New York Codes, Rules and Regulations
Title 8 - EDUCATION DEPARTMENT
Chapter I - Rules of the Board Of Regents
Part 3 - University Of The State Of New York; State Education Department
Incorporation
Section 3.30 - Incorporation and registration of historical societies without collections and cultural agencies

Current through Register Vol. 44, No. 38, September 21, 2022

(a) Definitions. Whenever used in this section, the following terms shall have the meanings indicated:

(1) Historical society without collection means an organized not-for-profit corporation, with purposes limited to a reasonable and clearly defined geographical area or to one or more specific subjects of interest, which gathers, preserves, advances or disseminates knowledge about the past through research or interpretation, which carries on education and public programs on a regular schedule, which makes its programs and resources available to the public, and which is not authorized to own or hold collections, as defined in section 3.27(a)(7) of this Part, except to borrow items owned by others for brief periods of time for purposes of study or short-term, temporary exhibition.

(2) Cultural agency means an organized not-for-profit corporation, other than a museum or historical society, organized for the promotion of science, literature, art, history or other department of knowledge, or of education in any way; a friends group organized specifically to serve and support museums, historical societies, State, Federal or local historic sites, or to serve and support any similar corporation chartered or incorporated by the Regents; an association of teachers, students, graduates of educational institutions; or an institution or association whose approved purposes are, in whole or in part, of educational or cultural value deemed worthy of recognition and encouragement by the Regents; and which is not authorized to own or hold collections, as defined in section 3.27(a)(7) of this Title, except to borrow items owned by others for brief periods of time for purposes of study or short-term, temporary exhibition.

(3) Corporation means a historical society without collections, or a cultural agency, formed by the Board of Regents or otherwise incorporated as an education corporation under the laws of the State of New York.

(4) Accessible means the extent to which the corporation ensures that its exhibits, interpretation, public and educational programming, and physical plant are reasonably convenient for the public to use, understand and enjoy.

(5) Diversity means broadly inclusive participation in every aspect of governance, staff, operations and programs to represent the community and constituency served in terms of race, ethnicity, gender, economic background and geography.

(6) Education means the full range of mission-related educational activities in which the corporation engages, to promote understanding and appreciation of a subject, and to support life-long learning.

(7) Hours of operation means publicly stated and promoted regular hours during which the public has reasonably convenient access to the corporation's public programs and exhibitions.

(8) Interpretation means any activity directed toward the enlightenment of the public concerning the significance of the event, object, structure, site, area, activity or other subject matter served by the society.

(9) Mission statement means a statement modeled on and derived from the corporation's purposes, as set forth in its certificate of incorporation, that identifies the benefits derived from the corporation's activities.

(10) Operating budget means the amount of annual income or expenditures of the corporation, excluding funds raised for capital improvements and funds received or designated for addition to endowments.

(11) Public trust means the responsibility of institutions to carry out activities and hold their assets in trust for the public benefit.

(b) Requirements for incorporation. An historical society without collections or a cultural agency shall be incorporated by means of a certificate of incorporation issued by the Regents. To be eligible for a certificate of incorporation, the historical society without collections or cultural agency shall submit to the Board of Regents a petition for a certificate of incorporation together with evidence in writing which, in the judgment of the Board of Regents, establishes that the corporation meets the requirements of this section and makes it appear likely that the proposed corporation will be successful in fulfilling its purpose.

(c) Registration of a historical society without collections or a cultural agency. An historical society without collections or a cultural agency shall be deemed registered upon the granting of a certificate of incorporation by the Board of Regents. To be eligible for registration, a historical society without collections or a cultural agency shall meet the requirements for incorporation under subdivision (b) of this section and the following requirements:

(1) Organization. The corporation shall:
(i) be in compliance with all applicable local, State, and Federal laws and regulations;

(ii) maintain a mailing address within New York State adequate for legal service; and

(iii) be open and accessible to the public on a regular basis, provided that corporations having an operating budget in excess of $100,000 per year shall be open to the public a minimum of 1,000 hours of operation per year.

(2) Mission. The corporation shall develop and adopt a written mission statement; shall prioritize its activities to meet its mission statement; and shall have a process to review, and revise, as necessary, its mission statement at least every five years.

(3) Governance. The corporation shall:
(i) organize its governing authority, staff, financial resources, collections, public programs and other activities to effectively achieve its mission statement and fulfill its public trust obligations;

(ii) have leadership that shall consist of at least one person, paid or unpaid, who commands an appropriate body of knowledge and the ability to plan and implement programs which are of educational benefit to the public and which reflect the purpose of the corporation;

(iii) have a board-approved set of by-laws and/or constitution;

(iv) have a board of trustees of which no more than one-third of the members are related to each other by birth, marriage or domicile;

(v) where there is a relationship between the corporation and another corporation, society, organization, institution or association, in which the corporation and the other entity are related by common membership, governing bodies, trustees, officers, shared finances, collections or facilities, the corporation shall have a board of trustees of which no more than one-third are officers and/or directors of the other entity at the same time, provided that this provision shall not apply to any unit of government;

(vi) have a written, board-approved code of ethics applicable to trustees, administrators and staff and volunteers that addresses issues of public trust, conflict of interest and is reviewed each year; and

(vii) effectively advance diversity of membership and participation in the corporation's mission.

