N.Y. Comp. Codes R. & Regs. Tit. 18 § 485.4 - Certificates of incorporation
(a)
Any proposed or existing not-for-profit corporation desiring to file or amend a
certificate of incorporation for the purpose of establishing and operating, or
for the purpose of fundraising for the eventual establishment and operation of
an adult-care facility other than a shelter for adults shall, prior to the
endorsement of such certificate by a justice of the Supreme Court and filing
with the Secretary of State, secure the written approval of the
commissioner.
(b) In no event shall
any existing corporation or other entity hold itself out as being authorized to
operate or to raise funds for operation of a facility subject to the approval
of the department without having secured the prior written approval of the
department.
(c) A request for
approval of a certificate of incorporation or amendment thereto for the purpose
of establishing and operating an adult-care facility other than a shelter for
adults shall be submitted to the department in accord with the application
procedures set forth in this Part.
(d) A request for approval of a certificate
of incorporation or amendment thereto for the purpose of soliciting funds for
the eventual establishment and operation of an adult-care facility other than a
shelter for adults shall contain such information as may be required to
determine that the not-for-profit corporation has the competency to develop and
operate a facility in compliance with applicable law and regulations, and would
be successful in raising funds necessary to establish the proposed facility
within a period of not more than five years from the date of the department's
approval.
(e) The board of
directors of a not-for-profit corporation shall have a minimum of seven
members.
(f) No officer of the
board of directors of a not-for-profit corporation may be, either at the time
of application or thereafter, the chief administrative officer, executive
director, administrator, or an employee responsible for any financial operation
of the facility or program.
(g) A
request from a proposed or existing not-for-profit corporation for approval of
a certificate of incorporation, or amendment thereto, for the purpose of
soliciting funds for the eventual establishment and operation of an adult-care
facility other than a shelter for adults, shall include:
(1) the certificate of incorporation and
amendments thereto;
(2) a
description of the governing structure of the proposed organization, including
any governing boards and advisory committees;
(3) an applicant profile for each member of
the board of directors and the executive director or chief administrative
officer, if any;
(4) a description
of the type of facility, the anticipated location, capacity, population and
services;
(5) evidence of a public
need for the proposed facility;
(6)
statements of support from local governing bodies, elected officials, community
service organizations and others potentially affected by the establishment of
the proposed facility;
(7)
statement of assets and liabilities, sources and amounts of working capital,
loan commitments including purpose, source, type and amount), anticipated
revenues and expenses for the initial and second year;
(8) evidence that actual or potential
financial resources for the establishment and operation exist and can be
reasonably expected to be successfully raised within a period of not more than
five years from the date of the department's approval;
(9) names and locations of each and every
facility licensed by the department, the Department of Mental Hygiene pursuant
to articles 19, 23 and 31 of the Mental Hygiene Law, or the Department of
Health pursuant to article 28 of the Public Health Law, with which the
applicant(s) is, or has been within the past 10 years an administrator,
employee, incorporator, director, operator, sponsor, principal stockholder or
owner; and
(10) signed
authorization allowing the commissioner or designees or agents to undertake
such investigations as may be necessary to ascertain the validity of statements
represented to the department or to ascertain from independent sources the
character, competence and standing in the community of the applicant.
(h)
(1) The department shall approve or
disapprove a certificate of incorporation, or amendment to an existing
certificate, by either endorsement or by notice of disapproval. A certificate
of incorporation not acted upon within 60 days of the receipt of all required
information and documentation shall be deemed to be disapproved.
(2) Any notice of disapproval shall be in
writing and shall include the reasons for disapproval.
Notes
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