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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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