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(first minutes), and a notarized affidavit dated October 17,
2002.
The purported trust instrument12 provides, in part, as
follows:
COMMON LAW BUSINESS ORGANIZATION
THIS COMMON LAW CONTRACT IN THE FORMAT OF AN IRREVOCABLE
DECLARATION OF TRUST AUTHORIZES ITS DIRECTORS TO OPERATE UNDER
THE NAME OF
The Adorno Asset Management Company
(referred to as the company)
DATED December 6, 1995
THIS agreement, conveyance and acceptance is made
and entered into at the time and on the date appearing
in the acknowledgment hereto attached, by and between
Alicia Gloyeske who drafted the Common Law Business
Organization DOCUMENTS as THE CREATOR HEREOF and THE
OFFEROR HEREIN and Edwin R. Adorno, as the INVESTOR AND
OFFEREE HEREIN and Alicia Gloyeske ACCEPTOR hereof who
shall compose the Board of Directors and Executive
Officers for conducting said business.
The Creator hereby constitutes and appoints the
above designated Director to be, in fact, Director of
the Company hereby created and established. The
investor for and in consideration of the objects and
purposes herein set forth, the cash sum of Ten Dollars
in hand paid and other considerations of value, the
receipt of which is hereby acknowledged, does hereby
agree to sell, assign, convey, and deliver unto said
Director, who are to hold legal title in fee simple.
* * * * * * *
Directors shall be not less than one in number, but may
be increased for practical reasons beneficial to the
Company. The Director herein mentioned by name, or
his/her successors elected to fill vacancies, shall
12 The provisions of the purported trust instrument are
substantially identical to the purported trust instrument in The
Adorno Bus. Co. v. Commissioner, T.C. Memo. 2003-126. See infra
note 16.
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