Lapham Foundation, Inc. - Page 20




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          II.  Preliminary Considerations                                             
               As a threshold matter, we first address a dispute between              
          the parties regarding whether the tests set out above are to be             
          applied with or without taking into consideration certain alleged           
          changes to petitioner’s intended operations and governing                   
          documents.  Petitioner, as previously discussed, proposed in a              
          letter dated August 21, 2000, to amend its articles of                      
          incorporation to include the First Presbyterian Church of                   
          Northville and the Boy Scouts as additional supported                       
          organizations, to amend its bylaws to impose greater restrictions           
          on the authority of disqualified persons, and to restructure the            
          Estate Storage note as a demand instrument.  No further materials           
          are contained in the administrative record to indicate whether              
          the proposed changes were in fact implemented.                              
               On brief, however, petitioner claims to be operated pursuant           
          to “Amended and Restated By-Laws” and requests findings of fact             
          consistent with the proposed changes to board procedures and the            
          addition of the First Presbyterian Church of Northville as a                
          supported organization.  For example, petitioner suggests the               
          following be found as fact:                                                 
                    Petitioner is to be operated as a supporting                      
               organization to the American Endowment Foundation.  As                 
               part of the administrative process with Respondent,                    
               Petitioner established a supporting relationship with                  
               the First Presbyterian Church of Northville.                           
               Additionally, Petitioner proposed establishing a                       
               supporting relationship with the Boy Scouts of America                 






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