EXHIBIT F
THE R&S GROUP
AGREEMENT
I
Common Law Business Organization
THIS COMMON LAW CONTRACT IN THE FORMAT OF AN IRREVOCABLE DECLARATION OF
TRUST AUTHORIZES ITS
DIRECTORS TO OPERATE UNDER THE NAME OF
The R&S Group
(referred to as the company)
Dated November 5, 1995
THIS AGREEMENT, CONVEYANCE, and ACCEPTANCE is made
and entered into at the time and on the date appearing in the
acknowledgment hereto attached, by and between
Xxxxxx Xxxxxxx
who drafted the Common Law Business Organization DOCUMENTS as
THE CREATOR HEREOF and THE OFFEROR HEREIN
and
Rainbow Group and Senior Group
as the INVESTORS AND OFFEREE HEREIN
and
Xxxxxxx Xxxxxxx, President of Health Care Centers of America, Inc.
ACCEPTOR hereof who shall compose the
Board of Directors and Executive Officers for conducting
said business.
The Creator hereby constitutes and appoints the above designated
Director, to be, in fact, Director of the Company hereby created and
established. The Investors for and in consideration of the objects and purposes
herein set forth, the cash sum of Ten Dollars in hand paid and other
considerations of value, the receipt of which is hereby acknowledged, does
hereby agree to sell, assign, convey, and deliver unto said Director, who are to
hold legal title in fee simple and in joint tenancy and not as tenants in
common, to collectively act by virtue of this covenant as a Board of Directors
under the name herein designated - certain properties, business projects,
operations underway or contemplated, dealing in equities, formulae, entities,
patents, copyrights, business good-will, or other business desired to be engaged
in by said Directors.
The Company name and other things of value constitute a Contract,
including tights in reversion or remainder wherever situate, and other things of
value, and having its principal place of business at:
0000 Xxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxx, XxXxxx Xxxxxx, Xxxxxxxx 00000
The above named Director, for himself/herself and his/her successors,
do hereby agree to accept properties real and personal to be conveyed and
acknowledge acceptance of and delivery of all of the property speafied, together
with all the terms of the contract herein set forth agree to conserve and
improve the Company, to invest and reinvest the funds of said Company in such
manner as to increase the financial rating of the Company during the period of
outstanding liabilities of the various properties and enterprises in commerce
for gain, exercise their best judgment and discretion, in accordance with The
Company AIGnutes, making distributions of portions of the proceeds and income as
in their discretion, and according to the minutes, should be made, make complete
periodic reports of business transactions and upon final liquidation, distribute
the assets to the Beneficiaries as their interests may appear and in all other
respects administer said Company in good faith, strictly in conformity hereto.
Directors shall not be less than one in number, but may be increased for
practical reasons beneficial to the Company. The Director herein mentioned by
name, or his/her successors elected to fill vacancies, shall hold office, have
and exercise collectively the exclusive management and control of the Company
property and business affairs;
PROVIDED, HOWEVER, that a Director may resign or be removed from office by a
Resolution of unanimous concurrence of the remaining Directors when, in their
opinion, said Director shall have been
guilty of fraud, malfeasance in office, gross neglect of duty, or for cause by
the mandate of a court of competent jurisdiction and
PROVIDED FURTHER, that in the event of death, removal from office, or
resignation, the Directors shall appoint or elect a successor by the unanimous
concurrence of the remaining Directors. Should the entire Board of Directors
become vacant, persons named in the minutes of The R&S Group as successor
Directors) are hereby appointed to that position, otherwise a Court of Equity
may appoint one Director, who, in turn, shall appoint the additional Directors.
Should objection be filed to appointment of additional Directors, the same shall
be spread upon the Minutes. Any such objection shall deprive the candidate from
accepting the Directorship.
The signing and acknowledging of this Agreement by the hereinabove appointed
Director, or the signing and acknowledging of appropriate Minutes by Directors
subsequently elected or appointed, shall constitute their acceptance of The RCS
Group and the Company properly, assets, and emoluments thereof shall immediately
vest in the new Director or Directors without any further act or conveyance.
DIRECTORS' MEETINGS: By a regular act, Directors may provide for meetings at
stated intervals without l~ notice, and special meetings may be called at any
time by two or more Directors upon three days' written ' notice, which may be
waived. At any regular or special meeting, a MAJORITY of the Directors shall
constitute a quorum for conducting business, PROVIDED, affirmative action may be
taken only upon a MAJORITY vote of all Directors, whether present or absent
except that at special meetings called for a special purpose the MAJORITY
present may affirmatively act in emergency matters.
