2023 New York Laws › NPC - Not-For-Profit Corporation › Article 4 - Formation of Corporations › 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.