Justia Non-Profit Corporations Opinion Summaries

Falls City Economic Development and Growth Enterprise, Inc. (EDGE), a Nebraska nonprofit corporation, provided economic development services to the City of Falls City, Nebraska. Plaintiff, a Nebraska citizen, sought records relating to a specific economic development project in which EDGE was involved. EDGE denied the request on the basis that it was not a public entity and that its records were not public records. Plaintiff subsequently filed a complaint and motion for a writ of mandamus to compel production of the requested documents. The district court granted the writ, with the exception of certain documents it determined to be privileged. The Supreme Court vacated and reversed the writ of mandamus, holding that EDGE was not the functional equivalent of an agency, branch, or department of Falls City as a matter of law, and therefore, EDGE’s records requested by Plaintiff were not “public records” within the meaning of Neb. Rev. Stat. 84-712 and 84-712.01. Remanded with directions to dismiss. View "Frederick v. City of Falls City" on Justia Law

Since 2004, Citizens United has produced and released 24 films on various political and religious topics. Citizens United completed a 30-minute film called "Rocky Mountain Heist," the subject of which was the alleged impact of various advocacy groups on Colorado government and public policy. The film and some of its advertising unambiguously referred to elected Colorado officials then-running for office in the general election and included footage of events where participants advocated the election or defeat of Colorado candidates. As such, "Rocky Mountain Heist" came under provisions of Colorado’s campaign-practices laws that required certain disclosures with respect to what were termed “electioneering communications” and “independent expenditures.” Citizens United brought suit against the Colorado Secretary of State federal district court to challenge under the First Amendment the disclosure provisions both on their face and as applied to Citizens United because it was treated differently from various media that are exempted from the provisions. It sought a preliminary injunction against enforcing the provisions that did not apply to exempted media. The district court denied relief, and Citizens United appealed. After review, though the Tenth Circuit agreed with much of what the district court said, it reversed: on the record, Citizens United would likely prevail on the merits, and therefore was entitled to a preliminary injunction. "In light of (1) the Colorado disclosure exemptions for printed periodicals, cable and over-the-air broadcasters, and Internet periodicals and blogs, (2) the rationale presented for these exemptions, and (3) Citizen United’s history of producing and distributing two dozen documentary films over the course of a decade, the Secretary has not shown a substantial relation between a sufficiently important governmental interest and the disclosure requirements that follow from treating Rocky Mountain Heist as an 'electioneering communication' or treating the costs of producing and distributing the film as an 'expenditure' under Colorado’s campaign laws." View "Citizens United v. Gessler" on Justia Law

In August 2006, Nagel Beverage Company approached the Youth Ranch and the Idaho Youth Ranch Foundation, Inc., about the sale of the real property. Nagel was looking to sell the property as part of a 1031 exchange and offered it to the Youth Ranch for $1,136,000 below the appraised value as a noncash donation. The Youth Ranch wanted to purchase the property and began to explore financing options with Key Bank. The Ada County Board of Equalization (the BOE) denied an application for a property tax exemption that the Youth Ranch and Idaho Youth Ranch Nagel Center, LLC asked for resulting from the donation. The Idaho Board of Tax Appeals affirmed that decision. The Youth Ranch and the LLC appealed. Ruling on the parties' cross-motions for summary judgment, the district court held that the property was not exempt from taxation. Finding no reversible error, the Supreme Court affirmed. View "Idaho Youth Ranch v. Ada County Bd of Equalization" on Justia Law

Plaintiff filed suit against BGVAC and others under 42 U.S.C. 1983, alleging that various disciplinary charges levied against her by BGVAC and her suspension as an officer of BGVAC without a hearing violated her First and Fourteenth Amendment rights. BGVAC is a private, non-profit membership corporation that contracts with the Town to provide emergency medical services and general ambulance services to the members of that community. The district court granted summary judgment to defendants. The court concluded that plaintiff failed to demonstrate a sufficiently close nexus between the State or Town governmental entities and the disciplinary actions taken against her. Consequently, BGVAC's actions cannot be fairly attributed to the State or the Town and BGVAC could not be held liable under section 1983. Accordingly, the court affirmed the judgment of the district court. View "Grogan v. Blooming Grove Volunteer Ambulance Corps" on Justia Law