POWERS OF DIRECTORS: Directors may do anything any individual may legally do in
any state or country, subject to the restrictions herein noted. They shall
continue in business, conserve the property, commercialize the resources, extend
any established line of business in industry or investment, as herein especially
noted, at their discretion, for the benefit of The R&S Group, such as viz: buy,
sell, or lease real estate for the surface or mineral rights, buy or sell
mortgages, securities, bonds, notes, leases of all kinds, contracts or credits
of any form, patents, trademarks, or copyrights, buy, sell or conduct mail-order
business, or branches thereof, operate stores, shops, factories, warehouses, or
other trading establishments or places of business of any kind, construct, buy,
sell, lease, or rent suitable buildings or other places of business, advertise
different articles or business projects, borrow money for any business project,
pledging the Company property for the payment thereof, hypothecate assets,
property, or both, of the Company in business projects, own stock in, or entire
charters of corporations, or other such properties, companies, or associations
as they may deem advantageous.
A Minute of Resolutions of the Board of Directors authorizing what they
determine to do or have done shall be evidence that such an act is within their
power. Anyone lending or paying money to the Directors shall not be obliged to
see the application thereof. All funds paid into the treasury are and become a
part of the ASSETS of The R&S Group.
ADMINISTRATION: The Directors shall regard this instrument as their sufficient
guide, supplemented from time to time by their resolutions (said resolution to
be ratified ALWAYS by a MAJORITY of the Directors then in office and
participating in the issuing meeting) covering contingencies as they arise and
are recorded in the Minutes of their meetings, which are the By-laws, rules, and
regulations of The R&S Group.
OFFICERS AND MANAGEMENT: The Directors may in their discretion elect among their
number an Executive Director, Secretary Director, and Treasurer Director, or any
other officers they may deem expedient for proper functioning. Directors may
hold two or more offices simultaneously, their duties being such as are usual or
are prescribed. They may employ agents, executives, or other employees, or
designate third persons to hold funds for specific purposes.
EXPENDITURES: The Directors shall fix and pay compensation of all officers,
employees, or agents in their discretion, and may pay themselves such reasonable
compensation for their services as may be determined by a MAJORITY of the Board
of Directors.
CONSTRUCTION: The Directors, officers, agents, or employees possess only such
authority as awarded them herein. Authority is understood and meant to be
similar to that awarded an Executor of an estate wherein the testator directs
(illustration): "That my Executor is directed to handle the estate in the manner
he thinks to be to the best interest, limited by the terms hereof, without the
necessity of resort to the court for permission or approval of any transaction,
intending herein to leave open for the court the question of conscientious
dealing of my Executor only."
DIRECTORS' DECLARATION OF PURPOSE: Directors shall be to accept rights, title,
and interest in and to real and personal properties, whether tangible or
intangible, of the Investors HERETO, to be the assets of The R&S Group. Included
therein is the exclusive use of his lifetime services and ALL of his EARNED
REMUNERATION ACCRUING THEREFROM, from any current source whatsoever, so that
Xxxxxx X. Xxxxxxx, Xx. can maximize his lifetime efforts through the utilization
of his Constitutional Rights TO EXECUTE A PRIVATE CONTRACT for the protection of
his family and the preservation and growth of his assets for future generations.
THE DIRECTORS by their resolution of purpose may perform and function for any
purpose on behalf of any individual, group, or combination of individuals,
severally or collectively.
In such instances the powers and authority of the Directors shall be defined and
limited to the general purposes set forth by the Contract and the Directors'
Declaration of Purpose.
The Company shall have authority to provide itself with operating funds through
commercial loans, directly secured by assets or income of The R&S Group,
provided such authority is possessed, in writing, from the Board of Directors of
The R&S Group.
Notice is hereby given to all persons, companies or corporations extending
credit to, contracting with, or having claims against The R&S Group, that they
must look only to the funds and property of the Company for payment or for
settlement of any debt, tort, damage, judgment or decree, or for any
indebtedness which may become payable hereunder, that the Directors are NOT
personally liable when dealing with the Company properties or matters.
LIABILITIES: The Directors shall, in the capacity of Directors and not
individually, assume or incur only such liability as may attach to said Company
property assets. This Director liability shall not in any manner jeopardize
their individual or personal holdings and for any losses they should suffer for
any reason through services, they shall be reimbursed from Company PROPERTY to
the same extent as would non-interested persons.
