Neal T. Baker Enterprises, Inc. - Page 3

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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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