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execute the Stranco shareholders’ agreement, bylaws, and a
Consent of Directors Authorizing Corporate Action in Lieu of
Organizational Meeting that was effective as of August 12, 1994.
They also executed a Unanimous Consent of Directors in Lieu of
Special Meeting to employ Mr. Gulig to manage the day-to-day
affairs of SFLP and Stranco, dated August 12, 1994. Stranco
never had formal meetings. All corporate actions were approved
by unanimous consent agreements in lieu of actual meetings. On
August 18, 1994, McLennan Community College Foundation accepted a
gift of 100 Stranco shares from decedent’s children “in honor of
their father”.
From September 1993 until his death, decedent required
24-hour home health care that was provided by Olsten Healthcare
(Olsten) and supplemented by Stone. During this time, Stone
injured her back. This injury resulted in Stone’s having back
surgery, and SFLP paid for the surgery. On October 14, 1994,
decedent died of cancer at the age of 81.
On December 7, 1994, Peter Gross, an attorney from the law
firm of Prager & Benson, P.C., as a representative of decedent’s
estate, requested that Texas Commerce Bank (TCB), successor in
interest to Ameritrust, resign as coexecutor of decedent’s
estate. The Strangi children also requested that TCB decline to
serve as coexecutor and agreed to indemnify TCB for claims
related to the estate if it declined to serve as coexecutor.
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