James Garside acquired shares in South Despain Ditch Company in contravention of corporate restrictions on transferability of South Despain shares. After the sale, South Despain refused to issue certificates in Garside’s name and recognize him as a shareholder, claiming that the sale violated the transfer restrictions and was therefore was void. Garside filed suit, challenging the enforceability of the restrictions and asserting that their enforcement put South Despain in breach of its obligations in contract, fiduciary duty and the Utah Nonprofit Corporation Act. The district court granted summary judgment in favor of South Despain. Garside died during litigation, and Paul Southam proceeded on appeal. The Supreme Court affirmed, holding that the restrictions on the transfer of South Despain shares were enforceable, and thus, Southam acquired no viable rights as a shareholder. Absent a shareholder interest in the corporation, Southam lacked standing to pursue any of his claims. View "Southam v. S. Despain Ditch Co." on Justia Law

The Boys and Girls Clubs of South Alabama, Inc. ("BGCSA"), sought a writ of mandamus to order the Baldwin Circuit Court to dismiss a declaratory-judgment action filed against it and The Community Foundation of South Alabama by the attorney general of Alabama, Fairhope-Point Clear Rotary Youth Programs, Inc. ("Rotary Inc."), and Ruff Wilson Youth Organizations, Inc. ("Wilson Inc.") In 1996, B.R. Wilson, Jr., one of the incorporators and a principal benefactor of BGCSA, executed a deed transferring to BGCSA approximately 17 acres of real estate. Contemporaneously with the execution of the deed, Wilson gave a letter to BGCSA that stated Wilson's intentions and stipulations concerning his gift of the property. The letter stated that BGCSA was "'free to ultimately dispose of this property,'" but that it was Wilson's "'desire and understanding that [BGCSA] will use the proceeds from any such disposition for [BGCSA's] facilities and/or activities in the Fairhope–Point Clear area.'" Wilson died in 1997. In 2010, the Eastern Shore Clubs filed an action in the Baldwin Circuit Court seeking declaratory and injunctive relief against BGCSA. The Eastern Shore Clubs alleged that BGCSA "ha[d] used," or, perhaps, was "anticipat[ing] using," the proceeds from the sale of the property for its own operations, rather than for the benefit of the Eastern Shore Clubs. In 2012, the Baldwin Circuit Court entered a judgment concluding Wilson's intent was that the Wilson funds should be used for the "exclusive benefit of the Fairhope and Daphne Clubs." The Baldwin Circuit Court ordered the disbursal of the remainder of the Wilson funds. This case was the third action that has come before the Supreme Court arising out the dispute between BGCSA and the Eastern Shore Clubs over the Wilson funds. The Supreme Court concluded Section 6-5-440 compelled dismissal of this case because another action involving the same cause and the same parties ("the Mobile action") was filed first. Therefore, the Court granted the petition for a writ of mandamus and directed the Baldwin Circuit Court to vacate its most recent order in this case, and to enter an order dismissing this case. View "Alabama et al. v. Boys And Girls Clubs of South Alabama, Inc." on Justia Law

Petitioners the City of Valley Grande and its mayor, David Labbe, petitioned the Supreme Court for a writ of mandamus to direct the Circuit Court to vacate its order denying petitioners' motion for a summary judgment and to enter a summary judgment for the petitioners on claims asserted against them by Marcus Kelley, Yolanda Kelley, and Jeffery Barlow, Jr. The Valley Grande Volunteer Fire Department was incorporated specifically as a charity under 501(c)(3) of the Internal Revenue Code. In 2008, the City entered into an agreement with the fire department to which the fire department agreed to provide fire protection service to the City "without remuneration." However, the petitioners did acknowledge in the fire-service agreement that the City "ha[d] in the past and likely [would] continue to provide [the fire department] with some level of annual funding." Mayor Labbe testified that the City and the fire department are separate entities and that the City did not maintain or reserve any right of control over the fire department. In early 2011, James Barlow, Sr., and his mother, Bertha Yeager, were killed in a house fire. W. Alan Dailey, the coroner for Dallas County, pronounced Barlow and Yeager dead at the scene and directed members of the fire department to remove the remains of the deceased from the house. The plaintiffs alleged that the fire department represented that it had recovered all the decedents' remains. The plaintiffs stated that in April 2011 the family discovered a body bag at the scene of the fire that contained additional remains of Barlow. Plaintiffs sued petitioners, among others, asserting claims of negligence; wantonness; intentional infliction of emotional distress; fraud; suppression; and negligent and/or wanton hiring, training, and supervision of the individual firefighters against both the City and the mayor. Petitioners moved for a summary judgment, arguing, among other things, that the petitioners did not employ, supervise, or train any firefighters; that petitioners did not reserve any right of control over the fire department; that the petitioners were entitled to immunity pursuant to the Volunteer Service Act, 6-5-336, Ala. Code 1975; that the City was immune from suit for intentional torts of its agents, officers, or employees; and that the petitioners could not be liable for negligent and/or wanton hiring, training, or supervision of the individual firefighters because, they said, no master-servant relationship existed between the City and the fire department. The trial court denied petitioners' motion. Because of the procedural posture of this case, the Supreme Court addressed only those issues on immunity grounds and concluded that the agreement between the City and the fire department, as well as the donations made to the fire department by the City, did not alter the fire department's status as a "volunteer" fire department. Furthermore, the Court concluded that the firefighters were immune from liability for their negligent acts under the Volunteer Service Act. Accordingly, the Court granted the petition for a writ of mandamus in this case and directed the trial court to enter summary judgment for the petitioners. View "Kelley et al. v. Dailey" on Justia Law

