Law School Case Brief
Association for Preservation of Freedom of Choice, Inc. v. Shapiro - 9 N.Y.2d 376
In passing upon an application for the approval of a membership corporation, the duty of the court is not merely to see to it that the requirements of the statute have been met, but also to judicially determine whether the objects and purposes of the proposed corporation are lawful, in accord with public policy and not injurious to the community.
Appellant and its subscribers filed an application to incorporate as a domestic membership corporation under the Membership Corporation Law. In addition, appellant filed an application with the Secretary of State to accept and file a certificate of incorporation. Respondent justice denied the approval based on his personal notion of what was contrary to public policy or injurious to the community. When the appellant filed a petition before the appellate division, the appellant’s petition was denied.
Does a New York Justice have a legal basis to reject the application for the approval of a membership corporation?
The court found that the purposes expressed in the proffered certificate of incorporation were not unlawful and thus, could not find any legal basis for its rejection. The court reversed the order of the appellate division, which denied the application for an order directing the justice to annul and revoke his opinions.
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