Lead Stories

A veterans' organization that uses telemarketing to raise funds for its programs has no constitutional claim against a public official who says he does not “support” organizations that use telemarking and urges donors to check their fundraising expenses before giving, even where the official singles out the charity as a negative example, the First Circuit Court of Appeals has affirmed.  (Middleborough Veterans’ Outreach Center v. Provencher, 1st Cir., No. 12-1347, 1/11/13.)

Paul Provencher, the Veterans’ Agent for the Town of Middleborough, MA, wrote letters to several local newspapers, advising area residents to exercise caution before donating to veterans’ charities that use telemarketing or direct solicitation and naming the Middleborough Veterans’ Outreach Center (“MVOC”) and another charity as two who did.  The letter urged donors to give to charities that “will use all of your donation to help out the causes that are important to you.” 

When St. Joseph Hospital in Augusta, GA, and Health Management Associates came to terms on a $75 million sale of the hospital to HMA in December 2005, they agreed on the form of an Asset Sale Agreement and announced the deal to the public.  They said the terms were set, subject to regulatory approvals.

They did not sign the agreement because it had to be approved by the state Attorney General under the terms of the state’s Hospital Acquisition Act and the Federal Trade Commission under the Hart-Scott-Rodino antitrust rules, but they submitted a copy of the agreement as part of the approval packages.

The members of a Michigan nonprofit corporation have no authority to remove directors when the corporation’s articles of incorporation provide that it will be governed by the board alone, the Michigan Court of Appeals has held.  It has nevertheless upheld a trial court’s contempt citation against directors who refused to turn over corporate records after they were improperly ousted.  (Michigan Military Moms v. VanHooser, Ct. of App., MI, No. 306553, 1/24/13.)

A federal District Court in Pittsburgh has refused to disturb jury verdicts imposing personal liability for $5.75 million in compensatory and punitive damages against 15 officers and directors of a bankrupt nursing home. The Court found that there was sufficient evidence in the trial record to justify the verdicts.  (Official Committee of Unsecured Creditors v. Baldwin, W.D. PA, No. 10cv800, 5/17/13.)

Former trustees of a private foundation are entitled to indemnification for their legal fees in defending a suit for breach of fiduciary duty, the federal District Court in the District of Columbia has held, despite the fact that the suit was prompted as a type of counterclaim to their own lawsuit to protect their interest in foundation property.  (Armenian Assembly of America v. Cafesjian, D. D.C., No. 07-1259, 08-1254, 2/20/13.)

Pennsylvania’s newly inaugurated Attorney General, less than five months after taking office, has entered into a “reform agreement” with the trustees of the Hershey School Trust, absolving them of charges of breach of fiduciary duty but requiring a range of different practices in the future.  Attorney General Kathleen Kane has issued a statement in connection with filing a notice of no objection to confirmation of the trust account in the Dauphin County Orphans’ Court.  (Re: Trust under deed of Milton and Catherine S. Hershey, No. 712 of 1963.)