DOCUMENTS: It is expressly declared that a Common Law Business Organization, and
not a partnership, is hereby created and that neither the Directors, officers,
or certificate holders, present or future, have or possess any beneficial
interest in the property or assets of said Company, nor shall they be personally
liable hereunder. as partners or otherwise that no Director shall be liable for
the act or omission of a CoDirector, or any other person, whatsoever, whether
employed by such Director or not, or for anything other than his own, personal
breach of Contrail. It is further expressly intended that the Directors and
Certificate of Beneficial Interest holders are not associated together in the
pursuit of the business purposes hereof in any way. The Directors alone have the
duty to carry out the business purposes of this contract. The Certificate
holders have only a right to receive distributions, in the nature of a royalty,
and not a dividend, when and if the Directors in their sole discretion make such
distributions.
CERTIFICATES OF BENEFICIAL INTEREST: The Beneficial Interests, as a convenience,
for distribution are divided into One Hundred (100) Units, substantially in the
certificate form hereto attached. They are non-assessable, non-taxable (under
the provisions of Section 1001 of Internal Revenue Code), nonnegotiable,
non-transferable (excel back to the Company) and the lawful possessor thereof
shall be construed the true and lawful owner thereof. The lawful owner may, if
he so desires, cause his Beneficial Certificate to be registered with the
Secretary of the Directors. The Certificates of Beneficial Interest are to
expressly state that the holder of the Certificate expressly agrees that the
holder does not have any right, title, or legal interest in the assets of the
Company, in law or in equity, nor voice in the management or control of the
Company and that moreover, upon the death, insolvency, or dissolution of the
holder hereof, the Certificates (and all rights thereunder) shall be absolutely
NULL AND VOID. However, all or part of the Units represented by the Certificate
may be transferred before death, insolvency, or dissolution of the holder, but
only upon the prior approval of the Directors, and in accordance with the
provisions of this Contract Creating This Entity.
SPENDTHRIFT: The Directors are not to recognize any transfer, encumbering,
mortgage, pledge, hypothecation, order, or assignment of any Beneficiary by way
of anticipation of any part of the income or principal hereof, and the income
and principal of the Company shall not be subject in any manner to transfer by
operation of law, unless otherwise herein provided, and shall be exempt from the
claims of creditors and other claimants and from orders, decrees, levies,
attachments, garnishments and executions, and other legal or equitable process
of proceedings to the fullest extent permissible by law. Each Beneficiary is
expressly prohibited from any of the above:
DEATH - INSOLVENCY - BANKRUPTCY: The death, insolvency, or bankruptcy of any
certificate holder, or the transfer of his certificate by gift, devise, or
descent, shall not operate as a dissolution of The R&S Group, or in any manner
affect the Company or its operation or mode of business. Ownership of a
Beneficial Certificate shall not entitle the holder to any legal title in or to
the Company property, nor any undivided interest therein, nor in the management
thereof nor shall the death of a holder entitle his heirs or legal
representatives to demand any partition or division of the property of the
Company, nor any special accounting but said successor may succeed to the same
distributional interest upon the surrender of the certificate as held by the
deceased for the purpose of reissue to the then lawful holder or owner.
DURATION -CLOSURE: This Company shall continue for a period of twenty-five years
from date, unless the Directors shall unanimously determine upon an earlier
date. The Directors may at their discretion, because of threatened depreciation
in values, or other good and sufficient reason necessary to protect or conserve
Company assets, liquidate the assets, distribute, and close the Company at any
earlier date determined by them. The assets of the Company shall be
proportionately and in a pro rata manner distributed to the Beneficiaries. In
the event this instrument has been recorded with the Registrar of Deeds, they
shall then file with said Recorder a notice that the Company shall terminate and
cease and thereupon, the Directors shall automatically be discharged hereunder,
PROVIDED, their administration and distribution has been made in accordance with
the terms and provisions of the Contract Creating This Entity. Otherwise, a
court of equity may be invoked to review and correct any tort or error.
RENEWAL: At the expiration of this Agreement the then Directors, if they so
desire and believe that said Company should not be closed, may renew this
Agreement for a like or shorter period. A Resolution of said renewal shall be
entered upon the Minutes and also recorded in the Recorder's Office (in the
event this Agreement has been recorded) at least 120 days prior to the
expiration hereof. Public notice shall be made in a county newspaper of general
circulation not less than 60 days prior to the expiration hereof.
