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shall constitute a quorum, and the act of a majority of the
directors present at a meeting with a quorum shall be the act of
the board. Directors may also take informal action by a written
consent signed by all directors. The president shall be the
principal executive officer of the corporation and, subject to
the control of the board, shall generally supervise and control
all of the business and affairs of the corporation. Among the
particular powers or duties placed under the board is the payment
of dividends, as follows: “The Board of Directors may declare,
and the corporation may pay, dividends on its outstanding shares
in any manner and upon any terms and conditions not restricted by
the Articles of Incorporation or prohibited by law.”
The management agreement executed by Stranco and Mr. Gulig
described his duties as follows:
Scope of Employment. Employee is hired to manage
the day-to-day business of Employer. Additionally, the
Employee shall manage the day-to-day business of the
Strangi Family Limited Partnership, a Texas limited
partnership (the “Partnership”) in which Employer
serves as the sole general partner and the managing
partner of the Partnership. During the term of this
Agreement, the Employee shall devote such portion of
his time, attention, and energies to the businesses of
the Employer and the Partnership and will diligently
and to the best of his ability perform all duties
incident to his employment hereunder. The duties of
Employee shall include, but not be limited to,
management of the Partnership’s rental properties, cash
and investment management, and the preparation and
filing of all required governmental reports including
tax returns.
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Last modified: May 25, 2011