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Articles 31 - 60 of 94
Full-Text Articles in Business Organizations Law
Nonprofit Corporations - A Survey Of Recent Cases, Lizabeth A. Moody
Nonprofit Corporations - A Survey Of Recent Cases, Lizabeth A. Moody
Cleveland State Law Review
The relatively few persons who write or teach in the field of nonprofit organizations are chronic complainers about the lack of case law in the area. The sparseness of authority leaves practitioners without adequate guidelines with which to advise clients, and leaves academicians without visible trends on which to develop theories.
Non-Profit Corporations' Names, Sheila M. Kahoe
Non-Profit Corporations' Names, Sheila M. Kahoe
Cleveland State Law Review
A non-profit organization , like its counterpart, the profit-seeking corporation, must have a name if it is to exist as a legal entity. Most states impose statutory restrictions on the selection of a name, with little or no distinction between the rules governing the business corporation and the non-profit corporation. For example, in Ohio the two sections of the Revised Code relating to corporate names are virtually identical. The Ohio statute serves to illustrate the policy reasons for the state's policing of the selection of a corporate name. Two important considerations are set forth in the statute: first, that the …
Proprietary Mentality And The New Non-Profit Corporation Laws, Howard L. Oleck
Proprietary Mentality And The New Non-Profit Corporation Laws, Howard L. Oleck
Cleveland State Law Review
New York's New "Not-For-Profit Corporation Law" statute is likely to increase the abuse of non-profit status by many persons who pretend to be governed by altruistic motives but who actually are motivated mainly by the desire to enrich themselves.-That is the unpalatable thesis of this paper.
Death Of Charitable Trust Corporation Law, B. Richard Sutter
Death Of Charitable Trust Corporation Law, B. Richard Sutter
Cleveland State Law Review
Since the subject of non-profit corporations covers such a broad area, this paper will be limited to "Type B corporations" (i.e., the "charitable" type) as described in the new New York Not-For-Profit Corporations Law. These classifications of the new statutory concept (Types A, B, C, D) look to the general purpose of the organization, rather than to a very specific purpose, or to whether or not stock is issued. The New York law further provides for the possibility of any corporation having multiple and overlapping purposes, thus providing a very rational and simple (though debatable as to policy) test to …
Non-Profit Types, Uses, And Abuses: 1970, Howard L. Oleck
Non-Profit Types, Uses, And Abuses: 1970, Howard L. Oleck
Cleveland State Law Review
American society long has consisted, to an extraordinary extent, of voluntary associations of persons and organizations not-for-profit, but for the public good (pro bono publico). No other nation in the world even approaches the United States in number and activity of non-profit organizations. These organizations are based on the characteristic American tendency to form groups (to associate themselves) voluntarily, for the accomplishment of social, religious, educational, fraternal, economic, and other purposes. Americans are the greatest "joiners" in the world. American non-profit organizations, generally speaking, are a magnificent part of the society, despite the disturbing growth of abuses among them.
Organization And Operation Of Non-Profit Corporations - Some General Considerations, Robert S. Pasley
Organization And Operation Of Non-Profit Corporations - Some General Considerations, Robert S. Pasley
Cleveland State Law Review
To come now to my assigned topic, I propose to discuss some of the more general aspects of non-profit corporations under the following headings: Definitions, Purposes and Powers, Formation, Finance, Members. My observations will be based principally on the Model Non-profit Corporation Act and the recently enacted New York Not-for-Profit Corporation Law. The former has been adopted in some six or seven states and parts of it have been enacted in four other states.
