THE MEMBERSHIP CORPORATIONS LAW. Chapter 35 of the Consolidated Laws. § 12. Prohibitions on officers. No director or other officer of a membership corporation hereafter created shall receive, directly or indirectly, any salary, compensation or emolument from such corporation, either as such officer or director or in any other capacity, unless authorized by the by-laws of the corporation, or by the concurring vote of two-thirds of the directors. No director or other officer of a membership corporation hereafter created shall be interested, directly or indirectly, in any contract relating to the operations conducted by the corporation, nor in any contract for furnishing supplies thereto, unless expressly authorized by the by-laws of the corporation, and by the concurring vote of all the directors. The foregoing provisions of this section shall also apply after January first, eighteen hundred and ninety-six, to every membership corporation existing on August thirty-first, eighteen hundred and ninety-five, and theretofore created under any law repealed by this chapter. Section 40. Purposes for which corporations may be formed under this article. 41. Certificates of incorporation. § 40. Purposes for which corporations may be formed under this article. A membership corporation may be created under this article for any lawful purpose, except a pur pose for which a corporation may be created under any other article of this chapter or any other general law than this chapter. § 41. Certificates of incorporation. Five or more persons may become a membership corporation for any one of the purposes for which a corporation may be formed under this article or for any two or more of such purposes of a kindred nature, by making, acknowledging and filing a certificate, stating the particular objects for which the corporation is to be formed, each of which must be such as is authorized by this article; the name of the proposed corporation; the territory in which its operations are to be principally conducted; the town, village or city in which its principal office is to be located, if it be then practicable to fix such location; the number of its directors, not less than three nor more than thirty; and the names and places of residence of the persons to be its directors until its first annual meeting. Such certificate shall not be filed without the written approval, indorsed thereupon or annexed thereto, of a justice of the supreme court. If such certificate specify among such purposes the care of orphan, pauper or destitute children, the establishment or maintenance of a maternity hospital or lying-in asylum where women may be received, cared for or treated during pregnancy or during or after delivery, or for boarding or keeping nursing children, the written approval of the state board of charities shall also be indorsed thereupon or annexed thereto, before the filing thereof. On filing such certificate, in pursuance of law, the signers thereof, their associates and successors, shall be a corporation in accordance with the provisions of such certificate. Any corporation heretofore or hereafter organized under this article for the purpose of gathering, obtaining and procuring information and intelligence, telegraphic or otherwise, for the use and benefit of its members, and to furnish and supply the same to its members for publication in newspapers owned or represented by them may admit as members thereof, other corporations, limited liability companies, joint-stock and other associations, partnerships and individuals engaged in the same business or in the publication of newspapers, periodicals or other publications, upon such terms and conditions, not inconsistent with law or with its certificate of incorporation, as may be prescribed in its by-laws. Certificates of incorporation of homes for children not properly filed without the approval of the State Board of Charities. STATE OF NEW YORK, ALBANY, August 2, 1909. Dr. ROBERT W. HILL, Secretary, State Board of Charities, Albany, N. Y.: DEAR SIR.I have your letter of the 29th ultimo, in reference to the. Sunnyside Association of New York City, which I note has filed a certificate of incorporation with the Secretary of State without receiving the approval of your Board. You ask whether, under the statutes, this approval was necessary before the certificate could be legally filed. I note from your letter that the objects of this association are, in part, "to maintain and conduct a summer home or homes and to provide free summer outings for children and their mothers." Section 41 of the Membership Corporations Law provides for the formation of corporations not elsewhere authorized, and further provides in part: "If such certificate specifies among such purposes the care of orphan, pauper or destitute children or for boarding or keeping nursing children, the written approval of the State Board of Charities shall also be endorsed thereupon or annexed thereto before the filing thereof." As you point out in your letter, under the broad provisions of the certificate in the present case, it would seem as if the purposes above-mentioned are included in the certificate. Apparently the purpose is to provide a home for children of all ages and all conditions and therefore the care of orphan, pauper and destitute children and of nursing children is necessarily included. It is therefore, my opinion, that this certificate could not properly be filed under Article III of the Membership Corporations Law, without the approval of the State Board of Charities. Very truly yours, EDWARD R. O'MALLEY, A certificate of incorporation which includes some primary educational features can be granted pursuant to the Membership Corporations Law with the consent of the Board of Regents, and the approval of a justice of the Supreme Court and the State Board of Charities. INQUIRY. Under date of August 7th, the State Board of Charities asks for an opinion