Has de facto merger occurred with asset purchase?
When the Elizabeth Foundation for the Arts acquired substantially all of the assets of Printmaking Workshop, Inc., also a nonprofit corporation, the agreement provided that the foundation had no legal obligation to pay the past debts of the workshop, “but may elect to pay any vendors whose non-payment would provide obstacles to the operations of” a new printmaking workshop of the foundation.
Club may expel members without paying damages
A member of an unincorporated nonprofit hunting club is not entitled to recover damages equal to his proportionate share of the value of the club after being expelled from membership, even where the bylaws of the association do not provide for expulsion. An appellate court in Pennsylvania has affirmed a trial court decision granting the member, who was expelled pursuant to a procedure that was not “irregular or unreasonable,” only the amount his membership would sell for, as was the tradition on previous transfers.
Whistleblower unprotected when boss unaware
An employee who claimed to have filed a complaint with the state Attorney General’s office cannot claim protection from firing as a whistleblower when the supervisor who terminated her employment was unaware that she had complained to the AG, an appellate court in Minnesota has held.
Church agency can’t establish “church plan” outside ERISA
The Third Circuit Court of Appeals, claiming to be the first circuit to decide a question that has divided federal District Courts in recent years, has ruled that a church agency cannot establish a “church plan” for employee retirement purposes that is not covered by the terms of the Employee Retirement Income Security Act (“ERISA”).
IRS may recalculate tax on refund claim
A taxpayer’s consent to give the IRS extra time to assess tax due while it considers the validity of a charitable contribution deduction does not prevent the Service from recalculating the total tax that should have been due in a suit by the taxpayer to claim a refund of taxes paid.
LLC not “corporation” entitled to exemption
A limited liability company established to facilitate construction of improvements to a charitable community center is not a corporation entitled to real estate tax exemption, a trial court in Connecticut has held. It is not a corporation as required by state law and the court was not willing to consider it as the equivalent of a corporation.
Employee can’t rely on promise to return to at-will position
An employee who was allegedly promised that she could return to her administrative position after helping her employer relocate a patient call center cannot claim detrimental reliance on the promise when she was terminated without being offered her old job back, a federal District Court in Massachusetts has ruled. The doctrine of detrimental reliance does not apply when the employment situation is an at-will position, it said.
Pro se nonprofit may be entitled to attorney’s fees
A small nonprofit corporation that files a successful Freedom of Information Act case against the Central Intelligence Agency and the Department of Defense without using an outside lawyer is entitled to recover attorney’s fees, the U.S. Court of Appeals for the District of Columbia Circuit has ruled.