State Tax Exemptions Of Non-Profit Organizations, Carroll H. Sierk
State Tax Exemptions Of Non-Profit Organizations, Carroll H. Sierk
Cleveland State Law Review
Of the several different types of taxes which need to be discussed, perhaps the real property tax is the most important. The real exemption area currently seems to be where most of the action is, most of the legislative activity and most of the significant litigation. Of lesser importance is the personal property tax. With regard to sales and use taxes, we have two separate exemption areas. The first is that of sales totally exempt because made to charitable organizations. The second is that of sales exempt because made by non-profit organizations. The matter of income tax exemptions under the …
Federal Taxation And Non-Profit Organizations, Marcus Schoenfeld
Federal Taxation And Non-Profit Organizations, Marcus Schoenfeld
Cleveland State Law Review
The Revenue Act of 1969 is one of the greatest overall changes in the revenue laws since the introduction of the federal income tax . Perhaps the most extensive changes were made in the area of tax-exempt organizations. Only some of these changes were within of the topic of this presentation, and some of the other changes in the "charitable" area merit great discussion-for example charitable remainder trusts. Even the topics discussed herein, of necessity were discussed briefly due to lack of time and Regulations. The full the 1969 Act on non-profit organizations will not be apparent for quite some …
The Not-For-Profit Business Corporation, James K. Weeks
The Not-For-Profit Business Corporation, James K. Weeks
Cleveland State Law Review
The Non-Profit Corporation is usually regarded traditionally from a lay and legal viewpoint as one being engaged in charitable, educational, scientific or social work or a religious endeavor. On the other hand, the Not-for-Profit Corporation is more often engaged in enterprises usually associated with functions of a business corporation. However, as soon as one begins to view these corporations from a definitional standpoint, one is bogged down in an incredibly complicated procedure which does little to clarify the confusion.
Privileges And Immunities Of Non-Profit Organizations, Gerard D. Dimarco, Ira O. Kane
Privileges And Immunities Of Non-Profit Organizations, Gerard D. Dimarco, Ira O. Kane
Cleveland State Law Review
"And now abideth, faith home and charity, these three; but the greatest of these is charity." This unsubtle reference to the word charity describes superficially the field of non-profit or not-for-profit corporation law. The objective of this paper is not to delve into the intricacies and complexities of the non-profit area, but rather to make manifest a few of the many privileges and immunities granted to non-profit corporations.
Relocation Of Publicly Supported Charitable Organizations, Deborah C. Goshien
Relocation Of Publicly Supported Charitable Organizations, Deborah C. Goshien
Cleveland State Law Review
Is a donor powerless to prevent a charitable hospital from moving to another county after he has contributed substantially to its building fund? Surprisingly enough, the answer to this question may be "yes." It has been said that the community's interest is evident when charitable monies come from direct public contributions, and that even if no trust is found a charitable corporation must use a gift for the purpose intended. Yet general expressions of what "should be" or what "is right" are insufficient guidelines for proper enforcement of fiduciary duties, and there has been much confusion in the administration and …
State Administration Of Charities, Richard E. Friedman
State Administration Of Charities, Richard E. Friedman
Cleveland State Law Review
My remarks will be limited to state administration of the charitable trusts and charitable organizations. Charities are quasi-public in nature. They perform many valuable services to the community which may otherwise be performed by governmental agencies. Because of these high public purposes charitable organizations are granted special treatment in terms of tax exemptions, and tax deductions for contributions. The definition of charity gleaned from case law is very broad, and in recent years the definition has tended to become even broader. Virtually any undertaking which may benefit the public can fall under the very broad umbrella of charities.
Foundations: Organization And Operation, Alexander Brodsky, Harry E. Brodsky
Foundations: Organization And Operation, Alexander Brodsky, Harry E. Brodsky
Cleveland State Law Review
As lawyers we can anticipate much activity in new litigation challenging foundations for misuse and abuse of their privileged existence.Foundations themselves must demonstrate their sense of responsibility to the public. The problem of accountability is of prime all philanthropic foundations.To accomplish these objectives we must, as Professor Sacks presented the question, search for the ideal methods for maintaining (calls) "the delicate balance of public ends and private means that ismbodied in the charitable foundation."
Trade Association Offering Legal Services - A Possibility For Small Corporations, Robert R. Hussey
Trade Association Offering Legal Services - A Possibility For Small Corporations, Robert R. Hussey
Cleveland State Law Review
Small corporations generally belong to a trade association which allows them to increase their proficiency in and knowledge of their industry. As a possible solution to the problem of increasing legal service requirements this paper investigates the suitability of allowing these trade associations to provide legal services to member corporations.
