Court Grants Summary Judgment Finding That Plaintiff Is Member Of Foundation

Posted: February 27, 2026 / Written by: Samuel L. Butt, Thomas A. Kissane, Channing J. Turner, Joshua Wurtzel / Categories Commercial, Summary Judgment

Court Grants Summary Judgment Finding That Plaintiff Is Member Of Foundation

On January 15, 2026, in Epstein v. Epstein Teicher Philanthropies, Index. No. 654417/2020, Justice Andrea Masley granted plaintiffs’ motion for summary judgment declaring that Vincent McGree is a member of the foundation at issue. The Court explained:

Plaintiffs move for partial summary judgment and ask the court for a declaration that McGee is a member of the Foundation. Defendants argue that McGee is not a current member of the Foundation, and the court should find that McGee (1) is barred by the doctrine of laches and the statute of limitations to claim membership; (2) his membership lapsed under the Foundation’s governing documents; and (3) he abandoned the Foundation in 2007.

Under New York Not-For-Profit Corporation Law § 601(e) membership for a non-for-profit corporation may be terminated only by death, resignation, expulsion, expiration of a term of membership or dissolution and liquidation, unless the certificate of incorporation or by-laws provide otherwise. The Foundation’s 1976 by-laws do not provide for termination of membership by inactivity, abandonment, or failure to be reelected. Rather, under the 1976 by-laws, a member may be removed for conduct detrimental to the interests of the Corporation for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purpose. (See NYSCEF 10 at 11.) McGee states he did not resign and was not removed pursuant to the 1976 by-laws. (NYSCEF 7, McGee aff ¶¶7-8.) For a member of the Foundation to be removed, the 1976 by-laws clearly states that

Any such member, officer, or director proposed to be removed shall be entitled to at least five days' notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. (NYSCEF 10 at 11.)

McGee states he did not receive notice of the October, 3, 2007 meeting nor any document removing him from the Foundation. (NYSCEF 227, McGee tr 76:2-9.) Defendants, likewise, have failed to produce any evidence that McGee had been removed as a member. (NYSCEF 245, McGee aff ¶¶3, 5.) In fact, Heffner testified that she “didn’t find any documents saying [McGee] was no longer a member. (NYSCEF 228, Heffner tr at 131:25-132:4.) Defendants’ arguments based on abandonment, long standing non-participation, laches, and statute of limitations do not, as a matter of law, establish termination of membership. While McGee’s extended period of inaction may affect equitable relief, it does not constitute resignation or removal under the N-PCL, nor does it create a termination mechanism through which to apply statute of limitations.

Defendants assert that by October 3, 2007, some eight months after McGee had attended a Foundation meeting as a member, he was removed as a member, only Milton, Seth and Heffner were listed as members. (See NYSCEF 269, 2007 Special Minutes, at (B)(1) [“the members of the Foundation shall consist of Milton S. Teicher, A. Seth Teicher, and Jane E Heffner”].) Defendants have not provided any evidence to establish that fact. McGee was a member in October 2007 but was not given notice as required by the Foundation’s 1976 by-laws. (NYSCEF 10 at 11.)

Accordingly, plaintiffs’ motion for summary judgment finding that McGee is a member is granted.

Contact the Commercial Division Blog Committee at commercialdivisionblog@schlamstone.com if you or a client have questions concerning membership in an entitiy.