Cane Creek Sportsman's Club, Inc. - Page 3

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               At the time of incorporation, petitioner's total authorized            
          stock was worth $1,200, divided into 12 shares of common stock              
          with a par value of $100 per share.  Originally, six shareholders           
          owned stock in petitioner, including James F. Hooper (Hooper) and           
          Paul R. Chamblee (Chamblee).  Each of the six original share-               
          holders owned two shares of common stock.  Under petitioner's               
          bylaws, a shareholder could transfer his interest to an outsider            
          only after having offered such shares to petitioner at market               
          value.  In 1974, one shareholder sold his stock to the remaining            
          five shareholders.  One year later, another shareholder sold his            
          stock to the remaining four.  Finally, in 1982, two more                    
          shareholders sold their stock to Hooper and Chamblee, leaving               
          each a 50-percent owner of petitioner.                                      
               Pursuant to its bylaws, petitioner's business and property             
          would be managed by a board of directors, elected by the                    
          shareholders.  The board, in turn, would delegate managerial                
          duties to corporate officers by electing a president, vice                  
          president, and secretary-treasurer.  The officers' main function            
          would be to oversee the corporation's daily affairs, including              
          authorizing written contracts of the corporation, signing all               
          stock certificates, keeping minutes of all proceedings, and                 
          safeguarding the corporation's moneys.  Both Hooper and Chamblee            
          have served on petitioner's board of directors since 1971.                  
          During 1993, Hooper also acted as president and, together with              

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Last modified: May 25, 2011