Estate of Anna Mirowski, Deceased, Ginat W. Mirowski and Ariella Rosengard, Personal Representatives - Page 37




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               Shortly after Ms. Mirowski died, on September 16, 2001,                
          decedent’s estate, through its personal representatives, and the            
          remaining members of MFV (i.e., the daughters’ trusts), through             
          their respective trustees (i.e., Ms. Mirowski’s daughters),                 
          executed a memorandum regarding MFV’s operating agreement.  In              
          that memorandum, inter alia, each of those trusts, through its              
          trustees, acknowledged receipt of an interest and membership in             
          MFV.30                                                                      
               On September 16, 2001, the remaining members of MFV (i.e.,             
          the daughters’ trusts), through their respective trustees, also             
          held a special meeting (September 16, 2001 special meeting).  At            
          that meeting, those members elected the following officers in               
          order to continue MFV’s business:  Ginat Mirowski as its general            
          manager and president, Doris Frydman as its vice president, and             
          Ariella Rosengard as its secretary/treasurer.  At the September             
          16, 2001 special meeting, the remaining members of MFV (i.e., the           
          daughters’ trusts) also discussed, through their respective                 
          trustees, MFV’s Goldman Sachs account that MFV had recently                 
          opened, and they passed a resolution authorizing and ratifying              
          the establishment and maintenance of that account.                          


               30An exhibit attached to the memorandum regarding MFV’s                
          operating agreement reflected the Sept. 7, 2001 respective                  
          membership interests in MFV of decedent and the daughters’ trusts           
          after Ms. Mirowski’s respective gifts of 16-percent interests in            
          MFV to those trusts, as well as the amount of decedent’s basis in           
          the 16-percent interest that she gave to each of those trusts,              
          which carried over to each trust.                                           





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