Proposals Requiring Charter Amendment or Amendment of Certificate of Incorporation
Section 224 of Education Law states, “No individual, association, co-partnership or corporation not holding university, college or other degree conferring power by special charter from the legislature of this state or from the regents shall confer any degree."
What is a charter?
The Board of Regents incorporates independent, not-for-profit colleges and universities by issuing a charter. Each corporation the Regents create possesses the corporate powers that its charter specifies together with the powers the Education Law confers on all such corporations.
An independent institution’s charter defines its legal authority with respect to the location and scope of its programs of study and the degree(s) it may award.
What actions require charter amendment?
The following conditions require amendment of an institution’s charter:
- Initial authority to award degrees. The process by which an existing non-degree institution chartered by the Regents acquires degree-conferring power includes amendment of its charter. The process requires information beyond that required for program registration and master plan amendment approval for existing degree-granting institutions. Additional information can be found at: http://www.highered.nysed.gov/ocue/aipr/Protocolforopeningacollege.htm
- New degree titles, including degrees at new levels. Most charters list the specific degree titles the institution may award. Adding a new degree title may require a charter amendment.
- Change of location or establishment of a branch campus. Charters specify an institution’s principal location and the additional locations at which it may operate. Therefore, moving the main campus to a location not authorized in the charter or establishing a branch campus in a location not authorized by the charter requires a charter amendment. (Establishment of a branch campus also needs approval of an amendment to the institution’s master plan.)
- Operation beyond limitations of the charter. In general, if an independent institution wishes to engage in an activity beyond limitations specified in its charter, it needs a charter amendment. This may include, but need not be limited to, extending its programs to a new level of study (e.g., a two-year college seeking baccalaureate powers) or expanding into fields not authorized by the charter (e.g., medicine or dentistry).
- Other actions not related to programs of study, such as changing the number of the institution’s trustees, also may require amendment of an independent institution’s charter.
Filing a Petition for a Charter Amendment
If a charter amendment is necessary, the institution must file a petition for charter amendment with the Office of Counsel:
Office of Counsel
State Education Department
Education Building - Room 116
Albany, New York 12234
When should a charter amendment be requested?
The institution should submit the charter-related materials to the State Education Department's Office of Counsel at the same time that the proposal for registration action is submitted. The process described should also be followed by an institution seeking a Regents charter for initial authority to award degrees.
Do public (SUNY and CUNY) institutions have charters?
Public institutions are not chartered by the Regents. The State University of New York and The City University of New York and their campuses and community colleges exist by virtue of provisions of Education Law (Article 8 for SUNY, Article 125 for CUNY and Article 126 for community colleges). Section 355 of Education Law authorizes the State University Trustees to confer all degrees they were authorized to award when it was enacted (July 1, 1948) “and also such other degrees as the regents may hereafter specifically authorize them to grant.” Section 6206 authorizes the City University Trustees to confer the degrees that the New York City municipal colleges awarded prior to April 16, 1926, “and also such other degrees, as the regents thereafter specifically authorized or may hereafter authorize them to grant.” For each system, the Regents authorize use of additional degree titles campus-by-campus, on the request of the system’s Board of Trustees.
What is a certificate of incorporation?
Proprietary colleges are sole proprietorships, associations, partnerships, or business corporations that operate for profit. To operate in New York State, proprietary colleges require a certificate of incorporation. They may offer degrees only if the Regents grant them the authority to do so. Such authorization is granted individually for each degree title (e.g., Associate in Applied Science [A.A.S.]). Section 224 of Education Law prohibits the transfer of authority to a new owner without action by the Regents.
A proprietary college’s certificate of incorporation with the Department of State may also need to be amended in connection with proposals to award new or additional degree titles, to change the location of an existing campus or to establish a new branch campus, to change the name of the college, or to conduct any activities beyond the limitations expressed in the certificate of incorporation. Such amendments are, in turn, submitted to the Department for the consent of the Commissioner.
More information on filing for consent of the Commissioner can be found here:
(Statutory Authority: Section 224 of Education Law; for charters, see also Sections 216, 216-a, 217, 218, 219, 223, and 226; for degree authorizations for units of State and City
University, see Sections 355 and 6206, respectively).