E.J. Harrison and Sons, Inc. - Page 4

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          contracts during the audit years included the cities of                     
          Carpenteria, Ventura, Camarillo, and Ojai.  Petitioner also                 
          contracted with Ventura County, covering the unincorporated                 
          portions of that county.                                                    
          Board of Directors Meetings                                                 
               On July 15, 1991, shortly after Mr. Harrison’s death on                
          April 5, 1991, petitioner’s board of directors (the board)                  
          elected Mrs. Harrison president of petitioner, a title she held             
          continuously through the audit years.  Petitioner’s other                   
          officers during the 1991-97 period were the Harrisons’ three                
          sons, Ralph E. Harrison (Ralph), James E. Harrison (James), and             
          Myron G. Harrison (Myron), each of whom held the title “vice                
          president”.  Ralph also held the title “secretary and treasurer”.           
          After Mr. Harrison’s death, those four individuals constituted              
          the board.  The formal board meetings (for which typewritten                
          minutes were kept) were held annually on July 15 during the 1991-           
          97 period.  Mrs. Harrison acted as or was designated “chairman”             
          of the meeting and Ralph acted as or was designated “secretary”.            
          During the 1995-97 annual meetings, the board determined “the               
          annual compensation, including bonuses, of each of the * * *                
          [officers]” for the fiscal year ending the previous June 30;                











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