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LPP’s articles of incorporation do not address the
procedures for (1) instituting directors’ or shareholders’
meetings or (2) adopting binding resolutions at such meetings,
and petitioner has failed to place LPP’s bylaws into evidence.
Nor has she demonstrated compliance with the provisions of
Louisiana corporation law that pertain to those procedures in the
absence of controlling articles or bylaws.
Without evidence that the 1986 agreement constituted a
“binding agreement” within the meaning of section 1.1361-
1(l)(2)(i), Income Tax Regs., the most that can be said of the
monthly distributions to Julian E. is that they, in effect,
provided him with a timing benefit vis-a-vis LPP’s distributable
earnings, which, in total, have not been shown to belong to LPP’s
12(...continued)
(iii) The notice of a special meeting of the
board shall describe the purpose of the special
meeting.
See also La. Rev. Stat. Ann. sec. 12:81C(9) (1994):
Any action which may be taken at a meeting of the board
of directors * * * may be taken by a consent in writing
signed by all of the directors * * * and filed with the
records of proceedings of the board * * * .
With regard to shareholders’ meetings, see La. Rev. Stat. Ann.
sec. 12:73D (1994), which, in pertinent part, provides:
Unless otherwise provided in the articles or by-laws,
and except as otherwise provided in this Chapter, the
authorized person or persons calling a shareholders’
meeting shall cause written notice of the time, place
and purpose of the meeting to be given to all
shareholders entitled to vote at such meeting, at least
ten days and not more than sixty days prior to the day
fixed for the meeting. * * * Notice of any
shareholders’ meeting may be waived in writing by any
shareholder at any time * * *
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