Frequently Asked Questions Concerning Education Corporations
1.What is the purpose of a charter or a Regents certificate of incorporation?
2. What is the difference between a charter and a Regents certificate of incorporation? When should I apply for a charter? When should I apply for a Regents certificate of incorporation?
3. Do I need to file anything with the Secretary of State?
4. Where should I send my petition?
5. How many copies of the petition should I send? Must I send the original?
6. What does it cost? Should I send payment with my petition? Is a money order acceptable?
7. What should I do if I can’t get everyone who needs to sign the petition together at one time?
8. What must I do to ensure that the notarization is correct?
9. Can anyone other than a notary public witness our signatures?
10. How many trustees can my corporation have?
11. How many trustees or officers must sign a petition?
13. For an existing corporation, how many trustees need to vote on a corporate action?
14. What should I do if I can’t call together enough trustees at a meeting?
15. What else should I send to the Education Department?
16. How long does the process take?
17. What about tax-exempt status?
18. What should I provide if someone, such as the Internal Revenue Service or a bank, asks for a copy of my articles of incorporation, or certificate of incorporation?
19. What if someone doesn’t recognize my charter as my articles/certificate of incorporation? How do I request a certificate of good standing?
20. What if my provisional charter expires before I can petition for it to be extended or replaced by an absolute charter? Must I reapply for a new charter?
21. What if I change my corporate name, or change what my corporation does, or move to a different address than the one specified in my charter?
22. Can the Board of Regents remove a trustee from an education corporation?
1. Q: What is the purpose of a charter or a Regents certificate of incorporation?
A: A charter or a Regents certificate of incorporation is an incorporating document issued by the Board of Regents that forms an education corporation, a non-profit legal corporate entity.
2. Q: What is the difference between a charter and a Regents certificate of incorporation? When should I apply for a charter? When should I apply for a Regents certificate of incorporation?
A: Both a charter and a Regents certificate of incorporation have the same legal effect of forming an education corporation. A charter is granted to institutions that perform certain core educational functions: (1) colleges and universities, and other institution of higher education; (2) nursery schools, kindergartens, elementary schools and secondary schools; (3) libraries, archives, museums and historical societies; and (4) public television and/or public radio stations. A Regents certificate of incorporation is issued to institutions that, although not performing a core educational function listed under (1) through (4) above, nevertheless perform an educational function deemed worthy of recognition by the Board of Regents.
3. Q: Do I need to file anything with the Secretary of State?
A: No, chartering or incorporation by the Board of Regents as an education corporation is the equivalent of filing a certificate of incorporation with the Secretary of State.
4. Q: Where should I send my petition?
A: With the exception of libraries, you should send it to the New York State Education Department, Office of Counsel, Room 148, State Education Building, 89 Washington Avenue, Albany, New York 12234. Forms for libraries should be sent to the New York State Education Department, Office of Library Development, 10B41 Cultural Education Center, 310 Madison Avenue, Albany, NY 12230.
5. Q: How many copies of the petition should I send? Must I send the original?
A: You must send the original document and two photocopies.
6. Q: What does it cost? Should I send payment with my petition? Is a money order acceptable?
A: Yes, you should include with your petition a check (with an imprinted name and address) or a money order to cover the review fee. The fees for actions for corporations with charters and Regents certificates of incorporation are listed below:
Provisional charter - $100
Absolute charter in the first instance - $100
Regents certificate of incorporation - $100
Amendment of charter/certificate of incorporation - $60
Restatement of charter/certificate of incorporation - $60
Absolute charter (to replace a provisional charter) - $60
Extension of provisional charter - $60
Amendment and absolute charter or extension of charter - $60
Order of consolidation - $100
Dissolution - $60
7. Q: What should I do if I can’t get everyone who needs to sign the petition together at one time?
A: You can have the petition signed in counterparts, i.e., using separate signature pages. In that case, separate notarizations must be included for each signature or group of signatures.
8. Q: What must I do to ensure that the notarization is correct?
A: You must include the notary acknowledgment statement that is included in the sample petitions and have your notary public complete the statement and sign and affix his/her stamp to the document.
