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representatives of the Bermuda law firm of Conyers, Dill &
Pearman. The minutes of the first meeting indicate that Messrs.
Danielewski and Johnson were, respectively, elected to the
positions of president and vice president of UPSINCO. The
minutes further indicate that Mr. Stein was appointed as
secretary and treasurer and that Mr. Danielewski was appointed as
assistant treasurer.19 Thus, the majority of UPSINCO's board of
directors and officers were all employees of petitioner.
During the July 14, 1983, meeting, the board of directors of
UPSINCO appointed Parker & Co. as manager of the company and
passed bylaws which it then submitted to the shareholders for
confirmation.20 Also on July 14, 1983, the shareholders of
UPSINCO confirmed and adopted the bylaws and approved all actions
taken by UPSINCO's provisional directors on June 28, 1983, and
its directors on July 14, 1983. On August 1, 1983, UPSINCO was
certified as an insurer in Bermuda by the Minister of Finance.
By resolution dated October 31, 1983, the executive
committee of the board of directors of petitioner authorized a
capital contribution in the amount of $41,017,575 in cash to
UPSINCO. In addition, the executive committee of the board of
19The minutes also indicate that Mr. A.L. Vincent Ingham was
appointed assistant secretary.
20As of Jan. 1, 1985, subject to the directions and
instructions of OPL, the administrative functions of OPL were
provided by Parker & Co., a Bermuda corporation.
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