US Laws, Codes, Statutes & Cases

 
  § 402. Certificate of incorporation; contents.
    (a)   A   certificate,   entitled  "Certificate  of  Incorporation  of
  .................... (name of corporation), under  section  402  of  the
  Not-for-Profit  Corporation  Law,"  shall be signed by each incorporator
  with his name and address included in such certificate and delivered  to
  the department of state. It shall set forth:
    (1) The name of the corporation.
    (2)  That  the corporation is a corporation as defined in subparagraph
  (a) (5) of section 102 (Definitions); the purpose or purposes for  which
  it  is  formed and the type of corporation it shall be under section 201
  (Purposes); and in the case of a Type C corporation, the  lawful  public
  or quasi-public objective which each business purpose will achieve.
    (3) The county within the state in which the office of the corporation
  is  to  be  located. It may also set forth the post office address of an
  office without the state, at which, pursuant to section 621  (Books  and
  records;  right  of  inspection;  prima  facie  evidence), the books and
  records of account of the corporation shall be kept.
    (4) In the case of a Type A, Type B, or Type C corporation, the  names
  and  addresses  of  the  initial  directors.  In  the  case  of a Type D
  corporation, the names and addresses of the initial directors,  if  any,
  may but need not be set forth.
    (5) The duration of the corporation if other than perpetual.
    (6)  A  designation  of  the  secretary  of  state  as  agent  of  the
  corporation upon whom process against it may  be  served  and  the  post
  office  address  within  or without this state to which the secretary of
  state shall mail a copy of any process against it served upon him.
    (7) If the corporation is to have a registered  agent,  his  name  and
  address  within  this state and a statement that the registered agent is
  to be the agent of the corporation upon whom process against it  may  be
  served.
    (8)  The  statements,  if  any, with respect to special not-for-profit
  corporations  required  under   article   14   (Special   not-for-profit
  corporations).
    (b)  If  the  certificate  is  for  the  incorporation  of an existing
  unincorporated association or group it shall  have  annexed  thereto  an
  affidavit  of  the  subscribers  of  such  certificate stating that they
  constitute a majority of the members of a committee duly  authorized  to
  incorporate such association or group.
    (c)  The certificate of incorporation may set forth any provision, not
  inconsistent with this chapter or any other statute of the state,  which
  provision  is  (1)  for  the  regulation  of the internal affairs of the
  corporation,  including  types  or  classes  of   membership   and   the
  distribution  of  assets  on  dissolution  or  final liquidation, or (2)
  required by any governmental body or officer or other person or body  as
  a  condition  for giving the consent or approval required for the filing
  of such certificate of incorporation.