Lapham Foundation, Inc. - Page 19




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          than 35 percent are owned by disqualified persons.  Secs.                   
          509(a)(3)(C), 4946(a); sec. 1.509(a)-4(j)(1), Income Tax Regs.              
          Regulations offer the following guidance with respect to this               
          control test:                                                               
               An organization will be considered “controlled”, for                   
               purposes of section 509(a)(3)(C), if the disqualified                  
               persons, by aggregating their votes or positions or                    
               authority, may require such organization to perform any                
               act which significantly affects its operations or may                  
               prevent such organization from performing such act.                    
               This includes, but is not limited to, the right of any                 
               substantial contributor or his spouse to designate                     
               annually the recipients, from among the publicly                       
               supported organizations of the income attributable to                  
               his contribution to the supporting organization. * * *                 
               [Generally] a supporting organization will be                          
               considered to be controlled directly or indirectly by                  
               one or more disqualified persons if the voting power of                
               such persons is 50 percent or more of the total voting                 
               power of the organization’s governing body or if one or                
               more of such persons have the right to exercise veto                   
               power over the actions of the organization.  Thus, if                  
               the governing body of a foundation is composed of five                 
               trustees, none of whom has a veto power over the                       
               actions of the foundation, and no more than two                        
               trustees are at any time disqualified persons, such                    
               foundation will not be considered to be controlled                     
               directly or indirectly by one or more disqualified                     
               persons by reason of this fact alone.  However, all                    
               pertinent facts and circumstances including the nature,                
               diversity, and income yield of an organization’s                       
               holdings, the length of time particular stocks,                        
               securities, or other assets are retained, and its                      
               manner of exercising its voting right with respect to                  
               stocks in which members of its governing body also have                
               some interest, will be taken into consideration in                     
               determining whether a disqualified person does in fact                 
               indirectly control an organization. [Sec. 1.509(a)-                    
               4(j)(1), Income Tax Regs.]                                             










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Last modified: May 25, 2011