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At some point during his review of the plan, James acquired
additional documents regarding the plan participants and how they
proposed to operate. These documents showed the following:
(1) The promoters intended to do business through Quotum, a
Liberian corporation that was formed on August 1, 1991;
(2) on November 8, 1991, a first meeting of incorporators
and subscribers was held at the offices of Wilcox Engineering
Ltd. located in Hereford, U.K. At the first meeting, a “Transfer
Subscription of the Capital Stock of the Corporation” for one
share of “Bearer” stock was approved, Brian Wilcox was elected
board chairman, and he and Michael Donnelly were elected
directors;
(3) at a meeting of the board of directors of Quotum held
on January 19, 1992 at Wilcox Engineering, Brian Wilcox was
elected president and board chairman, Michael Donnelly was
elected vice president, and Ian Yemm was elected
secretary/treasurer;
(4) at another meeting of the board of directors of Quotum
held later in the day on January 19, 1992, James was elected
president, E. B. Leedy was elected chairman of the board, Ian
Yemm was elected secretary/treasurer, and Michael Donnelly, Brian
Wilcox, Bjourn Andersson, and Mladen Kovatchev were elected
directors. A resolution giving James the right, in his sole
discretion, to disburse the “initial funding of $611,750" and to
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