of
the social services law; the establishment or operation of any aged care
accommodation, or 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-three 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 social services.
  (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 insurance and the
commissioner of health.
  (d) Every certificate of incorporation which includes a purpose for
which a corporation might be chartered by the regents of the university
of the State of New York shall have endorsed thereon or annexed thereto
the consent of the commissioner of education.
  (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 chief of staff.
  (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 banks 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
insurance 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 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 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 or mental retardation and developmental disabilities is
required by article thirty-one or sixteen 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 or mental retardation and developmental disabilities.
  (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 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 insurance.

S 405. Organization meeting.
  (a) After the corporate existence has begun, an organization meeting
of the initial directors, or, if directors are not designated in the
certificate of incorporation, of the incorporator or incorporators,
shall be held within or without this state, for the purpose of adopting
by-laws, electing directors to hold office as provided in the
certificate of incorporation or the by-laws, and the transaction of such
other business as may come before the meeting. The meeting may be held
at the call of any director or, if directors are not designated in the
certificate of incorporation, any incorporator who shall give at least
five days` notice thereof by mail to each other director or
incorporator, which notice shall set forth the time and place of the
meeting.  Notice need not be given to any director or incorporator who
submits a signed waiver of notice before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him. If there are more than two
directors or incorporators, a majority shall constitute a quorum and the
act of the majority of those present at a meeting at which a quorum is
present shall be the act of the directors or incorporators. For the
purposes of this section an incorporator or director may act in person
or by proxy signed by him or his attorney in fact.
  (b) Any action permitted to be taken at an organization meeting may be
taken without a meeting if each director or, if directors are not
designated in the certificate of incorporation, each incorporator or his
attorney-in-fact signs an instrument setting forth the action so taken.
  (c) If a designated director or an incorporator dies or is for any
reason unable to act, the other or others may act. If there is no
designated director or incorporator able to act, any person for whom an
incorporator is acting as agent may act in his stead, or if such other
person also dies or is for any reason unable to act, his legal
representative may act.

S 406. Private foundation, as defined in the United States internal
         revenue code of 1954: provisions included in the certificate of
         incorporation.
  (a) The following provisions are hereby included in the certificate of
incorporation of every domestic corporation, heretofore or hereafter
formed, to which this chapter applies in whole or in part, and which is
a "private foundation" as defined in section 509 of the United States
internal revenue code of 1954 ("code"):
  (1) The corporation shall distribute such amounts for each taxable
year at such time and in such manner as not to subject the corporation
to tax on undistributed income under section 4942 of the code.
  (2) The corporation shall not engage in any act or self-dealing which
is subject to tax under section 4941 of the code.
  (3) The corporation shall not retain any excess business holdings
which are subject to tax under section 4943 of the code.
  (4) The corporation shall not make any investments in such manner as
to subject the corporation to tax under section 4944 of the code.
  (5) The corporation shall not make any taxable expenditures which are
subject to tax under section 4945 of the code.
Except as provided in paragraph (b), this paragraph applies
notwithstanding any other provision of the certificate of incorporation
or any direction in an instrument referred to in section 513
(Administration of assets received for specific purposes).
  (b) Paragraph (a) shall not apply to the extent that it conflicts with
any mandatory direction in an instrument by which assets referred to in
section 513 were transferred to the corporation prior to the effective
date of this section unless such conflicting direction is removed as
impracticable under article eight of the estates, powers and trusts law
or in any other manner provided by law. The absence of a specific
provision in the section 513 instrument for the current use of the
principal of the fund, or the presence in such an instrument of a
provision, as to the principal of a fund, limited to the principal`s
being held, invested and reinvested, is not such a conflicting mandatory
direction.
  (b-1) A domestic, not-for-profit corporation that is a "private
foundation" as defined in section 509 of the code and that is required
by section 6104(d) of the code to make available for public inspection
its annual return shall publish notice of the availability of such
return for inspection. Such notice shall be published, not later than
the day prescribed for filing such annual return (determined with regard
to any extension of time for filing), in a newspaper designated by the
clerk of the county in which the principal office of the private
foundation is located, having general circulation in that county. The
notice shall state that the annual return of the private foundation is
available at its principal office for inspection during regular business
hours by any citizen who requests it within one hundred eighty days
after the date of such publication, and shall state the address and the
telephone number of the private foundation`s principal office and the
name of its principal manager.
  (c) All references in this section to sections of the code shall be to
such sections as amended from time to time, or to corresponding
provisions of subsequent internal revenue laws.
  (d) Nothing in this section shall impair the rights and powers of the
courts or the attorney-general of this state.