RESTRICTIONS: Nothing herein contained shall be construed to authorize the
Company to issue Certificates of Beneficial Interest in excess of the number
herein provided, nor for a nominal value at variance with the provisions hereof.
PURPORT: The purport of this contract is to convey property to Directors, to
constitute the assets of the company, held by the Directors, in joint tenancy
for the duration hereof, and to provide for a prudent and economical
administration to BEGIN AT ONCE and not to be deferred until after the death of
any creator, settler, or maker, as occurs when such Trust Estates are created by
Last Will and Testament. The creators, and/or makers of this covenant prefer
that the Directors act solely within their constitutional rights as based upon
their common law contract rights and immunities vouchsafed to citizens of the
United States of America and defined in Article N, Section 2, PROVIDING, that
"Citizens of each state shall be entitled to all privileges and immunities of
citizens in the several states," and Article VI, Section 2, PROVIDING that "The
Constitution of the United States and the laws made in pursuance thereof shall
be the supreme law of the land" and the 14th Amendment thereof, PROVIDING, that
"No state shall make or enforce any taw which shall abridge the privileges or
immunities of citizens of the United States." This contract is intended to
create a Common Law Business Organization with the following business purposes,
including but not limited to, the protection of property and assets, insulation
of personal or business liability, simplified distribution of property and
assets, to increase profit structure, to become more competitive in the market
place, to obtain more privacy in buying and selling properties or businesses,
and to raise capital resources.
Nothing herein contained shall be construed as an intent to evade or contravene
any Federal or State Law, nor to delegate to Directors any special power
belonging exclusively to franchise of incorporation.
The intent of the Investors in The R&S Group is to transfer to it certain real
and personal properties and in so doing he conveys all right, title and interest
therein.
By creating this legal entity, the parties to this agreement have exercised
their Constitutional Rights to create and execute a private contrail to agree in
a meeting of the minds and for an adequate consideration to create a Common Law
Business Organization for the business purposes set out herein.
IN WITNESS WHEREOF the Creator hereof and Investors hereto and the Acceptors
hereof, for themselves, their heirs, successors, and assigns, have hereunto set
their hands and seals in take of the conveyance, delivery, and acceptance of
property, assets, or other things of value, and the obligations and duties as
herein assumed as Directors of said Company and assent to all stipulations
herein as imposed and expressed.
/s/ Xxxxxx Xxxxxxx
------------------(SEAL)
Xxxxxx Xxxxxxx, Creator
/s/Xxxxxx Xxxxxxx -----------------(SEAL)
Xxxxxx X. Xxxxxxx, Xx., Director of the Abuello Company, which is the Director
of The Rainbow Group and The Senior Group, Investors
Director of The R&S Group
Dated November 5, 1995
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President of healthg Care Centers of America, Inc., Director
Witness/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
State of Illinois
County of DuPage
Before me, the undersigned authority, on this day personally appeared the above
named Xxxxxxx Xxxxxxx known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he/she executed the same
for purposes and consideration therein stated.
Given under my hand and seal this 7th dayof November 1995
My commission expires-/ /19
NOTARY PUBLIC /s/ Xxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
SEAL:
OFFICIAL SEAL
XXX X XXXXXXXX
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES:09/28/98
NOTARY
Amendment to the Contract Creating
The R&S Group
I, Xxxxxx Xxxxxxx, Creator of a certain Contract executed on November 5,1995, in
order to clarify the intent of the Creator in making said Contract DO HEREBY
AMEND SAID DECLARATION TO INCLUDE THE FOLLOWING:
The contract creating The R&S Group is expressly IRREVOCABLE, and may not be
altered or amended in any respect unless specif>cally authorized by the Contract
instrument, and may not be terminated except thro distributions permitted the
Contract instrument.
/s/Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, Creator
State of Illinois
County of Dupage
Before me, the undersigned authority, on this day personally appeared the above
named, Xxxxxx Xxxxxxx known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same for
purposes and consideration therein stated.
