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Date
Rule
801.1(b)
Staff
Michael Verne
Response/Comments
Yes - they would control. A right to designate replacement directors in the by-laws is treated the same as a contractual right.

Question

From:(redacted)

Sent:Thursday, May 17, 2007 4:03 PM

To:Verne, B. Michael

Subject:question

Mike:

ThoughtI'd email you instead of calling. A and B (husband and wife) are the onlymembers in a nonprofit corporation (nonstock), and the by-laws allow them todesignate replacement members. Neither of them has the right to assets upondissolution, or profits. Do they nevertheless "control" the nonprofiteither through a literal reading of the term or because of 801.1(b)(2)? Thelatter would seem to require that by-laws be treated as synonymously with a"contract."

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