New York Codes, Rules and Regulations
Title 12 - DEPARTMENT OF LABOR
Chapter I - Industrial Board Of Appeals
Subchapter B - Rules Of Procedure And Practice
Part 67 - Proceeding For Approval Of Certain Corporate Documents
Section 67.1 - Application

Universal Citation: 12 NY Comp Codes Rules and Regs ยง 67.1

Current through Register Vol. 46, No. 12, March 20, 2024

(a) The provisions of this Part shall apply to the filing, processing, hearing, consideration and determination of an application for approval of corporate documents pursuant to section 104 of the Labor Law. See Part 65 of this Title for general rules of procedure and practice not specified in this Part.

(b) If it is the purpose or one of the purposes of a corporation to form an 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, or as an advisor on labor-management relations, arbitrator or negotiator in labor-management disputes; or if the corporate name contains certain words or phrases as set forth in section 404(j) of the Not-for-Profit Corporation Law or sections 201(b) and 301(a)(6) of the Business Corporation Law: the board's approval is required for the filing with the Department of State of the State of New York of any of the following instruments:

(1) any certificate of incorporation, certificate of change and amendment, restated certificate of incorporation, certificate of consolidation, certificate of dissolution of a domestic not-for-profit (formerly membership) corporation, or a statement and designation of a foreign nonprofit corporation for authority to do business in this State, and amendments thereof;

(2) any certificate of incorporation, certificate of change and amendment, restated certificate of incorporation, certificate of merger or consolidation of a business corporation, or application of a foreign business corporation for authority to do business in this State.

Note:The board's jurisdiction is provided for in:

Note:

1. Not-for-Profit Corporation Law, section 404(j).

Note:

2. Business Corporation Law, sections 201(b), 301(a)(6).

(c) Labor Law, section 104 states:

"104. Corporate instruments; inquiry by board. Whenever any corporate instrument is submitted to the board for approval in accordance with the requirements of any statute, the board shall make such inquiry as it may deem advisable, and shall order a hearing, if necessary, in accordance with such rules as it shall prescribe, to determine whether or not the purposes of the proposed corporation are in all respects consistent with public policy and the Labor Law, and whether the corporate name is in all respects consistent with its purposes and activities or tends to be misleading. Notice of the time and place of such hearing shall be given to the applicant and to such other persons as the board may determine."

The board's statutory function is quasi-judicial rather than merely ministerial in nature. In discharging this function, the board investigates every application to determine whether the aims, structure and proposed internal management of the applicant are consistent with the public policy and Labor Law of the State. The phrase, "consistent with public policy and the Labor Law," in the above section of the law, denotes a legislative mandate to the board to approve incorporation only of those proposed corporate organizations whose activities and operations will not adversely affect or exert any prejudicial influence upon the State labor policy as expressed in the State and Federal laws, the decisions of the courts, and official administrative pronouncements.

(d) Every corporate document submitted for approval is examined by the board's legal staff to determine its legal sufficiency. Thereafter, an investigation is made to ascertain if a public hearing is necessary. If a public hearing is held, persons and organizations who may be interested in or affected by the granting of an approval are invited to submit written comments and to attend the hearing. At the conclusion of the hearing, the applicant and objectors, if any, may, at the discretion of the hearing officer or the board, be permitted to file briefs.

(e) If the board grants approval of the document, a resolution of approval is appended to the submitted document and returned to the applicant for filing in the Office of the Secretary of State of the State of New York.

(f) Board approval of documents for the dissolution of such corporations requires proof that dissolution of the corporation is essential to preserve the interests of its members and will not be injurious to the public. Such proof might include: evidence establishing that a corporation is inactive and the probability of its reactivation is remote; that the purpose or purposes for which the corporation was formed have become frustrated; that the corporate assets are in danger of being dissipated; that the corporation cannot continue to function because of a paralyzing failure of management and it is reasonably inferable that such condition cannot be remedied.

Disclaimer: These regulations may not be the most recent version. New York may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.