*2624 Upon the evidence, held that the petitioner is not entitled to exemption as a "business league" under the provisions of paragraph 7 of section 231, Revenue Act of 1918.
*251 The petitioner has appealed from the determination of a deficiency in income and profits taxes for the calendar year 1918 in the sum of $34,060.86. It claims that it is entitled to exemption under the provisions of section 231 of the Revenue Act of 1918.
FINDINGS OF FACT.
There are in the middle western portion of the United States two groups or associations of fire insurance companies. One of these associations is known as the "Union" and the other as the "Insurance Bureau." Some two hundred insurance companies belong to one or the other of these associations.
Prior to 1915 each company had its own blank forms printed and distributed them to its agents. In many instances the forms differed and in every instance each agent, although he represented numerous *252 companies, was expected to, and commonly did, keep on hand a more or less complete supply of forms*2625 supplied by each company. The disadvantages of such an arrangement were obvious and in order to overcome them the representatives of the two associations devised the plan of having all of the member companies of the two associations use the same forms and of having one distributing agency which would supply the necessary forms to all agents.
It was deemed advisable to organize a corporation to handle the printing and distribution of forms, and in 1915 the Uniform Printing & Supply Co. was organized and all of its stock issued to the two associations, and they in turn distributed the stock to their members. (There is in the record no evidence of the residence of the corporation, the exact date of its organization, the number of shares issued and whether issued for cash, and no copy of the charter or by-laws from which the powers and purposes of organization may be ascertained.) The two associations advanced sufficient money to purchase the necessary machinery and equipment and the company borrowed additional money to be used as working capital for the purchase of material and supplies, payment of employees, etc.
As the membership in the two associations grew, it became necessary*2626 to reduce the stockholding of the members in the company in order to provide shares of stock for issuance to new members. In some instances a whole share of stock was not available for issuance or transfer to the new member and fractional parts of shares were issued or transferred. Under such circumstances, no consideration is paid for the issuance or transfer of the stock. Each shareholder, regardless of the size of its holdings, has the same voice in the management and control of the company.
The blank forms are supplied direct to the agents upon requisition from a member company. A bill or statement for the forms so distributed is rendered monthly to the Uniform Forms Committee, the membership of which is composed of representatives of the two associations. These bills are paid by the associations out of funds raised by assessments against the member companies based upon the business transacted, that is to say, premiums written, by each. In some instances the petitioner prints insurance policies for the companies and charge for such service is made and paid directly without the intervention of the associations.
It is the policy of the company to print and distribute*2627 forms and policies at a price which will be sufficient, but only sufficient, to pay the expenses of operating and maintaining the plant and organization. It was anticipated that in 1919 and subsequent years it would be necessary for the company to spend substantial sums in replacements of and additions to plant and equipment. In order *253 to provide the necessary funds for such contemplated expenditures, the price charged for forms, etc., was increased slightly over the actual cost during the year 1918 with the result that the taxpayer closed the year with a surplus of $74,521.62. This amount was subsequently expended for replacements and additions.
The taxpayer corporation was organized to provide a printing and distributing service for its stockholders at cost and it has never diverted from such policy except to the extent of slightly increasing the price to cover the cost of replacements and additions. No dividends have ever been distributed to any stockholder.
OPINION.
GREEN: The petitioner contends that it is a "business league" and as such entitled to exemption under section 231(7) of the Revenue Act of 1918, which reads as follows:
That the following organizations*2628 shall be exempt from taxation under this title -
(7) Business leagues, chambers of commerce, or boards of trade, not organized for profit and no part of the net earnings of which inures to the benefit of any private stockholder or individual.
This provision has been reenacted without material change in the Revenue Acts of 1921, 1924, and 1926. The regulations prescribed by the Commissioner are the same under the various acts and read as follows:
ART. 518. Business leagues. - A business league is an association of persons having some common business interest, which limits its activities to work for such common interest and does not engage in a regular business of a kind ordinarily carried on for profit. Its work need not be similar to that of a chamber of commerce or board of trade. An association engaged in furnishing information to prospective investors, to enable them to make sound investments, is not such a league, since its members have no common business interest, and it is not exempt, even though all of its income is devoted to the purpose stated. A clearing house association, not organized for profit, no part of the net income of which inures to any private stockholder*2629 or individual, is exempt provided its activities are limited to the exchange of checks and similar work for the common benefit of its members. An association of persons who are engaged in the business of carrying freight and passengers by boats propelled by steam, which is designed to promote the legitimate objects of such business, and all of the income of which is derived from membership dues and is expended for office expenses and the salary of a secretary-treasurer, is exempt from tax. An incorporated cotton exchange, whose shares carry the right to dividends, is organized for profit and is not exempt.
Under such conditions each reenactment adds weight to the administrative interpretation as set forth in the regulation, and unless such interpretation is clearly contrary to the intention of Congress it should not be disturbed.
*254 This taxpayer does, in part at least, "engage in a regular business of a kind ordinarily carried on for profit," and therefore unless the regulation is wrong it must be enforced and the exemption denied.
Three types of organizations are mentioned in paragraph (7) - business leagues, chambers of commerce, and boards of trade. Ordinarily*2630 chambers of commerce and boards of trade are organized to promote the common welfare of a substantial group of individuals, partnerships, and/or corporations all engaged in business in the same community. The profit advantage derived by the member does not come by way of dividends or other distribution of earnings of the corporation but comes rather from the increased earnings of the business of which the member is the owner. Not uncommonly do the activities of the board of trade or chamber of commerce result in a general good participated in by members and nonmembers alike. It seems to us that a business league, to be entitled to the exemption, should be engaged in and limited to activities similar to those of the ordinary chamber of commerce or board of trade, and that those activities should be of a kind not ordinarily engaged in for profit.
The various types of organizations entitled to exemption have been carefully classified in the statute and grouped according to their similarity. An examination of the various provisions indicates that the entire absence of possibility of profit to the member is the predominant characteristic.
That portion of the regulation which limits*2631 the exemption to organizations which do "not engage in a regular business of a kind ordinarily carried on for profit" is a logical and reasonable construction of paragraph (7) of section 231, and this being true there is no legal justification for its rejection.
The petitioner herein, while organized and at present operated to give service to its stockholders at cost, is by no means required so to do. If, for reasons which seem sufficient to its stockholders or directors, it is decided to increase the charge made for the printing and distribution of forms, such action could properly and lawfully be taken. Such action has already been taken to provide a fund to care for anticipated improvements and replacements. Should this or other accumulations exceed the requirements of the business, there is nothing to prevent their distribution to stockholders as dividends. Thus they may function, in most respects at least, as does an ordinary corporation and have so functioned except in the matter of the distribution of dividends, and these they may distribute if they so desire.
The *2632 , is not in point. There the parties agreed that the taxpayers *255 were a business league and the appeal turned on other issues. Here the only issue is whether the taxpayer is a business league.
Reviewed by the Board.
Judgment will be entered on 15 days' notice, under Rule 50.
STERNHAGEN and SIEFKIN concur in the result.
SMITH, TRUSSELL, MILLIKEN, and MURDOCK dissent.