9. Q: Can anyone other than a notary public witness our signatures?
A: Yes, a commissioner of deeds may do so. Only someone who is qualified to witness signatures may notarize a document.
10. Q: How many trustees can my corporation have?
A: It must have a minimum of five but not more than twenty-five, unless a specific request is made to the Board of Regents during the life of the corporation to increase that number. In no event may a corporation have fewer than five.
11. Q: How many trustees or officers must sign a petition?
A: A petition for a new charter or Regents certificate of incorporation must be signed by everyone who wants to be named as both an initial trustee and an incorporator in the charter or certificate. At least five trustees must sign the petition. Any trustee who does not must sign a separate, notarized consent to serve as a trustee and will not be named as an incorporator. For an existing corporation, two officers (not trustees) must sign the petition. (With a petition for dissolution, three-fourths of the trustees may instead sign.)
12. Q: For an existing corporation, who may execute the certification of the trustees’ vote to take corporate action?
A: Only the secretary or acting secretary may do so. Any officer EXCEPT the president may act as an acting secretary if necessary.
13. Q: For an existing corporation, how many trustees need to vote on a corporate action?
A: Any action involving an amendment, restatement, consolidation or dissolution requires a three-fourths vote of the entire board. To extend a provisional charter, or to replace it with an absolute charter, a simple majority will suffice.
14. Q: What should I do if I can’t call together enough trustees at a meeting?
A: You may obtain the consent of the trustees; however, this must be unanimous – all of your trustees must sign a consent to the resolutions, and your secretary will need to revise the certification accordingly. You will need to submit photocopies of each consent with your petition and certificate.
15. Q: What else should I send to the Education Department?
A: You will also need to send documentation in support of your petition. While you may include this with your petition and check, it is usually best to send this to the office within the Department that will review it. The office that reviews these materials for nonpublic schools, nursery – grade 12, is the Office of Nonpublic School Services, telephone(518)473-8202. For cultural institutions such as museums and historical societies, you may contact the State Museum’s Chartering Program, telephone: (518) 474-5976, email: Charters@nysed.gov. For postsecondary institutions, including private colleges and universities, please contact the Office of Higher Education, telephone (518) 474-1551.
16. Q: How long does the process take?
A: This can vary, depending upon what the corporation will be doing, how much documentation the reviewing office needs, how quickly you are able to provide the requested information, and what the Board of Regents’ meeting schedule is. Generally, most charter actions require about four months, some longer.
17. Q: What about tax-exempt status?
A: You must separately file for tax-exempt status with the Internal Revenue Service. You will need to send the IRS a copy of your charter or Regents certificate of incorporation. That document will include the type of language that shows the IRS you will be non-profit.
18. Q: What should I provide if someone, such as the Internal Revenue Service or a bank, asks for a copy of my articles of incorporation, or certificate of incorporation?
A: Your charter or Regents certificate of incorporation is equivalent to articles/certificate of incorporation.
19. Q: What if someone doesn’t recognize my charter as my articles/certificate of incorporation? How do I request a certificate of good standing/existence?
A: You may request from the Office of Counsel, via email to Legal@nysed.gov , a certificate of existence to prove your legal corporate existence. Please note the processing time is 7 to 10 business days.
20. Q: What if my provisional charter expires before I can petition for it to be extended or replaced by an absolute charter? Must I reapply for a new charter?
A: Unless you have received notice from the Regents that your provisional charter will be terminated for good cause, simply submit a petition for extension or an absolute charter as quickly as possible. Your corporation will continue to exist in the interim. You do not need to petition for a new charter.
21. Q: What if I change my corporate name, or change what my corporation does, or move to a different address than the one specified in my charter?
A: You must petition the Regents for an amendment to your charter to reflect the changes.
22. Q: Can the Board of Regents remove a trustee from an education corporation?
A: Yes, “[t]he regents may remove any trustee of a corporation created by them for misconduct, incapacity, neglect of duty, or where it appears to the satisfaction of the regents that the corporation has failed or refuses to carry into effect its educational purposes.” See Education Law §226(4). The procedure for removal of trustees from the board of an education corporation can be found within section 3.31 of the Rules of the Board of Regents. Such removals are a legally different and a distinct process than the removal of trustees from a school district’s board of education.