Appellant Green Mountain Future (GMF) appealed the grant of summary judgment, which found that it was a political action committee (PAC) and violated a number of provisions of the Vermont campaign finance laws. GMF argued the trial court erred in not applying a narrowing construction created by the U.S. Supreme Court in "Buckley v. Valeo," (424 U.S. 1 (1976)), to the definition of a PAC under Vermont campaign finance laws, and that without that construction the registration and disclosure laws are unconstitutional under the overbreadth doctrine of the First Amendment and the vagueness doctrine of the Fourteenth Amendment. The State cross-appealed the $10,000 civil penalty assigned by the trial court, asserting that that court abused its discretion by misapplying certain factors and imposing a penalty for only one of GMF's violations. This case largely turned on the scope and continuing vitality of the "magic words" that GMF argued were required by "Buckley." GMF argued that its advertisements were purely issue advocacy and did not seek to affect the outcome of an election, in this case for Governor of Vermont. The State argued that GMF's advertisements were transparently employed to defeat the candidacy of Brian Dubie for Governor, although they did not state so explicitly. The Supreme Court held that the "magic words" were not required to make the applicable campaign finance statute constitutional. The Court affirmed the trial court's decision on summary judgment and the civil penalty, except that it remanded for reconsideration of the penalty for the violation of the identification requirement. View "Vermont v. Green Mountain Future" on Justia Law

The Authority was formed under Ga. Code 46-4-82(a) to provide member municipalities with natural gas. It operates as a non-profit, distributing profits and losses to member municipalities: 64 in Georgia, two in Tennessee, 12 in other states. It pays its own operating expenses and judgments; it is exempt from state laws on financing and investment for state entities and has discretion over accumulation, investment, and management of its funds. It sets its governance rules; members elect leaders from among member municipalities. Smyrna, Tennessee has obtained gas from the Authority since 2000, using a pipeline that does not run through Georgia. The Authority entered a multi-year “hedge” contract for gas acquisition, setting price and volume through 2014, and passed the costs on. The market price of natural gas then fell due to increased hydraulic fracturing (fracking), but Smyrna was still paying the higher price. Smyrna sued for breach of contract, violations of the Tennessee Consumer Protection Act, breach of fiduciary duty, and unjust enrichment. The district court denied the Authority’s motion to dismiss based on sovereign immunity under Georgia law and the Eleventh Amendment. The Sixth Circuit affirmed, stating that the Authority’s claim that any entity referred to as a state “instrumentality” in a Georgia statute is entitled to state-law sovereign immunity “requires quite a stretch of the imagination.” View "Town of Smyrna, TN v. Mun. Gas Auth. of GA" on Justia Law

The South Carolina Association of School Administrators (SCASA) is a non-profit corporation. In 2009, Rocky Disabato sent SCASA a request for information pursuant to the FOIA. The Executive Director of SCASA refused the request, asserting that SCASA is not a public entity subject to the FOIA. Disabato thereafter filed a complaint seeking a declaration that SCASA violated the FOIA by refusing to comply with his request as well as an injunction requiring SCASA to comply with the FOIA. SCASA moved to dismiss, arguing that as a non-profit engaged in political advocacy, the FOIA unconstitutionally infringed on its free speech rights. Upon review of the matter, the Supreme Court held that the FOIA did not violate SCASA's rights and reversed the circuit court's order granting its motion to dismiss. View "Disabato v. SCASA" on Justia Law