Estate of Albert Strangi, Deceased, Rosalie Gulig, Independent Executrix - Page 9

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          47 percent of Stranco for $49,350, and Mrs. Gulig purchased the             
          remaining 53 percent for $55,650 on behalf of herself and her               
          three siblings (with each thereby acquiring a 13.25-percent                 
          interest).  The moneys were deposited into a bank account opened            
          in August 1994 in Stranco’s name.  Stranco contributed a portion            
          of these funds to SFLP in exchange for a 1-percent general                  
          partnership interest.                                                       
               Stranco’s articles of incorporation named decedent and the             
          Strangi children as the initial five directors.  On August 17,              
          1994, the Strangi children and Mr. Gulig met to execute the                 
          Stranco bylaws, a shareholders agreement, and a “Consent of                 
          Directors Authorizing Corporate Action in Lieu of Organizational            
          Meeting” effective as of August 12, 1994.  They also signed a               
          “Unanimous Consent of Directors in Lieu of Special Meeting” that            
          authorized the corporate president to execute a management                  
          agreement employing Mr. Gulig.                                              
               The Stranco bylaws set forth provisions governing corporate            
          formalities.  As pertains to shareholders, the bylaws state that            
          a majority of the outstanding shares shall constitute a quorum at           
          a meeting.  Shareholders may also take informal action by means             
          of a consent in writing signed by all shareholders.                         
               Concerning directors, the bylaws specify that there shall be           
          five directors, one of whom shall be elected president.  At a               
          meeting of the board, a majority of the directors then serving              






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