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board of trustees at the Club’s annual meeting. The board of
trustees, which could range in size from 3 to 15 members, manages
the business of petitioner. The board of trustees chooses
officers, including chairman of the board, executive director,
assistant director, secretary, treasurer, and one or more
assistant directors, assistant secretaries, and assistant
treasurers, who are responsible for petitioner’s day-to-day
affairs. The board of trustees makes decisions for petitioner at
monthly meetings. The board of trustees makes expenditure
decisions at its meetings; petitioner’s code of regulations does
not authorize individual officers or members--not even the
treasurer--to make expenditure decisions.
Petitioner had 11 officers during the tenure of Lawrence C.
Plants (hereinafter sometimes referred to as Plants), who was
petitioner’s president4 during its fiscal year 1984 through
3(...continued)
the Club. The witnesses’ and the parties’ references to
membership have been in terms of membership in petitioner, and
not in the Club. In discussing questions of control, both
parties seem to have ignored the fact that the Club, as
petitioner’s only voting member, appears to control petitioner.
Also, both parties seem to have ignored any question of who
controlled the Club. Initially, all the officers of petitioner
held more-or-less corresponding positions in the Club. Because
the record does not include information as to who controlled the
Club during the years in issue and because the parties do not
regard the role of the Club as significant in dealing with the
issues in the instant case, we have determined to ignore the
controlling role of the Club. Concord Consumers Housing v.
Commissioner, 89 T.C. 105, 106 n.3 (1987).
4 So stipulated. Petitioner’s code of regulations
(continued...)
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