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Directors and Partners’ Minutes
Sidal
For each Sidal promissory note, petitioners, in their
capacities as the directors of Sidal, executed minutes of a
“Special Meeting of the Board of Directors of Sidal, Inc.”, which
purported to be the minutes of a board of directors meeting to
authorize (1) the borrowing from each petitioner and (2) the
promissory note to each petitioner. In each case, the specified
date of the board of directors meeting was the effective date
appearing on the corresponding promissory notes.
Paulan
Petitioners, in their capacities as the sole general
partners of Paulan, executed “Minutes of the Special Meeting of
the Partners of Paulan Properties” specifically authorizing the
following loans: (1) the wire transfer payments reflected in the
promissory notes of $1 million from each petitioner to Paulan,
dated December 18, 1997, (2) the $250,000 check to Sidal, dated
December 31, 1999, reflected in the promissory notes of $125,000
from each petitioner to Paulan, dated April 20, 1999, and (3) the
$525,000 check to Sidal, dated November 17, 1999, reflected in
the promissory notes of $262,500 from each petitioner dated
November 12, 1999. The partners’ minutes authorizing those three
14(...continued)
of $250,000 on Apr. 20, 1999, and $525,000 on Nov. 12, 1999.
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