Given under my hand and seal this 5th day of November, 1995
My commission expires_____________________
NOTARY PUBLIC /s/Xxx X. Xxxxxxxx
-------------------
Xxx Xxxxxxxx
SEAL
OFFICIAL SEAL
XXX X XXXXXXXX
NOTARY PUBLIC. STATE OF ILLINOIS
MY COMMISSION EXPIRES:09/28/98
The R&S Group
Minutes of First Meeting
November 5, 1995
At this, the FIRST MEETING of the BOARD OF Directors of The R&S Group,
held at the office of the Company at Oakbrook Terrace, State of Illinois. All
Directors being present, by unanimous accord the following was affirmed and
ratified, viz:
1. That, pursuant to the request and declaration of Xxxxxx Xxxxxxx, on this
date, a Contract Creating This Entity creating The R&S Group, (A Common Law
Business Organization) was duly executed, acknowledging Xxxxxxx Xxxxxxx,
President of Health Care Centers of America, Inc., it's Director, and the above
named person by their signature evidenced the acceptance of the duties,
obligations and faithful performance of said Company.
2. That pursuant to the Creators request, the Director shall, at the earliest
possible date, cause the Contract Creating This Entity to be duly recorded with
the recorder, DuPage County, City of Oakbrook Terrace, State of Illinois, if the
Directors, in their sole discretion, deem it necessary to do so.
3. That pursuant to the tax laws governing Common Law Business Organizations,
the Directors herein shall C', immediately apply for The R&S Group's EMPLOYER
IDENTIFICATION NUMBER using the FORM SS-4 and following the instructions.
4. Xxxxxx Xxxxxxx CREATED THIS Common Law Business Organization FOR the purpose
of offering the Certificates of Beneficial Interest to the Investors in
consideration of the investors conveying all of their rights, title and interest
in real and personal properties herein conveyed.
B. Due to National and International economic conditions with attendant
accelerated inflationary trends, the preservation of the Investors's assets to
maintain the Investor's security could best be provided by The R&S Group holding
the Investors's assets.
C. To clearly DEMONSTRATE and IMPLEMENT in a practical and meaningful way for
the benefit of the Investors, the following BUSINESS PURPOSES, including but not
limited to: o the protection of property and assets o insulation of personal or
business liability o simplified distribution of property and assets o to
increase profit structure o to become more competitive in the market place o to
obtain more privacy in buying and selling properties or businesses, and o to
raise capital resources.
5. That, on this date, Rainbow Group and Senior Group accepted the offer of
Xxxxxx Xxxxxxx, to convey certain real and personal properties of Rainbow Group
and Senior Group, listed on the Schedule A attched hereto, in accordance with
applicable law and the Contract, for and in exchange for One Hundred (100) Units
of Beneficial Interest being ALL of the Beneficial Interest of The R8S Group;
6. That, predicated on the legal and actual conveyance of the herein before
listed properties. Minute 5, Xxxxxxx Xxxxxxx, President of Health Care Centers
of America, Inc., the Director of The R&S Group hereby accept the Investors's
real and personal properties to invest in this Common Law Business Organization
on this date. Furthermore, in consideration of the acceptance of the herein
before stated OFFER, the Director of The R&S Group will issue fifty units 150)
of the Beneficial Interest of The R&S Group, being fifty percent (50%) of the
Units, to Rainbow Group at the same time and on the same date that the legal and
actual conveyance is officially made. And the Director of The R&S Group hereby
attest that the aforementioned conveyance of Rainbow Group's properties, Minute
5, will be a fair exchange for value received and as such will be tax free as an
equal exchange. Said conveyances will NOT be consummated by gift so that these
properties will have been conveyed for a consideration of money and/or moneys
worth prior to death, and cannot, therefore in any way be construed as having
been transferred in CONTEMPLATION OF DEATH. When these conveyances have been
consummated, Rainbow Group will have divested its ownership, right, titre, and
interest in FEE SIMPLE to the above named properties and will hold ONLY A
CERTIFICATE OF BENEFICIAL INTEREST in the income of The R&S Group that the
Director may resolve to distribute at such time as it may be beneficial for The
R&S Group to distribute in the Director's complete discretion.
Furthermore, in consideration of the acceptance of the herein before stated
OFFER, the Director of The R&S Group will issue fifty units (50) of the
Beneficial Interest of The R8S Group, being fifty percent (50(degree)x) of the
Units, to Senior Group at the same time and on the same date that the legal and
actual conveyance is officially made. And the Director of The R&S Group hereby
attest that the aforementioned conveyance of Senior Group's properties, Minute
5, will be a fair exchange for value received and as such will be tax free as an
equal exchange. Said conveyances will NOT be consummated by gift so that these
properties will have been conveyed for a consideration of money and/or moneys
worth prior to death, and cannot, therefore in any way be construed as having
been transferred in CONTEMPLATION OF DEATH. When these conveyances have been
consummated, Senior Group will have divested its ownership, right, title, and
interest in FEE SIMPLE to the above named properties and will hold ONLY A
CERTIFICATE OF BENEFICIAL INTEREST in the income of The R&S Group that the
Director may resolve to distribute at such time as it may be beneficial for The
R&S Group to distribute in the Director's complete discretion.
