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STATE OF NEW YORK
OFFICE OF THE ATTORNEY GENERAL
ELIOT SPITZERREGIONAL OFFICE DIVISION
Attorney GeneralPOUGHKEEPSIE REGIONAL
OFFICE
November 29, 2004
Honorable Lawrence Horowitz
Orange County Supreme Court
255 Main Street
Goshen, New York 10924
RE: SAM SLOAN v. BEATRIZ MARINELLO, et.al.
Index No. 2004-7739
ORDER TO SHOW CAUSE, Returnable, November 30, 2004
Dear Judge Horowitz:
The Attorney General's office received a copy of the Order to
Show Cause and supporting papers involving the purported sale of a
building owned by the United States Chess Federation. The Attorney
General is not a named party in this litigation. However, a search of
our records reveals that no notice was given to the Attorney General
prior to the sale of this asset as required by Not-for-Profit
Corporation Law Sections 510 and 511. The statute requires court
approval on notice the Attorney General before substantially all the
assets of a not-for-profit corporation can be disposed of.
The petition also raises a number of other procedural and
substantive questions regarding membership and board approval, as well
as, placement of the sale proceeds in an escrow account.
Enclosed is a copy of the pamphlet referred to in the
petition, A Guide to Sales and Other Dispositions of Assets Pursuant
to Not-For-Profit Corporation Law Sections 510-511 and Religious
Corporation Laws section 12 published by the Attorney General's
office. Thank you for your consideration.
Jeane L.
Strickland Smith
Assistant
Attorney General
Enclosure
cc: Sam Sloan
235 Main St., 3rd Floor, Poughkeepsie, N.Y. 12601 - (845)
485-3900 - Fax (845) 452-3303
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This won't survive. The assets weren't disposed of, they were converted from
real property to cash.
STATE OF NEW YORK
OFFICE OF THE ATTORNEY GENERAL
ELIOT SPITZER REGIONAL OFFICE DIVISION
Attorney General POUGHKEEPSIE REGIONAL
OFFICE
November 29, 2004
Honorable Lawrence Horowitz
Orange County Supreme Court
255 Main Street
Goshen, New York 10924
RE: SAM SLOAN v. BEATRIZ MARINELLO, et.al.
Index No. 2004-7739
ORDER TO SHOW CAUSE, Returnable, November 30, 2004
Dear Judge Horowitz:
The Attorney General's office received a copy of the Order to
Show Cause and supporting papers involving the purported sale of a
building owned by the United States Chess Federation. The Attorney
General is not a named party in this litigation. However, a search of
our records reveals that no notice was given to the Attorney General
prior to the sale of this asset as required by Not-for-Profit
Corporation Law Sections 510 and 511. The statute requires court
approval on notice the Attorney General before substantially all the
assets of a not-for-profit corporation can be disposed of.
The petition also raises a number of other procedural and
substantive questions regarding membership and board approval, as well
as, placement of the sale proceeds in an escrow account.
Enclosed is a copy of the pamphlet referred to in the
petition, A Guide to Sales and Other Dispositions of Assets Pursuant
to Not-For-Profit Corporation Law Sections 510-511 and Religious
Corporation Laws section 12 published by the Attorney General's
office. Thank you for your consideration.
Jeane L.
Strickland Smith
Assistant
Attorney General
Enclosure
cc: Sam Sloan
235 Main St., 3rd Floor, Poughkeepsie, N.Y. 12601 - (845)
485-3900 - Fax (845) 452-3303
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The language used by the Attorney General, "Sales and Other
Dispositions," makes clear that the sale of USCF real estate *is* a
disposition within the meaning of New York law.
"StanB" <stanbooz@comXXXcast.net> wrote in message news:<d4KdnVCK7YUw0DPcRVn-oQ@comcast.com>...
This won't survive. The assets weren't disposed of, they were converted from
real property to cash.
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worldrecord@juno.com (David Ames) wrote in message news:<f79f061c.0412011843.3b6480be@posting.google.com>...
The language used by the Attorney General, "Sales and Other
Dispositions," makes clear that the sale of USCF real estate *is* a
disposition within the meaning of New York law.
"StanB" <stanbooz@comXXXcast.net> wrote in message news:<d4KdnVCK7YUw0DPcRVn-oQ@comcast.com>...
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On 2 Dec 2004 21:08:10 -0800, robmtchl@bellsouth.net (Rob Mitchell)
wrote:
USCF is a 501(c)4 not-for-profit. It does not fall under this law. As
usual over overpaid government employees do not know what they ar
doing. Imagine that, an Asst attorney general not knowing the law!
Rob Mitchell
Wrong. Not for Profit law applies to all Not for Profit Corporations
doing business in New York State, regardless of how they are
classified by the IRS. Not For Profit Corporations do not have
stockholders. If they go out of business, their assets belong to the
state. Therefore, the state has the right to regulate and even to take
over the operations of a Not for Profit.
Can you find any case where a Not For Profit has moved from one state
to another? I have not been able to find one.
