John W. Madden, Jr., et al. - Page 33

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          respondent's determination that the participation of the                    
          foundation managers was willful.                                            
               Additionally, the foundation managers' participation in                
          these transactions must not be due to reasonable cause.  The                
          regulations explain that "A foundation manager's participation is           
          due to reasonable cause if he has exercised his responsibility on           
          behalf of the foundation with ordinary business care and pru-               
          dence."  Sec. 53.4941(a)-1(b)(5), Foundation Excise Tax Regs.               
          The foundation managers were aware that GMC was a disqualified              
          person with respect to the Museum, and they were aware that tax             
          laws prohibited self-dealing transactions.  Nevertheless, they              
          proceeded to contract with GMC to provide services to the Museum            
          without first attempting to get advice from their counsel con-              
          cerning the implications of these arrangements.  This                       
          demonstrates a failure to exercise their responsibilities with              
          ordinary business care and prudence.                                        
               The foundation managers argue that they acted on the advice            
          of Dr. Sherry Manning.  Dr. Manning, a former president of a                
          women's college, has experience with nonprofit organizations.               
          Thus, the foundation managers claim that they exercised ordinary            
          prudence in relying on Dr. Manning's advice.  We cannot agree.              
          Dr. Manning is not a lawyer, and she does not otherwise have any            
          special expertise in foundation tax law.  Further, although she             
          had been the president of a college, there is no indication in              
          the record that Dr. Manning gained any experience in running                




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