The execution of The R&S Group, assures by the CONTRACT under which it is
established, the properties (Minute 5) are not subject to Probate.
7. That, the Directors may hold and conduct meetings at such times and at such
places as best suit their convenience and will serve the best interest of The
R&S Group.
8. That, at such meetings where ALL official business will be conducted, a
MAJORITY of the Directors shall be present and participating in the meeting.
9. That, affirmative actions shall require the approval of the MAJORITY of the
Board of Directors.
10. That, Directors objecting to ANY Minute for ANY reason should also sign, but
after their names write in the word, "Dissent" and the Minute number.
11. That, ALL primary directional Minutes shall be approved as evidenced by the
signature of a MAJORITY of the Board of Directors.
12. That, the Annual Meeting of the Board of Director; will be held on fifteenth
(15th) day of January and on the same day of each succeeding year, at a time and
at such location as may be most convenient for a MAJORITY of the Board of
Directors.
13. That, the fiscal year of The R&S Group will be the calendar year, and that
if it ever becomes necessary it the best interest of The R&S Group, a MAJORITY
of the Board of Directors may change the fiscal year.
14. That, ANY and ALL inquiries of whatsoever nature from whatever source that
MAY BE directed to ANY of the Directors, either individually or collectively, BE
committed to writing by the INQUIRER and submitted to the Board of Directors for
processing at the next scheduled meeting of the Board of Directors.
15. That, The R&S Group, being a PRIVATE ORGANIZATION created by CONTRACT,
places such private and fiduciary responsibilities on its Directors and/or
agents that any Company duties, tasks, or functions assigned by the Directors to
Directors and/or agents in the service of The R&S Group CAN IN NO WAY be
construed as the practice of law.
16. That, ALL Minutes of The R&S Group are inviolable. That is to say, that The
R&S Group's minutes are to remain ABSOLUTELY PRIVATE and they are NOT to be
loaned, borrowed, read, or disclosed by ANYONE. Moreover, ALL MINUTES are beyond
the purview of ANY person, other than the Directors.
17. The Directors for the Company have all the power necessary to carry out
their duties and their books and records are NOT subject to review or subpoena
Duces Te Cum.
In accordance with the Minutes and, there being no further business to come
before the meeting, on motion duly made and seconded and ca ' , the meeting
adjourned.
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx,President of Health Care Centers of America, Inc., Director
The Rainbow Group
(a common law business organization)
Minutes of Meeting
Held on November 10, 1995
At a MEETING of the Board of Director of The Rainbow Group, held at its
offfices, and a majority of Directors being present, by unanimous accord the
following was affirmed and ratified, viz:
___. That, on this date. THE DIRECTOR OF The Rainbow Group offered its assets
to The R&S Group (a common law business organization) for and in exchange
for fifty (50) Units of Beneficial Interest being fifty percent (50%) of
the Beneficial Interest of The R&S Group.
___. That, also on this date the Director of The R8S Group accepted the offer
of The Rainbow Group. Further, the Director of The Rainbow Group hereby
attests that the aforementioned conveyance of The Rainbow Group
properties, will be a fair exchange. When these conveyances have been
consummated The Rainbow Group will have divested itself of ownership,
right, title, and interest in FEE SIMPLE to its properties and will hold
ONLY A CERTIFICATE OF BENEFICIAL INTEREST in the income of Th R8S Group
that the Oiredors may resolve to distribute at such time as it may be
beneficial for The R&S Group to distribute in their absolute discretion.
___. That, also on this date the Director of The Rainbow Group transfered its
properties to The R&S Group in exchange for fifty (50) Units of
Beneficial Interest being fifty percent (SO%) of the Beneficial Interest
of The R&S Group. Said transfer was accomplished by Xxxx of Sale, and the
transfers will be formally completed in a timely manner.
In accordance with the Minutes and, there being no further business to come
before the meeting, on motion duly made, seconded and carried, the meeting
adjourned.