Sam Sloan
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sloan@ishipress.com (Sam Sloan) writes:
Can you find any case where a Not For Profit has moved from one state
to another? I have not been able to find one.
The NCAA moved from Kansas City to Indianapolis.
--
Mike Nolan
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sloan@ishipress.com (Sam Sloan) writes:
The NCAA moved from Kansas City to Indianapolis.
This and the one Grant cited are associations. Usually an association
designation means it is unincorporated and therefore does not qualify under
section 501 (c). However they can still solicit tax deductible donations if
the register under the state they're in and the donations are used for a
charitable endeavor.
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"StanB" <stanbooz@comXXXcast.net> writes:
The NCAA moved from Kansas City to Indianapolis.
This and the one Grant cited are associations. Usually an association
designation means it is unincorporated and therefore does not qualify under
section 501 (c). However they can still solicit tax deductible donations if
the register under the state they're in and the donations are used for a
charitable endeavor.
According to Guidestar, both the NCAA and the NCAA Foundation (also HQ'd
in Indianapolis) are 501 (c)(3) and file 990's.
--
Mike Nolan
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"Rob Mitchell"> USCF is a 501(c)4 not-for-profit. It does not fall under
this law. As usual over overpaid government employees do not know what they
are doing. Imagine that, an Asst attorney general not knowing the law!
dumb-ass, you are referring to IRS Code in reading New York State Law. All
not for profit corporations fall under "not for profit corporations." Now
get back on on line for your Food Stamps.
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On Thu, 9 Dec 2004 22:03:42 -0500, "Frank Dreck" <Dreck@frank.com>
wrote:
"Rob Mitchell"> USCF is a 501(c)4 not-for-profit. It does not fall under
this law. As usual over overpaid government employees do not know what they
are doing. Imagine that, an Asst attorney general not knowing the law!
dumb-ass, you are referring to IRS Code in reading New York State Law. All
not for profit corporations fall under "not for profit corporations." Now
get back on on line for your Food Stamps.
Good, correct, and thank you.
Sam Sloan
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LOL!!!
Frankie,
What is your point?? New York law makes the distinction of which not
for profits, as listed by IRS code, will be delt with.( based upon the
evidence supplied in the previous posts.)
I simply read what was posted previously and researched to find out
which way they were listed. How they were listed in IRS code determined
how New York State law would be applied to them or if they were exempt.
If my comment about being a civil servant caused you emotional
distress, I am sorry. I would hope that you are not a New York civil
servant and that you are in fact perfect as evidenced by your fluid and
personal ability to judge the relative intelligence another males
rectal tissue.
Merry Christmas,
Rob Mitchell
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"Rob Mitchell" < If my comment about being a civil servant caused you
emotional distress, I am sorry. >>
HOLEE GEEZUS! A New York Civil Servant?? I bet you do not tell that to
anyone inside of New York.
So are you the guy who is always on break; the Shop Steward; the guy eating
donuts; the one reading the newspaper or a book; the one ignoring everyone
else; or the one counting the change in his register?? Or are you the only
one actually dealing with the citizens, the guy who finds out what a member
of the public wants, and says: "Let me go look for that" and never returns?
The only thing worse would be if you were actually one of the local pols who
takes kickbacks from every biz in the neighborhood. Then again, I guess you
could be one of the Sanitation Engineers who usually goes on strike in the
middle of the summer so that all the trash can be rat-infested and
vermin-packed while the Union negotiates.
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On 3/12/04 6:41 am, in article 41b00962.7283781@ca.news.verio.net, "Sam
Sloan" <sloan@ishipress.com> wrote:
Can you find any case where a Not For Profit has moved from one state
to another? I have not been able to find one.
There are unreported cases, including churches (established under the
Religious Corporation Law and churches have the same or similar rules top
other nonprofits, although I haven't looked at the issue in decades). My
recollection is that the A-G does not intervene when a non-profit or
religious corporation (or, seemingly, club, which has different rules)
dissolves or moves or changes purpose (or sect or affiliation...) provided
the proposal of the Board of directors (or membership, etc.) is reasonable.
There are special problems when there are earmarked trusts. And look at the
Pennsylvania brouhaha over the Barnes museum.
There can be a turnover of the proceeds to a similar organization, or
application to charitable purposes. I don't agree that the assets "belong to
the state" under any circumstances except escheat. The state is a protector.
For sale or other disposition of realty you need a court order and notice,
as the letter and follow-up discussion notes. There is a theoretical
exception for foreclosure, but the careful attorney will notice the A-G and
get a court order even for that.
As for the clown who bashed civil servants: he's the arrogant one who rushed
into the clerk's office and announced "I pay your salary" and therefore he
wanted immediate action, including bypassing legal procedures. Such people
are always complaining that civil servants don't know anything; but the fact
is that they never stop complaining and demanding so even the most
knowledgeable civil servant can't get a word in edgewise. Or else, having
been insulted and perhaps subjected to racial and gender insult and abuse,
give up trying to help.
