The Adorno Asset Management Trust - Page 17

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          statement purportedly appoints Mr. Adorno “successor director”,             
          let alone “trustee”, because the record is devoid of “Minute 25”.           
          Further, the third minutes appear to suggest that Adorno Asset              
          hired Mr. Adorno in an employment capacity as executive director.           
          Assuming arguendo that Mr. Adorno was properly appointed                    
          executive director, however, that does not confer upon him the              
          legal status as trustee for Adorno Asset.                                   
               The purported trust instrument does not define the term                
          “director”, but it indicates that the director or directors                 
          comprise the “Board of Directors” with authority to “exercise               
          collectively the exclusive management and control of the Company            
          property and business affairs”.  Further, the purported trust               
          instrument does not provide the director with the authority to              
          institute legal proceedings on behalf of Adorno Asset.19  The               
          specific duties, powers, and responsibilities set forth in the              
          purported trust instrument are associated with the day-to-day               
          management affairs of the business.  Thus, the director’s                   
          responsibilities appear to be nothing more than those of a                  
          business manager.  We find it difficult to accept that the title            
          “director” confers the legal status of trustee on Mr. Adorno.               
               Indeed, the first time Mr. Adorno claimed to be trustee for            
          Adorno Asset is in his response dated October 17, 2002, to the              
          Court’s order for document production evidencing Mr. Adorno’s               


               19  See 760 Ill. Comp. Stat. Ann. 5/4.11 (West 1992).                  





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Last modified: May 25, 2011