Nonprofit Law/Amending By-laws


QUESTION: Hello, I am not certain if this will fall into your line of questions but I am in a quandry. We are a small non-profit yoga and wellness center. An individual has set up a paypal link on their website stating that they are accepting donations on our behalf and it is leading back to their personal website. This person sometimes uses our center but does not have board approval for this. He is however friends with one of our board members. I find this to be illegal, and shady. And could cause problems for us or our members. How should I handle this.
Surprised Board Member.

ANSWER: I suggest that the Board pass a resolution as to the Board's desire that the CEO of the organization deal with situation (or the CEO acts without a resolution).  The act would be first to contact the individual and request that the Paypal link be removed. The individual would be advised that, in order to accept donations for a 501(c)(3) organization that individual would need first the written permission of the organization and then be registered as a charitable solicitor with the State of New York. Information regarding New York State law on charitable
solicitations is available from the Office of Attorney General at

If the individual fails to comply with your organization's request within a few days, then your CEO would contact Paypal as to the issue and, if Paypal does not have the link removed, then contact me for the next steps.

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.

---------- FOLLOW-UP ----------

QUESTION: Your previous response enabled us to resolve the situation quickly and efficiently. Thank you.
Question: I have been reviewing the boards by-laws. We are having a meeting in a week and we will be going over the existing by-laws. Do by-laws of a 501c3 require being registered with any state or other government agency? Are there any laws regarding by-laws? Most of the original board that formed this non-profit are deceased and the only original board-member is not knowledgeable in these matters.

You are welcome.

If your organization is a New York Not-for-Profit Corporation the Law applicable to those types of corporation is available at  updated to 2013. []

In every state, the Articles of Incorporation will take precedence
over the bylaws. You will see some restrictions there as to by-laws and articles of incorporation.

When an organization applies to the IRS for exemption determination with Form 1023 Application for Exemption it must include a copy of its by-laws. After that, in any by-laws contain "material changes" it is wise to send to the IRS a copy of the new by-laws. Your organization would also send a copy of any by-laws that show material changes to the New York State Tax Department if you already have income tax exemption with them.  Other than that, there is no requirement for filing bylaws unless the organization has a specific contract with a government agency and that contract calls for submitting a copy of the by-laws.

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


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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