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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