/s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx, Xx., Director of The Abuello Company, Ltd., incorporated
under the International Companies Act, 1990 (No 9 of 1990) Wection 14(3), in the
country of Belize, Central America
COPY
Ths Senior Group
(a common law business
organization)
Minutes of Meeting
Held on November 10, 1995
At a MEETING of the Board of Directors of The Senior Group, held at its offices,
and a majority of Directors being present, by unanimous accord the following was
affirmed and ratified, viz:
___. That, on this date, THE DIRECTOR OF The Senior Group offered its assets
to The RIBS Group (a common law business organization) for and in
exchange for fifty (50) Units of Beneficial Interest being fifty percent
(50%) of the Beneficial Interest of The R&S Group.
___. That, also on this date the Director of The R&S Group accepted the offer
of The Senior Group. Further, the Director of The Senior Group hereby
attests that the aforementioned conveyance of The Senior Group
properties, will be a fair exchange. When these conveyances have been
consummated The Senior Group will have divested itself of ownership,
right, title, and interest in FEE SIMPLE to its properties and null hold
ONLY A CERTIFICATE OF BENEFICIAL INTEREST in the income of The R8S Group
that the Directors may resolve to distribute at such time as it may be
beneficial for The R&S Group to distribute in their absolute discretion.
___. That, also on this date the Director of The Senior Group transfered its
properties to The R&S Group in exchange for fifty (50) Units of
Beneficial Interest being fifty percent (50%) of the Beneficial Interest
of The R&S Group. Said transfer was accomplished by Xxxx of State, and
the transfers will be formally completed in a timely manner.
In accordance with the Minutes and, there being no further business to come
before the meeting, on motion duly made, seconded and carried, the meeting
adjourned.
/s/Xxxxxx X. Xxxxxxx 11-10-98
-----------------------------
Xxxxxx X. Xxxxxxx, Xx., Director of The Abuello Company, Ltd., incorporated
under the International Companies Xxx 0000 (No. 9 of 1990), Section 14(3), in
the country of Belize, Central America
COPY
THE R&S GROUP
(A Common Law Business Organization)
Certificate No. One Units of Beneficial Interest: Fifty (50)
THE COMMON LAW BUSINESS ORGANIZATION CONTRACT dated November 5,1995 creates The
R&S Group owner of The Company Assets, being held by appointed Directors holding
Assets in Fee Simple, managing The Company and Assets thereof as designated in
said contract, who as such Directors, are therein authorized to issue One
Hundred uniform (like) Units evidenced by their Certificates of Beneficial
Interest.
THEREFORE, they, as Directors, do hereby certify that Rainbow Group of Oakbrook
Terrace, Illinois is the owner of 50 Units of Beneficial Interest, said Units
being non-assessable and non-taxable as described in the Articles of the
contract which exempt both Directors and Beneficiaries from personal liability
for debts or obligations, contractual or tortious, beyond The Company assets.
This Certificate conveys no legal or equitable interest of any kind in The
Company assets, management or control thereof.
Benefits hereby conveyed consist solely of the distributions of income from the
earnings of the assets as distributed by the action of The Directors and nothing
more. The Units of Beneficial Interest, as represented by This Certificate, are
transferable in accordance with the contract on file in the office of the
Secretary of The Board of Directors. Moreover, upon the death, insolvency, or
dissolution of the holder hereof, this Certificate (and all rights hereunder)
shall be absolutely NULL AND VOID. However, all or part of the Units hereby
represented may be transferred before death, insolvency, or dissolution of the
holder, but only upon the prior approval of the Directors, and in accordance
with the provisions of the Contract Creating This Entity on file in the office
of the Directors.
This Certificate evidences consideration of love and affection, the receipt of
money and other property or thing of value, whether tangible or intangible, sold
or conveyed to Said Company under the conditions and for the purposes set forth
in the agreement and Contract which confers no rights, powers, privileges or
interest not specified in Said Contract.
IN WITNESS WHEREOF The Director has signed this equity interest certificate as
authorized this November 10,1995.
/s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx ,Director
Endorsement For Transfer
I, Xxxxxx X. Xxxxxxx, Xx., Director of The Abuelio Company, which is the
Director of Rainbow Group hereby give, grant, endow, assign, transfer unto The
R&S G p These Units of Beneficial Interest represented by this certificate No.
One as recorded by the Secretary of The R&S Group.
Dated 11-5~5 Signed:/s/Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
In the presence of: /s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
THE R&S GROUP
(A Common Law Business Organization)
Certificate No. Two Units of Beneficial Interest: fifty (50)
THE COMMON LAW BUSINESS ORGANIZATION CONTRACT dated November 5,1995 creates The
R&S Group owner of The Company Assets, being held by appointed Directors holding
Assets in Fee Simple, managing The Company and Assets thereof as designated in
said contract, who as such Directors, are therein authorized to issue One
Hundred uniform (like) Units evidenced by their Certificates of Beneficial
Interest.
