Legal Question in Business Law in New York

Re: How do you take (or buy) control of a non profit corp.

I concur with Bill. Usually a non-profit is governed by a Board of Trustees (you would have to see its by-laws and original entity filing to determine how it is governed). To "take over" a non-profit, you would probably have to take control of its governing body, which traditionally requires that new people be elected by those people entitled to vote. Most governing documents are public records, as federal and state filings are required to obtain non-profit status, so a check of state or IRS records could provide access to the documents you need to review. Depending on the size of the entity, some information might also be available on the internet, as many non-profits have websites and may include their documents on the site.

Re: How do you take (or buy) control of a non profit corp.

"Ownership" or control of a not-for-profit corporation is not a very clear concept. Not-for-profit corporations are very different from business corporations where ownership and control flows from the status of being a shareholder. Normally they do not issue shares, and membership certificates are often non-transferable. They sometimes may be merged or consolidated with other entities, but court or other approval is likely to be required for such transactions. Also, if you are speaking of control in terms of management control, director and officer positions may offer some limited control within the scope of the purposes of the corporation.

Most importantly, various tax exemptions and the whole status of a not-for-profit corporation may be jeopardized by changes in the membership or corporate reorganization of the entity so extreme care is required in effecting any such changes.

If you require a consultation on your specific question, feel free to contact me at my office telephone number or email address. The above is in the nature of general information, is not legal advice and should not be relied upon as such.