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S 722. Authorization for indemnification of directors and officers.
(a) A corporation may indemnify any person, made, or threatened to be
made, a party to an action or proceeding other than one by or in the
right of the corporation to procure a judgment in its favor, whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the corporation served in
any capacity at the request of the corporation, by reason of the fact
that he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys` fees actually and necessarily
incurred as a result of such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a purpose
which he reasonably believed to be in, or, in the case of service for
any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of
the corporation and, in criminal actions or proceedings, in addition,
had no reasonable cause to believe that his conduct was unlawful.
(b) The termination of any such civil or criminal action or proceeding
by judgment, settlement, conviction or upon a plea of nolo contendere,
or its equivalent, shall not in itself create a presumption that any
such director or officer did not act, in good faith, for a purpose which
he reasonably believed to be in, or, in the case of service for any
other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of
the corporation or that he had reasonable cause to believe that his
conduct was unlawful.
(c) A corporation may indemnify any person made, or threatened to be
made, a party to an action by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he, his
testator or intestate, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of any other corporation of any type or kind,
domestic or foreign, of any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
reasonable expenses, including attorneys` fees, actually and necessarily
incurred by him in connection with the defense or settlement of such
action, or in connection with an appeal therein, if such director or
officer acted, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, not opposed to, the best interests of the corporation,
except that no indemnification under this paragraph shall be made in
respect of (1) a threatened action, or a pending action which is settled
or otherwise disposed of, or (2) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the court in which the action was
brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
(d) For the purpose of this section, a corporation shall be deemed to
have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the corporation also imposes
duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a
person with respect to an employee benefit plan pursuant to applicable
law shall be considered fines; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such
person`s duties for a purpose reasonably believed by such person to be
in the interest of the participants and beneficiaries of the plan shall
be deemed to be for a purpose which is not opposed to the best interests
of the corporation.

(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.

(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.

Title

To form a domestic not-for-profit corporation

ection 301 of the Not-for-Profit Corporation Law includes provisions relating to restrictions on the use of certain words and phrases in the name of the corporation. Generally, the name of the entity may not include a word or phrase restricted by another statute unless one has complied with the restriction. Certain words and phrases also require the consent or approval from another agency prior to filing the document with the Division of Corporations.

Incorporation
75

Amendment or Restated
30

Consolidation or Merger
30

Change
20

Dissolution
30

Reservation of Name or Extension or Cancellation of Reservation
10

Application for Authority
135

Surrender of Authority or Termination of Foreign Corporation
30

Resignation of Registered Agent
30

Type
30

Annulment of Dissolution, Reinstatement and Report of
Corporate Existence

AVAILABILITY
OF NAME

Fee for each name submitted
5

After the corporate existence has begun, an organization meeting of the initial directors designated in the Certificate of Incorporation must be held for the purpose of adopting by-laws, electing directors and the transaction of any other business. (See Section 405 of the Not-for-Profit Corporation Law.)

The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its members, board of directors and executive committee, if any. The corporation must also keep a record containing the names and addresses of all members, the number of capital certificates held by each member and the dates when they respectively became the owners of record thereof. (See Section 621 of the Not-for-Profit Corporation Law.)

In addition, a meeting of members must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws. (See Section 603 of the Not-for-Profit Corporation Law.)

One or more persons, called "incorporators," may form a not-for-profit corporation. Incorporators are natural persons who are 18 or older. The incorporator(s) signs the Certificate of Incorporation. The completed Certificate of Incorporation is filed with the Department of State pursuant to Section 402 of the Not-for-Profit Corporation Law.