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Nonprofit Law/NY non-profit law and bylaws


Hi Harvey,
It's Margaret Decker again, are incorporated non-profits in New York State required legally to have bylaws?  And, if bylaw changes are made, do they have to be reported to the IRS?
Thank you,

Good Evening, Margaret,

The New York Not-for-Profit Corporation Law is available at  updated to 2013.

Specifically at § 405 we see, "After the corporate existence has begun, an organization meeting
of the initial directors, or, if directors are not designated in the certificate of incorporation, of the incorporator or incorporators, shall be held within or without this state, for the purpose of adopting by-laws..."

The word "shall" means it is mandatory.  

There is no IRS regulation requiring 501(c)(3) organizations to submit to the IRS amended bylaws, unless the organization completes Form 990 or Form 990-EZ and, in that case they would need to comply with the Form's instructions. Form 990 at Part VI, line 4 asks, "Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?" (on page 6).
The Instructions to that Form 990, on page 21 state
--- Start of Excerpt ---
Line 4.  The organization must report significant changes to its organizing or enabling document by which it was created (articles of incorporation,association, or organization; trust
instrument; constitution; or similar document), and to its rules governing its affairs commonly known as bylaws (or regulations, operating agreement, or similar document).
--- End of Excerpt ---

The question as to what is a "significant" change is discussed below:
--- Start of Excerpt ---
Examples of significant changes to the organizing or enabling document or bylaws include changes to:
The organization's exempt purposes or mission;
The organization’s name (see also the instructions for Specific Instructions, Heading, Item B);
The number, composition, qualifications, authority, or duties of the governing body's voting members;
The number, composition, qualifications, authority, or duties of the organization's officers or key employees;
The role of the stockholders or membership in governance;
The distribution of assets upon dissolution.
The provisions to amend the organizing or enabling document or bylaws;
The quorum, voting rights, or voting approval requirements of the governing body members or the organization's stockholders or membership;
The policies or procedures contained within the organizing documents or bylaws regarding compensation of officers, directors, trustees, or key employees, conflicts of interest,
whistleblowers, or document retention and destruction; and
The composition or procedures contained within the organizing document or bylaws of an audit committee.
--- End of Excerpt ---

Note that, even though an organization does not have to file Form 990 or Form 990-EZ, if it changes its bylaws so that the organization no longer qualifies for 501(c)(3) organization status, it jeopardizes its exemption status.

You are welcome.

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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