THEREFORE, they, as Directors, do hereby certify that Senior Group of Oakbrook
Terrace, Illinois is the owner of 50 Units of Beneficial Interest, said Units
being non-assessable and non-taxable as described in the Articles of the
contract which exempt both Directors and Beneficiaries from personal liability
for debts or obligations, contractual or tortious, beyond The Company assets.
This Certificate conveys no legal or equitable interest of any kind in The
Company assets, management or control thereof.
Benefits hereby conveyed consist solely of the distributions of income from the
earnings of the assets as distributed by the action of The Directors and nothing
more. The Units of Beneficial Interest, as represented by This Certificate, are
transferable in accordance with the contract on file in the office of the
Secretary of The Board of Directors. Moreover, upon the death, insolvency, or
dissolution of the holder hereof, this Certificate (and all rights hereunder)
shall be absolutely NULL AND VOID. However, all or part of the Units hereby
represented may be transferred before death, insolvency, or dissolution of the
holder, but only upon the prior approval of the Directors, and in accordance
with the provisions of the Contract Creating This Entity on file in the office
of the Directors.
This Certificate evidences consideration of love and affection, the receipt of
money and other property or thing of value, whether tangible or intangible, sold
or conveyed to Said Company under the conditions and for the purposes set forth
in the agreement and Contract which confers no rights, powers, privileges or
interest not specified in Said Contract
IN WITNESS WHEREOF The Director has signed this equity interest certificate as
authorized this November 10,1995.
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, Director
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Endorsement For Transfer
I, Xxxxxx X. Xxxxxxx, Xx., Director of The Abuello Company, which is the
Director of Senior Group hereby give, grant, endow, assign, transfer unto The
R&S Group These Units of Beneficial Interest represented by this certificate No.
Two as recorded by the Secretary of The R&S Group.
Dated 11-5-95 Signed /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
In the presence of: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
THE R&S GROUP
(A Common Law Business Organization)
Certificate No. Three Units of Beneficial Interest One Hundred (100)
THE COMMON LAW BUSINESS ORGANIZATION CONTRACT dated November 5,1995 creates The
R&S Group owner of The Company Assets, being held by appointed Directors holding
Assets in Fee Simple, managing The Company and Assets thereof as designated in
said contract, who as such Directors, are therein authorized to issue One
Hundred uniform (like) Units evidenced by their Certificates of Beneficial
Interest.
THEREFORE, they, as Directors, do hereby certify that Health Care Centers of
Amexica, Inc. is the owner of 100 Units of Beneficial Interest, said Units being
non-assessable and non-taxable as described in the Articles of the contract
which exempt both Directors and Beneficiaries from personal liability for debts
or obligations, contractual or torlious, beyond The Company assets. This
Certificate conveys no legal or equitable interest of any kind in The Company
assets, management or control thereof.
Benefits hereby conveyed consist solely of the distributions of income from the
earnings of the assets as distributed by the action of The Directors and nothing
more. The Units of Beneficial Interest, as represented by This Certificate, are
transferable in accordance with the contract on file in the office of the
Secretary of The Board of Directors. Moreover, upon the death, insolvency, or
dissolution of the holder hereof, this Certificate (and all rights hereunder)
shall be absolutely NULL AND VOID. However, all or part of the Units hereby
represented may be transferred before death, insolvency, or dissolution of the
holder, but only upon the prior approval of the Directors, and in accordance
with the provisions of the Contract Creating This Entity on file in the office
of the Directors.
This Certificate evidences consideration of love and affection, the receipt of
money and other property or thing of value, whether tangible or intangible, sold
or conveyed to Said Company under the conditions and for the purposes set forth
in the agreement and Contract which confers no rights, powers, privileges or
interest not specified in Said Contract.
IN WITNESS WHERE OF The Directors have signed this equity interest certificate
as authorized this 15th day of November, 1995
/s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Director
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Endorsement For Transfer
I,________________________________________ hereby give, grant, endow, assign,
transfer unto ______________________________These Units of Beneficial Interest
represented by this certificate No._________________________as recorded by the
Secretary of ____________________________________________________________. Dated
the_______ day of __________________________,19___________.
Signed:___________________ In the presence
of:____________________________________ ________________________________