as to the approval of a certificate of incorporation of the Christian Herald Fukien Industrial Home (Interdenominational) whose purposes and objects are as follows: "To extend a helping hand to orphaned, homeless and unfortunate Chinese children, to provide them with food, shelter, clothing, and other necessaries of home life, and to give them a literary and an industrial education under Christian influences." OPINION. The purposes expressed in the proposed certificate are twofold, (1st) to assist orphaned, homeless and unfortunate Chinese children, to provide them with the necessaries of life, and (2nd) to give them literary and industrial education under Christian influences. A corporation for the purposes expressed under the first subdivision of the certificate could only be made under the Membership Corporations Law, but with the educational features included in the purposes of the corporation, the subject becomes considerably involved, as it is provided in section 40 of the Membership Corporations Law that: "A membership corporation may be created under this article for any lawful purpose, except a purpose for which a corporation may be created under any other article of this chapter, or any other general law than this chapter." This provision clearly excludes the incorporation of a membership corporation under that act if the corporation sought to be established can be created by any other article of the chapter or any other general law than that chapter, unless it can be created by consent of the Board of Regents as hereinafter stated. Section 59 of the Education Law reads as follows: "§ 59. Charters.- Under such name, with such number of trustees or other managers, and with such powers, privileges and duties, and subject to such limitations and restrictions in all respects as the regents may prescribe in conformity to law, they may, by an instrument under their seal and recorded in their office, incorporate any university, college, academy, library, museum, or other institution or association for the promotion of science, literature, art, history or other department of knowledge, or of education in any way, associations of teachers, students, graduates of educational institutions, and other associations whose approved purposes are, in whole or in part, of educational or cultural value deemed worthy of recognition and encouragement by the University. No institution or association which might be incorporated by the regents under this chapter shall, without their consent, be incorporated under any other general law." I think the foregoing provision was intended mainly for the incorporation of colleges, seminaries and institutions designed for the promotion of higher education, and was not intended to apply to primary schools or to homes for orphans, or other charitable institutions in which some of the elementary branches of education may be taught (note the phraseology, also see Matter of Lampson, 33 App. Div. 49-58), but its language is too broad to be eliminated from consideration in its application to the incorporation of this Home where one of its purposes is stated to be to give the children a literary and industrial education. My predecessor, Attorney-General Carmody, refused under date of February 6, 1913, to approve a certificate of the "Alpha and Omega, Undenominational Industrial Training Home" upon the ground that the purposes specified in its charter were educational and therefore came within the provisions of section 59 of the Education Law. I do not think with this educational purpose left in the proposed certificate that incorporation can be perfected under the Membership Corporations Law without the consent of the Regents. It will be observed, however, that by the last sentence of section 59, the Regents are given implied authority to consent to an incorporation of a company involving educational features, under any other general law. In my opinion, a certificate of incorporation under the Membership Corporations Law, consented to in writing indorsed thereupon or annexed thereto by the Board of Regents, together with the written approval of a justice of the Supreme Court, and the State Board of Charities, indorsed thereupon or annexed thereto before the filing of the same, in compliance with sections 41 and 130 of the Membership Corporations Law would be a valid and legal incorporation of the proposed Home. These last two certificates become necessary on account of the charitable purposes stated in the proposed certificate, and the Board of Regents have no authority to grant a certificate for such a purpose. There appears to be no power vested in the Board of Regents to grant a charter for any purpose except some educational purpose, and as the certificate under consideration is mainly for the purpose of assisting and providing a home for orphaned and homeless Chinese children, its incorporation must be secured if at all, under the Membership Corporations Law, and as the Regents are given authority to consent to such an incorporation, and if such consent is granted coupled with the approvals hereinbefore stated, the incorporators will have complied with all the statutory requirements and the certificate will be valid and lawful. Dated August 12, 1915. EGBURT E. WOODBURY, Attorney-General. To the State Board of Charities, Albany, N. Y. ARTICLE VII. Hospital Corporations. § 130. Certificate of incorporation. Five or more persons may become a corporation for the purpose of erecting, establishing or maintaining a hospital, infirmary, dispensary, or home for invalids, aged or indigent persons, by making, acknowledging, and filing a certificate, stating the particular object for which the corporation is to be formed; the name of the proposed corporation; the town, village or city in which its principal office is to be located; the number of directors, not less than three nor more than forty-eight; the names and places of residence of the |