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Nonprofit Law/taking over a nonprofit


I am vice president of a not for profit 501c3 in the state of New York.
We are attached to a church, but have our own entity and 501c3 status.
the church members are falling in numbers and have voted to close the church.
The board members of our entity are old and have decided that we should wind down this organization and dissolve it. We have not voted on it as of yet and there is only a discussion.
I would like to purchase or take control of this organization.
Develop a new board and continue to run it.
Would we only have to vote on this and file some paperwork with the state listing the new board members? The church did not file the articles of incorporation one of the board members did some 13 years ago so would we have to change the name of the incorporator?

I am an member of the New York bar and I don't know what you mean by "attached to a church", but, from what you wrote your Not-for-Profit Corporation which had received a determination letter from the IRS that it is exempt from federal income taxes as a 501(c)(3) organization has some contractual relationship with a church.

It appears that you are asking about you purchasing or taking over both the church and the 501(c)(3) organization of which you are currently Vice-President.

No one owns a church or Not-for-Profit Corporation and, therefore, there is no way to "purchase" such organizations although someone may purchase the assets.  If, however, if the entities will remain and it will not be simply a purchase of assets, the board of the Not-for-Profit Corporation may be changed and that procedure would be different for the Not-for-Profit Corporation compared to the procedure required for a church.

I have in my profile that this free forum is only for general questions about IRS federal exemption issues of 501(c)(3) organizations.  Your matters are controlled by state law.  I would be willing to give you some advice after you send me copies of the Not-for-Profit's articles of incorporation and bylaws and any organizational documents of the church, if they exist.  But your issues are beyond the boundaries of this free forum and I would need to spend a substantial amount of time in analyzing the relevant portions of the organizational documents so I would be charging you a fee for that written analysis.  If you want to hire me, send me an email directly to my email address below and I will quote you my fees for a one hour consultation.  That amount of time would probably be sufficient.

Harvey Mechanic
Attorney at Law
Member of New York Bar

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.

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Harvey Mechanic


DO NOT GIVE ME INFORMATION THAT YOU WANT KEPT CONFIDENTIAL. I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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