(4) Finances. The corporation shall:
(i) have sufficient income and assets to carry out the purposes for which it was established;

(ii) prepare an annual budget and financial statements that are regularly reviewed by the board;

(iii) have formal financial policies and maintain written records of financial transactions and reports pursuant to generally accepted accounting practices;

(iv) appoint a board-constituted audit committee, composed of a minimum of three board members other than the treasurer and president, to review the corporation's financial transactions and reports; this requirement shall apply to every corporation regardless of the size of its operating budget and regardless of whether the corporation has conducted a financial review pursuant to subparagraph (v) of this paragraph;

(v) conduct a financial review in accordance with the following:
(a) if its annual operating budget exceeds $250,000, the corporation shall cause to be conducted annually an independent audit by a certified public accountant, which shall include the auditor's report and the auditor's written opinion that the financial statements are presented fairly in all material respects and in conformity with generally accepted accounting principles applicable to not-for-profit organizations;

(b) if its annual operating budget is at least $100,000 but no more than $250,000, the corporation shall cause to be conducted annually an independent review by a certified public accountant in conformity with generally accepted accounting principles applicable to not-for-profit organizations;

(c) if the annual operating budget of an corporation is below $100,000, no independent audit or review shall be required; provided that nothing herein shall relieve a corporation of its responsibility to appoint an audit committee to review the corporation's financial transactions, pursuant to subparagraph (iv) of this paragraph;

(vi) have obtained, and continue to maintain, tax-exempt status under section 501(c)(3) or other section, as applicable, of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law.

(5) Facilities. The corporation shall:
(i) have physical facilities adequate for their purposes;

(ii) have facilities owned or occupied through lease or other legally enforceable agreement; such facilities shall be safe, well-maintained and accessible; any lease or agreement shall be sufficiently long as to be convenient for the public and accommodate the corporation's need for operational stability;

(iii) have a physical plant that is accessible to individuals with disabilities to the extent required by law;

(iv) adopt emergency action and disaster preparedness plans appropriate for the corporation's facilities;

(v) ensure that the physical plant is adequately maintained and adequately insured;

(vi) provide adequate security for its natural sites and physical facilities, and ensure that any structure or facility owned or leased by the corporation that houses offices, classrooms or exhibits is equipped with an adequate, working alarm system for detection of fire, smoke and intruders; and

(vii) ensure that any historic structure owned by the corporation that is eligible for or listed on the State and/or National Registers of Historic Places will be restored and/or maintained according to accepted historic preservation practices.

(6) Collections. A historical society without collections or a cultural agency shall not be authorized to acquire, accession or own collections. In the event such corporation acquires, accessions or owns collections, for any reason, the corporation and such collections shall be treated and be subject to the provisions of section 3.27 of this Part with respect to collections, in particular, but not limited to, section 3.27(c)(6) and any applicable definitions in section 3.27(a) of this Part.

(7) Education and Interpretation. The corporation shall:
(i) ensure that its interpretation shall reflect the stated purpose of the corporation and shall be of educational benefit to the public;

(ii) ensure that its programs, publications, and exhibitions are consistent with the organization's mission, based upon the highest standards of scholarship and offered to as broad a segment of the population served as possible, with consideration given to the learning styles of the audiences to be served;

(iii) present regularly scheduled, publicly stated and promoted programs and exhibits that are intrinsically educational for the public's benefit;

(iv) maintain hours of operation that provide reasonably convenient access for the public to the corporation's public programs and exhibitions;

(v) employ a variety of presentation and teaching techniques that acknowledge the ways audiences gather information and learn;

(vi) offer programmatic accommodations for individuals with disabilities to the extent required by law; and

(vii) ensure that any school programs conducted by the corporation shall be based on the appropriate State learning standards, and with input from teachers and/or other educators.

(d) Annual reports. The corporation shall file with the commissioner an annual report, in a form prescribed by the commissioner, which records the educational and cultural activities of the corporation and presents an accurate financial statement of its operations.

(e) Use of names.

(1) The name of the corporation shall be consistent with and clearly indicative of its purposes, and shall not be identical with or so similar to the name of any existing entity as to cause confusion between the corporation and any other entity incorporated under the laws of New York.

(2) The terms "National," "American," "United States," "World," "International," and similar geographically descriptive terms shall not be used in a corporate name unless the corporation seeking to use such term can demonstrate that:
(i) the corporation has such coverage, scope of collections, breadth of exhibits, broad representation and sufficient recognition to warrant such term in the corporate name; or

(ii) such term is used in a context that does not imply a geographical area that is served by the corporation.

(3) No historical society without collections or cultural agency shall use either the words "library" or " museum" in connection with its operations unless authority to operate a library or museum is conferred by the charter of the society or agency and the library or museum operation meets the requirements of the Rules of the Board of Regents or the Regulations of the Commissioner of Education with respect to the operation and registration of a library or museum; provided that such prohibition with respect to the operation of a library shall not apply to collections of books and/or other materials maintained for reference use and not for public circulation.

(f) Dissolution. An historical society without collections or a cultural agency shall comply with all applicable State statutes, rules and regulations relating to dissolution and distribution of assets, and shall not disband or dissolve, nor distribute, spend down or otherwise dispose of its assets except as provided thereunder.

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