Chartering

• Background Information on Regents Certificates of Incorporation

  Cultural agencies that do not qualify as a museum or historical society with collections are not eligible for a charter. If the organization is nonprofit, organized for the promotion of science, literature, art, history, or other department of knowledge, and is educational in any way; for example preservation groups, or friends groups for museums, historical societies or historic sites, and wishes to incorporate, it may petition for the issuance of a Regents certificate of incorporation. This instrument constitutes official recognition that the organization's purposes are of educational or cultural value. It is a permanent form of incorporation. These organizations are not authorized to own or hold collections, as defined in section 3.27 (a)(7) of Regents Rules, except to borrow items owned by other institutions for brief periods of time for purposes of study or short-term, temporary exhibition.

• Benefits of Regents Incorporation

  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.

Regents Certificate of Incorporation Directions

• Applying for a Regents Certificate of Incorporation

  Applying for a Regents Certificate of Incorporation

  In New York State museums, historical societies and educational corporations are incorporated by the State Education Department/ Board of Regents. A museum, historical society or educational corporation that does not own or intend to own a collection may apply for a Regents Certificate of Incorporation.

  A museum or educational corporation that does own or intend to own a collection does not qualify for a Regents Certificate of Incorporation. These organizations should apply for a Provisional Charter.

  Steps to Apply for a Regents Certificate of Incorporation

  Step 1: A board of trustees must be formed for the creation of a new museum or educational corporation. The board can have no more than one third of its members related by birth, marriage, or domicile.

  Step 2: An application for a Regents Certificate of Incorporation can be submitted to the Board of Regents. A sample petition and the required Cultural Organization Questionnaire can be downloaded as one file at the following link or at the end of this document: http://www.nysm.nysed.gov/chartering/museum

  Step 3: The petition and board resolution must be completed, signed and notarized by the board members in the following way:

              -Petition: Notarized signature from the Board President and Secretary (or any two officers) or three-fourths of the board of trustees.

  Step 4: The Cultural Agency Questionnaire should be completed, and the supporting documentation outlined on page ten of the questionnaire should be compiled. The supporting documentation includes:

              -Constitution and/or By-Laws
              -List of Trustees
              -Code of Ethics
              -List of all Board Committees
              -List of Positions, hours per week of employees and salaries, if applicable
              -Resumes of professional staff members if organization’s operating budget is greater than $100,000, if applicable
              -Copy of the organization’s IRS tax-exempt letter, if applicable
              -Budget or list of potential expenditures

  Step 5: The petition (the original and two copies), a check for $100 made out to the New York State Education Department, the Cultural Agency Questionnaire and supporting documentation should be mailed to the Office of Counsel at:

  New York State Education Department, Office of Counsel

  89 Washington Ave., Room 148 EB, Albany, NY 12234

  Step 6: The application will be reviewed by the Office of Counsel and the Chartering Program at the New York State Museum. Upon completion of both reviews, and assuming all the paperwork is in order, the application will be added to a future Regents Agenda to be voted on. It can take two to three months for an application to be reviewed, added to an Agenda and be voted on during a Regents Meeting.

  Sample Documents

  Certificate of Incorporation Petition (36.5 KB)

  Questionnaire (18.94 KB)

  Constitution (76.3 KB)

  Bylaws (359.44 KB)

  Sample Code of Ethics (23.5 KB)
• Applying to Amend the Regents Certificate of Incorporation

  An educational corporation may apply to amend their Regents Certificate of Incorporation at any time. Possible amendments to an educational corporation's Regents Certificate of Incorporation include the:

  • Corporate Name
  • Corporate Purposes
  • Corporate Address
  • Number of Trustees

  Steps to Amend the Regents Certificate of Incorporation

  Step 1: The decision to amend must be agreed upon by the board of the educational corporation with a three-fourths majority vote.

  Step 2: An application to Amend the Regents Certificate of Incorporation can be submitted to the Board of Regents. A sample petition and board resolution can be downloaded below.

  Step 3: The petition and board resolution must be completed, signed, and notarized by the board members in the following way:

  • Petition: Notarized signature from the Board President and Secretary (or any two officers) or three-fourths of the board of trustees.
  • Board Resolution: Signed by the Board Secretary

  Step 4: The petition (the original and two copies), board resolution (the original and two copies), and a check for $60 made out to the New York State Education Department should be mailed to the Office of Counsel at:

  New York State Education Department, Office of Counsel
  89 Washington Avenue, Room 148 EB, Albany, NY 12234

  Step 5: The application will be reviewed by the Office of Counsel and the Chartering Program at the New York State Museum. Upon completion of both reviews, and assuming all the paperwork is in order, the application will be added to a future Regents Agenda to be voted on. It can take two to three months for an application to be reviewed, added to an Agenda, and be voted on during a Regents Meeting.

  Sample Documents

  Amend the Regents Certificate of Incorporation Petition (33.5 KB)
• Applying to Dissolve the Regents Certificate of Incorporation

  Dissolving an educational corporation's Regents Certificate of Incorporation means the organization is ending operations and wishes to formally end the terms of their Regents Certificate of Incorporation.

  An educational corporation might decide to dissolve due to a lack or membership or money, or because the organization formed for a specific purpose that has been completed or is no longer relevant. Dissolving a Regents Certificate of Incorporation requires an act of the Regents.

  Steps to Dissolve

  Step 1: The decision to dissolve must be agreed upon by the board of the educational corporation with a three-fourths majority vote.

  Step 2: An application must be sent to the Board of Regents to dissolve the corporation. A sample petition, board resolution, and tax affidavit can be downloaded below.

  Step 3: The petition, board resolution, and tax affidavit must be completed, signed and notarized by the board members in the following way:

  • Petition: Notarized signatures from the Board President and Secretary (or any two officers) or three-fourths of the board of trustees.
  • Board Resolution: Signed by the Board Secretary
  • Tax Affidavit: Notarized signatures from the Board President and Secretary

  Step 4: The petition (the original and two copies), board resolution (original and two copies), tax affidavit (original and two copies), and a check for $60 made out to the New York State Education Department should be mailed to the Office of Counsel at:

  New York State Education Department, Office of Counsel
  89 Washington Avenue, Room 148 EB, Albany, NY 12234

  Step 5: The application will be reviewed by the Office of Counsel and the Chartering Program at the New York State Museum. Upon completion of both reviews, and assuming all the paperwork is in order, the application will be added to a future Regents Agenda to be voted on. It can take two to three months for an application to be reviewed, added to an Agenda, and be voted on during a Regents Meeting. 

  Sample Documents

  Dissolution of the Regents Certificate of Incorporation Petition (52 KB)