Excessive Salaries In A Closely Held Corporation, Donald J. Zinner
Excessive Salaries In A Closely Held Corporation, Donald J. Zinner
Cleveland State Law Review
Excessive salaries paid by a closely held corporation create a constant debate between the "owners" of the entity and the Internal Revenue Service, and with other corporation members. The basic law as to the tax aspects underlying the controversy, in the Internal Revenue Code of 1954, is substantially as follows: The compensation claimed as a deduction must be reasonable in amount, and must be paid purely for services. Distributions of profits under the guise of salaries are not deductible. This crucial issue leads to the question: What does the word reasonable salary mean in the framework of a closely held …
Control Of Foundations And Other Non-Profit Corporations, Seth Taft
Control Of Foundations And Other Non-Profit Corporations, Seth Taft
Cleveland State Law Review
Poverty programs, housing projects, a new school, a golf course every new group activity seems to call for a new non-profit corporation. And hardly a day goes by without a new foundation appearing on the scene. Why? Protection against potential liabilities. Perpetuation of support for one's interests. Tax benefits. A requirement to obtain financing. An entity to receive and administer a grant. Ease of using well established procedures. For whatever reason, it's done every day. In Ohio alone, last year, 1,773 non-profit corporations were formed.
Broker-Dealer Disclosure Of Corporate Inside Information, James K. Weeks, Jeffrey V. Mccormick
Broker-Dealer Disclosure Of Corporate Inside Information, James K. Weeks, Jeffrey V. Mccormick
Cleveland State Law Review
The recent decisions in the field of securities transactions do not significantly change the legal standards, but they do create an increased awareness of the problems and the limits imposed upon the financial community. It is well established now that a broker's duties to the investing public take precedence over any conflicting duties to his customers or advisees to whom he only owes a duty not to defraud them or profit at their expense. The broker further has a duty to prevent his clients from profiting at the expense of the uninformed public.
Drafting And Use Of Opinion Letters Of Counsel, Linn J. Raney
Drafting And Use Of Opinion Letters Of Counsel, Linn J. Raney
Cleveland State Law Review
This article outlines the kinds of opinions which counsel may render to a non-client via letter, the functions of such opinions in a transaction, and the preparation of opinion letters in view of the possibility of counsel's liability thereon to a non-client party. Material for the article was obtained in part from interviews with a number of individuals familiar with transactions commonly involving opinion letters and more particularly transactions wherein opinion letters are transmitted to non-clients for their reliance.
Book Review, Frank D. Emerson
Book Review, Frank D. Emerson
Cleveland State Law Review
Reviewing Carter F. Henderson and Albert C. Lasher, 20 Million Careless Capitalists, Doubleday & Co., 1967
Minority Interests In Small Business Entities, John W. Hancock
Minority Interests In Small Business Entities, John W. Hancock
Cleveland State Law Review
While the subject matter of this article calls for the examination of certain aspects of "small business entities," the focus here will be almost exclusively upon partnerships and corporations. Most other types of entities are not particularly advantageous vis-avis corporations and partnerships for the active operation of a commercial or industrial enterprise.
Agreements For Small Corporation Control, Stanley Morganstern
Agreements For Small Corporation Control, Stanley Morganstern
Cleveland State Law Review
A close corporation, one owned by a few shareholders, has many unique problems which if not recognized and anticipated may well destroy it. No one plan can be made for all close corporations, as the circumstances, both present and future, must dictate particular provisions of each plan.
Franchising As A Device For The Organization, Financing, Control, And Growth Of The Small Business, John Clinton Evans Jr.
Franchising As A Device For The Organization, Financing, Control, And Growth Of The Small Business, John Clinton Evans Jr.
Cleveland State Law Review
The franchise system of distribution of goods and services is playing an increasing role in our economy. One marketing authority distinguishes between the product franchise and the franchise of an entire business entity in terms of the role played by each in our complex marketing system of today. Product franchises are given to a few selected dealers in a community, and the distribution of the product is limited to these outlets alone. The other meaning of franchise, as a method of operating an entire business will concern us here.
