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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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Last modified: May 25, 2011