United Cancer Council, Inc. - Page 22

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          tax-exempt status.  We conclude, and we have found, that the                
          compensation that W&H received under the Contract by way of                 
          direct payment by petitioner and by way of the value of W&H’s use           
          of names generated by the fundraising efforts that petitioner               
          already paid for, exceeded reasonable compensation.                         
               As a result, we conclude that, as of the June 11, 1984, date           
          on which the Contract started, the Contract was not a reasonable            
          contingent compensation arrangement, that W&H’s compensation                
          under the Contract exceeded reasonable compensation, and that               
          thus there was an inurement to an insider, in violation of the              
          restrictions in sections 501(c)(3) and 170(c)(2)(C).                        
               It is suggested that the $2� million that petitioner cleared           
          during the course of the Contract may justify such high                     
          compensation.  However:  (1) The $2� million is so small in                 
          comparison to the amounts of contributions, of W&H compensation,            
          of postage and shipping costs, of printing and publications                 
          costs, and of mailing list rental costs, as to be almost an                 
          incidental product of the fundraising campaign; and (2) W&H was             
          supposed to provide a substantial asset to petitioner--a                    
          housefile that petitioner could exploit in future fundraising               
          (see supra findings under Direct Mail Fundraising)--but W&H’s               
          services were a practical failure in this regard.  Thus, the                
          magnitude of W&H’s compensation is not justified by adequacy of             
          results.                                                                    
               We hold for respondent on this issue.                                  




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