May A Corporation Act As Its Own Attorney, Timothy G. Cotner
May A Corporation Act As Its Own Attorney, Timothy G. Cotner
Cleveland State Law Review
The question involved here is the right of a "person," not an attorney, to bring action or defend in a court of law. If a natural person may represent himself, why cannot a corporation choose to represent itself in court without the aid of an attorney? The question is posed with the thought in mind that in the eyes of the law a corporation is a legal entity and, therefore, should be permitted to appear in state and federal courts solely through the representation of an agent. This kind of a court appearance, whether by a natural person or by …
Unreasonable Accumulation Of Income By Foundations, Joel H. Feld
Unreasonable Accumulation Of Income By Foundations, Joel H. Feld
Cleveland State Law Review
Unreasonable accumulation of income was and still is one of the the common abuses found in some foundations. Prior to 1950 the Internal Revenue Service challenged foundation exemption by stating that unreasonable accumulations of income were evidence that the foundation was not organized for, or carrying out, a charitable purpose. The courts were reluctant to follow this theory, and gave the law a liberal interpretation in favor of the foundations. It was not until 1950 that Congress enacted Section 3814 of the Internal Revenue Code of 1939. The law is the same today in the Internal Revenue Code of 1954, …
Removal Of Voting Power From Members Of Non-Profit Organizations, Timothy L. Nesbitt
Removal Of Voting Power From Members Of Non-Profit Organizations, Timothy L. Nesbitt
Cleveland State Law Review
It is evident that the right to vote in non-profit organizations has been judicially recognized but has received uneven protection. As a general rule, unless the right to vote is specifically restricted, every member of a non-profit organization is entitled to vote. The right to vote maybe defined in the provisions by which the organization is governed, and in that case the right to vote is restricted to those within the terms of the governing provision.
The Bootstrap Loophole: Can It Be Closed, Frank C. Fogl Jr.
The Bootstrap Loophole: Can It Be Closed, Frank C. Fogl Jr.
Cleveland State Law Review
The puropse of this paper is to review the history and background of bootstrap transactions and to determine: (1) Whether there is a need to close the bootstrap loophole; (2) If so, why this loophole has not been closed in the past; (3) Whether the Internal Revenue Code as it now exists contains provisions, if used, that can close this loophole; (4) If new legislation would be required to reach this end. A few key cases will be reviewed and analyzed, with major emphasis placed on the recent Clay Brown' decision, to show the attitude toward bootstrap transactions of both …
Real Property Tax Exemptions Of Non-Profit Organizations, Robert T. Bennett
Real Property Tax Exemptions Of Non-Profit Organizations, Robert T. Bennett
Cleveland State Law Review
Although much has been written about non-profit organizations in the area of state and local taxation, very little has been written as to tax exemptions granted to these same organizations. This only indicates that the law on this subject is not well developed and remains a source of constant litigation. This situation appears to exist for several reasons. Each state has its own tax statutes with its own definitions and interpretations, and litigation can usually be resolved by referring only to the particular state constitution involved or the Constitution of the United States.
Corporation Executive Committees, Nancy F. Halliday
Corporation Executive Committees, Nancy F. Halliday
Cleveland State Law Review
Soon after it had been determined by the courts that management functions could be delegated by corporation boards of directors, it became a frequent practice in business and nonprofit corporations to delegate these functions to a small, active group of directors, known as the executive committee. Boards of directors cannot be expected to be in session continually, and certainly the affairs of a corporation require constant supervision by some directing body. This paper is particularly concerned with consideration of the extent to which the managerial function of the board of directors can be properly delegated to an executive committee.
Book Review, Frederick E.J. Pizzedaz
Book Review, Frederick E.J. Pizzedaz
Cleveland State Law Review
Reviewing Marian R. Freemont-Smith, Foundations and Government: State and Federal Law and Supervision, Russell Sage Foundation, 1965
Refusal Of Charter Of A Non-Profit Corporation, David A. Zeitzheim
Refusal Of Charter Of A Non-Profit Corporation, David A. Zeitzheim
Cleveland State Law Review
Every state has provisions relating to the formation of non- profit corporations. The procedure for forming a non-profit corporation is similar to that of organizing a corporation for profit. The purpose of this note is to summarize the reasons for which a non-profit corporate charter may be refused by a state.