## Facts

- An unincorporated group sought judicial approval in the New York Supreme Court, Queens County, to file a certificate of incorporation for a charitable membership corporation commonly referred to as the Sidney Gelb Chapter for Cancer Research.
- The proposed corporation’s stated purpose was generally to raise money to support cancer research and related efforts against cancer.
- The incorporation request was submitted under the then-applicable New York procedure requiring court approval for certain charitable corporations before the certificate could be filed.
- The papers described the proposed mission in broad terms but did not explain, in any meaningful detail, why existing cancer-research and cancer-fundraising organizations were inadequate or why a new organization was necessary.
- The submission also did not set out clear arrangements for how contributions would be collected, safeguarded, accounted for, and transferred to research or other recipients.
- The court considered the matter on the written submission, without a hearing or oral argument, and evaluated whether the papers justified granting corporate status for a charity that would solicit from the public.

## Issues

1. Whether a court should approve a certificate of incorporation for a charitable membership corporation when the papers state only a general charitable aim (raising funds for cancer research) and do not show why a new organization is needed in light of existing charities.
2. Whether a court may deny approval when the proposed certificate and supporting papers lack concrete provisions or information providing reasonable assurance of supervision, accountability, and proper use of solicited charitable funds.

## Decision

- The court refused to approve the proposed certificate of incorporation as submitted.
- The application was denied without prejudice to renewal on papers that supplied adequate detail and assurances.
- The court reasoned that judicial approval is not automatic for charities that intend to solicit from the public; the court must be satisfied that the formation is justified and that there are reasonable protections against misuse or diversion of funds.

## Legal Principles

- When a statute requires judicial approval for formation of a charitable membership corporation, the court’s function is substantive; approval is conditioned on a sufficient showing that the proposed corporation is appropriate for charitable solicitation and operation.
- A general statement of charitable purpose may be insufficient where many established organizations already operate in the same field; applicants may be required to explain what need the new corporation serves and how it differs from or relates to existing charities.
- In reviewing charitable incorporation papers, a court may require information and charter provisions that provide reasonable assurance of supervision and accountability, including how funds will be handled and applied to the stated charitable ends.
- The court may deny approval—without barring a later application—when the submitted papers do not supply enough detail to allow meaningful review of the organization’s need, governance, and financial controls.

## Conclusion

The New York Supreme Court denied, without prejudice, an ex parte application to incorporate the Sidney Gelb Chapter for Cancer Research because the papers stated only a broad fundraising purpose, did not explain why another cancer-related charity was needed given existing organizations, and did not provide sufficient information or charter protections to assure proper supervision and accountable use of public contributions.


In re Sidney Gelb Chapter for Cancer Research, Inc., 187 N.Y.S.2d 184 (1959)