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Financial, substantially all of the shares of stock in Guardian
Bank and in Guardian Services were transferred to Stanford
Financial, and, as explained, Guardian Bank and Guardian Services
became related to each other as brother/sister corporations with
Stanford Financial as the parent corporation.
In its articles of association or charter, Stanford
Financial's stated purpose was to act as a holding company and to
provide administrative and management services, as follows:
(1) (a) To carry on the business of a Holding Company
and to undertake and transact all kinds of agency
business.
* * * * * * *
(3) To take part in the formation, management,
supervision or control of the business or operations of
any company or undertaking, and for that purpose to
appoint and remunerate any directors, accountants, or
other experts or agents.
* * * * * * *
(5) To act as managers or to direct the management of
any * * * businesses or of any corporations or firms or
on behalf of any person carrying on any * * *
businesses and to act as directors of any company or as
members of the boards of management of any corporations
carrying on any such businesses.
Stanford Financial's articles of association or charter also
authorized Stanford Financial to engage in the business of
banking. There is no reference in Stanford Financial's charter
to Guardian Bank or to Guardian Services.
During 1989 and 1990, pursuant to a service agreement that
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