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Wow,
Civil servants unite! I am NOT a civil servant. An Asst. AG is really a
civil servant in that they serve in a government capicity. My original
quote""Rob Mitchell" <
If my comment about being a civil servant caused you
emotional distress, I am sorry""
Being hastily read or edited out of context might lead to confusion.
Since there seems to be a difficulty over how conversational language
vs written language is construed. If you have read anything on this
board, you would know that I am not from NY and not a civil servant.
Happy Quanza Frank!
Rob
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"Rob Mitchell" <> Happy Quanza Frank!
Same to you, my nigga
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"Biwah" Such people are always complaining that civil servants don't know
anything; but the fact is that they never stop complaining and demanding so
even the most knowledgeable civil servant can't get a word in edgewise. Or
else, having been insulted and perhaps subjected to racial and gender insult
and abuse, give up trying to help.
You all have an excuse for everything, that is what makes you a Civil
Servant.
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On 11/12/04 4:10 am, in article
kquud.132732$jE2.45431@bignews4.bellsouth.net, "Frank Dreck"
<Dreck@frank.com> wrote:
You all have an excuse for everything, that is what makes you a Civil
Servant.
Except that I'm a journalist, @$#*-face, and you're a jerk.
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"Biwah" <> Except that I'm a journalist, @$#*-face, and you're a jerk.
The Harlem Food Stamp News?
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Biwah,
I agree.
Also, where does the case stand right now? The silence is deafining.
Rob
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On Fri, 10 Dec 2004 11:46:40 +0000, Biwah <biwah@hotmail.com> wrote:
On 3/12/04 6:41 am, in article 41b00962.7283781@ca.news.verio.net, "Sam
Sloan" <sloan@ishipress.com> wrote:
There are unreported cases, including churches (established under the
Religious Corporation Law and churches have the same or similar rules top
other nonprofits, although I haven't looked at the issue in decades). My
recollection is that the A-G does not intervene when a non-profit or
religious corporation (or, seemingly, club, which has different rules)
dissolves or moves or changes purpose (or sect or affiliation...) provided
the proposal of the Board of directors (or membership, etc.) is reasonable.
This is exactly the point. The AG was not notified at all. Also, it
could not be said that the proposal of the Board of Directors was
reasonable, because there was no proposal of the board of directors.
The building was sold without the board of directors even discussing
or voting on the issue. Check the minutes. This is why I say that the
sale was completely illegal.
Sam Sloan
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On 13/12/04 7:41 pm, in article 41bdefdd.2813843@ca.news.verio.net, "Sam
Sloan" <sloan@ishipress.com> wrote:
There are unreported cases, including churches (established under the
Religious Corporation Law and churches have the same or similar rules top
other nonprofits, although I haven't looked at the issue in decades). My
recollection is that the A-G does not intervene when a non-profit or
religious corporation (or, seemingly, club, which has different rules)
dissolves or moves or changes purpose (or sect or affiliation...) provided
the proposal of the Board of directors (or membership, etc.) is reasonable.
This is exactly the point. The AG was not notified at all. Also, it
could not be said that the proposal of the Board of Directors was
reasonable, because there was no proposal of the board of directors.
The building was sold without the board of directors even discussing
or voting on the issue. Check the minutes. This is why I say that the
sale was completely illegal.
In that case, either the buyer may be in trouble, or the title insurer may
have a problem. While I haven't faced this situation in decades, I know that
you can't give good title (at least to Church property, and most likely to
any charity's property) without the following the requisite procedures. A
Google search will show you the magnitude of the problem:
http://www.vuwriter.com/vubulletins.jsp?displaykey=BLNY000031
(Stewart Title refusing, in general, to insure sales of church-owned
property after bad loss experience)
---
http://lists.ucla.edu/pipermail/religionlaw/2004-October/017303.html
"In New York all not for profits need to secure the approval of a Supreme
Court justice for the sale of real estate -at least if it is a major
asset. For reasons that are now obscure, New York allows religious
corporations to incorporate either under the religious corporation law
or the not for profit corporation law. The Religious Corporation law
contains specific provisos for each faith .It may well be
unconstitutional, and from time to time there is talk of making it more
neutral, but too much property and other things are under this code ands
no one wants to deal with all the fall out that would arise if the rules
were changed.
"Unfortunately, the problem of fraud -or exploitation by officers- in the
sale of buildings by houses of worship (often almost defunct houses of
worship) is no chimera. It is a common phenomenon."
---
Religious Corporation Law
S 2-b. Applicability of not-for-profit corporation law. 1. The
not-for-profit corporation law applies to every corporation to which
this chapter applies, ...
Now see this:
http://assembly.state.ny.us/leg/?cl=76&a=3
Not-for-profit Corporation Law
Unfortunately I'm about to travel and don't have time to search for the
rules on sale of real estate. But I know the notice provision is there,
somewhere. If time permits I'll come back to this in the future.
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