New York Nonprofit Bylaws
New York nonprofit bylaws work as a guidebook for your board of directors, officers, and others to follow. Bylaws include the rules, regulations, and processes that you want your nonprofit to use. Whether it’s deciding how to add new board members or what the process of dissolution should be, your bylaws can include it all.
Your bylaws are an important part of running your nonprofit smoothly. You can use the free template that our attorney drafted to get you started!
Why does a New York nonprofit need bylaws?
You follow the processes outlined in your bylaws as your organization grows and faces obstacles. Though the state of New York does not require you to submit your bylaws with your formation documents like your Certificate of Incorporation, your nonprofit bylaws are nevertheless a crucial document.
1. Nonprofit bylaws are legally required in New York.
In NY § 405 of Chapter 35 NPC for New York legal statutes, it says that nonprofits must hold an organizational meeting at the beginning of their tenure for “for the purpose of adopting by-laws”, among other things. Your nonprofit does not need to submit your bylaws to the state, but you must write and adopt bylaws to be in good legal standing with New York state.
2. Third parties will ask to see your bylaws.
Your bylaws are technically an internal-facing document but there are a few occasions where you might want to show them to people outside of the organization. Donors, for example, might want to see that you are organized and prepared for conflict before pledging their donations. Banks might also require your bylaws to open up a business bank account. Additionally, you will be required to supply your bylaws to the IRS if you apply for 501(c)(3) tax-exempt status.
3. Nonprofit bylaws allow you more control over your nonprofit.
Your bylaws work as a rule book for your board of directors, officers, and employees to follow. If your bylaws, then, are incomplete or vague, there is room for confusion and disputes. If a dispute arises and there is no clear response in your bylaws, the state of New York can step in. By having clear bylaws, you can more easily keep conflicts and resolutions internal to your nonprofit.
Want to learn more? Check out our Guide to Nonprofits.
What do New York Nonprofit Bylaws include?
Your bylaws include information about your business and how you would like it to be managed—this includes everything from your basic info, such as your business name and purpose, to your emergency procedures. The bylaws can be anything you like so long as nothing in the bylaws go against the legal statutes of New York. A few things you ought to include are how to:
- add or remove board members
- hold board meetings
- hold a vote
- handle conflicts of interest
- amend the bylaws
- dissolve the nonprofit
Are nonprofit bylaws legally binding?
Yes. Your bylaws are legally binding as soon as they are adopted by the board of directors or incorporators.
Are nonprofit bylaws public record?
Not automatically. Your bylaws are an internal document. However, if you apply for 501(c)(3) tax-exempt status with the IRS, you will have to include the bylaws with your application, and the IRS will make them public record.
Do nonprofit bylaws need to be signed?
No. Your bylaws will be legally binding even if they are not signed. That being said, we do recommend signing your bylaws. Adding signatures can help streamline processes later down the road and makes certain that the board of directors are aware of the bylaws from the start.
Can nonprofit bylaws be changed?
Yes. Your bylaws can be amended by whatever means you have written in your initial adopted draft of your bylaws. You’ll want to amend bylaws every so often to make sure that your bylaws are consistent with your organization’s goals and needs as your nonprofit grows.
Who adopts nonprofit bylaws?
Your incorporators or your board of directors adopt your bylaws at your first organizational meeting of the board of directors.