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0705010 Informal Interpretation
us-ftc-hsr-informal-interpretations-e0479e2ec1d3af203f31b130e90f7eed0705010 Informal InterpretationGuidance
Date
Rule
801.1(b)
Response/Comments
Yes - they would control. A right to designate replacement directors in the by-laws is treated the same as a contractual right.
Question
From:(redacted)
Sent:Thursday, May 17, 2007 4:03 PM
To:Verne, B. Michael
Subject:question
Mike:
ThoughtI'd email you instead of calling. A and B (husband and wife) are the onlymembers in a nonprofit corporation (nonstock), and the by-laws allow them todesignate replacement members. Neither of them has the right to assets upondissolution, or profits. Do they nevertheless "control" the nonprofiteither through a literal reading of the term or because of 801.1(b)(2)? Thelatter would seem to require that by-laws be treated as synonymously with a"contract."
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