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receiving and administering funds for the benefit of THE
AMERICAN ENDOWMENT FOUNDATION or other publicly-supported
[sic] organizations of the same class.
The articles also named the Laphams as petitioner’s initial
officers and set forth the following with respect to the board of
directors:
(a) The affairs and business of the Corporation
shall be conducted by a Board of Directors consisting
of three or more persons. The members of the Board
shall be elected annually by the existing directors.
Provided, however, members of the Board who are
disqualified persons as defined in Section 4946(a) of
the Internal Revenue Code shall not comprise a majority
on the Board. Provided further, however, that
foundation managers and publicly supported
organizations are not disqualified persons for purposes
of this requirement.
(b) The first Board of Directors shall be:
CHARLES P. LAPHAM
MAXINE V. LAPHAM
DARCY CONNOLLY
GEORGIANA CHASE[2]
JOHN A. GALLINA
(c) In the event of a vacancy on the Board of
Directors by reason of death, resignation or removal,
the replacement directors(s) will be elected in
accordance with the by-laws. CHARLES P. LAPHAM and
MAXINE V. LAPHAM shall each be a director of the
Corporation for the full term of his or her natural
life, or until his or her resignation, in accordance
with the by-laws.
On December 31, 1998, the Laphams contributed to petitioner
the above-described promissory note with face amount of
2 The first name of Ms. Chase is variously spelled in the
parties’ filings as both Georgiana and Georgianna, with the
latter seeming predominant in the administrative record (and
generally used herein).
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Last modified: May 25, 2011