Related Cultural Agencies
Cultural institutions and organizations that meet the Regents definition of a museum, historical society, or library are eligible for a charter. Organizations whose purposes are educational, such as preservation groups or financial support groups for museums, historical societies or historic sites, may also incorporate under the Board of Regents. The document used to incorporate these kinds of agencies is a certificate of incorporation. When a group decides to form such an organization, it is a good idea to ask for help. In the case of education organizations concerned with the support of a museum or historical society, or otherwise engaged in historical, artistic or scientific activities, the staff of the New York State Museum in the New York State Education Department can offer assistance. In addition, regional historical agencies located in various parts of New York State provide technical assistance to museums, historical societies and related cultural organizations (see listing).
Before developing elaborate plans, there are a number of alternatives the organizing group needs to consider. First, is there an existing organization in the area that performs functions similar to those intended by the proposed organization? If so, it may make sense to unite with it rather than form a new group. Second, an inactive organization with similar purposes may already exist in the area. If so, it may be worthwhile to consider revitalizing it. If neither of these situations exists, then a new organization is ready to be formed.
Statement of Purpose
A clear statement of purpose is needed to define the scope of the organization. This may be a general statement or one that specifically outlines projected programs. Whatever the form, the statement should reflect current activities as well as future plans.
The Organizational Meeting
After the planning group has determined the need and purpose for a new educational organization, others should be encouraged to join in the effort. This is usually done at an organizational meeting. The temporary chairperson should open this meeting by explaining why a new organization is needed and what its purposes will be. After some discussion, there should be a call for a motion and a vote to organize. The formality of a vote is important as a symbol of support. After the motion to organize is approved, the temporary chairperson should be empowered to appoint a committee on organization with the responsibility to draft a constitution and bylaws for presentation at the next meeting.
The Constitution and Bylaws
The constitution of an unincorporated cultural organization is its fundamental law. It constitutes the framework under which the organization will operate. The constitution should be inclusive enough to meet the needs of the organization, but should not be so complex or rigid as to require frequent amendment. In some organizations the corporate purpose statement which accompanies the application for incorporation can serve as a constitution. Although a constitution may be amended, a cultural organization's stability is best served through infrequent changes of the constitution (see Sample Constitution ).
The bylaws of a cultural organization are specific in detailing its operating procedures. The by-laws should be flexible enough to allow an educational organization to operate efficiently without contradicting the constitution (see Sample Historical Society bylaws ).
After a cultural organization has organized and adopted a constitution and bylaws, it may wish to incorporate. Most important of the many advantages of incorporation is that the educational organization becomes a legal entity. Title to the assets is held in the name of the education corporation and is thus protected from falling into the hands of individual members in the event the organization should dissolve.
Another important advantage of incorporation is that it makes the organization eligible to apply to the United States Internal Revenue Service as a non-profit, tax exempt education corporation under section 501 (C) (3) of the Internal Revenue Code. This is important to a nonprofit corporation because money raised from dues, admission charges and gifts would otherwise be considered taxable income. This exemption also encourages contributions since donors may deduct such gifts from their personal income taxes.
Finally, incorporation gives an education organization the prestige and recognition of being a member of The University of the State of New York.
Petitioning the Board of Regents for a Certificate of Incorporation
A nonprofit cultural organization that does not meet the requirements of a library, museum or historical society, but has organized and adopted a statement of purpose, constitution and bylaws, may petition the Board of Regents for the issuance of a certificate of incorporation under the Education Law.
The name of the proposed corporation must be consistent with its purposes. If the organization has a specific geographic focus, it must not indicate a program of statewide or national scope. In addition, the proposed corporate name shall not be identical with or so similar to the name of any existing institution as to cause confusion between the proposed corporation and any other institution incorporated under the laws of New York.
Petitioning for a Certificate of Incorporation
A petition to the Board of Regents for the issuance of a certificate of incorporation must comply with the following conditions:
The petition conforms to a specific format. (The sample petition may be used by substituting the words certificate of incorporation for provisional charter.)
The petition is executed and acknowledged before a notary public by at least five persons not less than eighteen years of age.
The original and two copies of the petition, together with a check in the amount of $100, payable to the New York State Education Department, are mailed to the Office of Counsel, The New York State Education Department, State Education Building, Albany, New York, 12234.
Reviewing the Petition for a Certificate of Incorporation
The Office of Counsel reviews each petition for a certificate of incorporation to determine if it is in proper form and is signed by the appropriate number of incorporators. The petition is then transmitted to the New York State Museum. The staff of this office is responsible for a detailed analysis of the petitioners organizational structure, financial condition, and program plans and accomplishments. Information on these matters is obtained through questionnaires, in-person, and by telephone.
Recommending a Certificate of Incorporation
After the review of the petition for a certificate of incorporation has been completed, a recommendation is prepared and submitted to the Board of Regents for action at its next monthly meeting. The Board meets every month with the exception of August. If the Board approves the petition, the corporate existence of the organization begins immediately. Following Regents action, the Office of Counsel provides the organization with written notice of the decision. This is followed several weeks later by the issuance of the engrossed certificate of incorporation.
A certificate of incorporation gives permanent corporate status to an organization in the first instance. Unlike a charter, which requires an agency to qualify on a provisional basis before achieving an absolute charter, there are no additional steps required after a certificate of incorporation is granted. A corporation to which a certificate of incorporation has been issued may represent itself as "Incorporated under the New York State Education Law." In no case, however, may it claim chartered status.
Amending the Certificate of Incorporation
If the Board of Trustees wishes to change the corporate name, to amend or expand the corporate purposes, change the number of trustees, or to alter in any other way the provisions of the certificate of incorporation, it may apply to the Board of Regents to amend the certificate.
The required documents to amend a certificate of incorporation are:
The original and two copies of the petition, executed by two officers of the corporation and acknowledged before a notary public.
A copy, certified by the secretary of the corporation, of a resolution duly adopted at a meeting of trustees by the affirmative vote of not less than three-fourths of the whole number of trustees, authorizing the two officers to execute and submit the petition to amend the certificate of incorporation.
The original and two copies of the petition, the resolution and a check in the amount of $60, payable to the New York State Education Department, (the fee for an amendment to a certificate of incorporation) mailed to the Office of Counsel, The New York State Education Department, State Education Building, Albany, New York, 12234.