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1978 to 1991, Carol Baker served as petitioner's vice president
and director.3 At times during the period from 1978 to 1991, one
other person served in the position of treasurer, secretary,
chief financial officer, or director.
Petitioner's articles of incorporation, filed September 13,
1957, listed the following purposes:
(a) PRIMARY PURPOSE--To operate drive-in restaurants,
SECONDARY PURPOSE--To construct and sell buildings and,
(b) To manufacture, fabricate, assemble, to take, purchase
and otherwise acquire, own, hold, use, sell, assign,
transfer, exchange, lease, and otherwise dispose of, and to
invest, trade, deal in and with goods, wares and merchandise
and supplies and all other personal property of every class
and description.
(c) To purchase, acquire, own, hold, use, lease (either as
lessor or lessee), grant, sell, exchange, subdivide,
mortgage, convey in trust, manage, improve, construct,
operate and generally deal in any and all real estate,
improved or unimproved, stores, office buildings, dwelling
houses, apartment houses, hotels, manufacturing plants and
other buildings, and any and all other property of every
kind or description, real, personal and mixed, and
wheresoever situated, either in California, other states of
the United States, or foreign countries.
* * * * * * *
In 1969, petitioner engaged in a corporate restructuring in
which Baker's Burger was incorporated to conduct petitioner's
fast-food business. According to the minutes of the special
meeting of the Board of Directors on October 16, 1969:
The Chairman [Mr. Baker] explained that Baker's Burgers,
Inc., a California corporation, was formed to conduct the
drive-in hamburger and Taco Stand business separate and
apart from the contracting business, both of which were
3 Carol Baker was also petitioner's secretary in 1978,
1979, and 1980.
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