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representative with legal capacity to institute a case on behalf
of Adorno Business.
D. Mr. Adorno’s Objection
Ultimately, the Court received an objection, leave for the
filing of which was granted, to respondent’s motion to dismiss.
Mr. Adorno signed the objection as the “Director of The Adorno
Business Company”. In the objection, Mr. Adorno contends that he
is Adorno Business’ representative and authorized fiduciary with
the authority to act as director, and to sign on behalf, of
Adorno Business. In support thereof, Mr. Adorno attached to the
objection a two-page document entitled “The Adorno Business
Company, Minutes of Second Meeting, December 26, 1995” (second
minutes). The second minutes provide, in part, as follows:
At this, the SECOND MEETING of the Board of Directors[5]
of The Adorno Business Company * * * a MAJORITY of the
Directors being present, by unanimous accord the
following was affirmed and ratified, viz:
* * * * * * *
18. That the prime responsibility of the Board of
Directors is to manage The Adorno Business
Company, it’s [sic] business, and it’s [sic]
assets in such a manner as to insure predominate
consideration, for the welfare of the
beneficiaries rights to income distributions. * *
* And, that it is expected and hereby declared
inviolate, that as Directors of The Adorno
Business Company resign, retire, succumb, or are
removed * * * their places will be filled on the
5 Based on the record as a whole, it appears that Mr.
Adorno has been the sole member of the “Board of Directors” at
all relevant times.
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