In the matter of the Appeal of MLY liquidation Corporation docket No. 1386-86-DT
Corporate Income Tax
Income from Section 337 liquidation allowable to Kansas as non-business income.
BEFORE THE BOARD OF TAX APPEALS OF THE STATE OF KANSAS
IN THE MATTER OF THE APPEAL OF
MLY LIQUIDATING CORPORATION FROM
A NOTICE OF ASSESSMENT OF ADDITIONAL
INCOME TAX DATED FEBRUARY 7, 1983,
PURSUANT TO KSA 74-2438
Docket No. 1386-86-DT
Now, on this 1st say of April 1987, the above captioned matter comes on for consideration and decision by the Board of Tax Appeals of the State of Kansas.
The Board conducted a hearing in this matter on September 30, 1096. The parties thereafter filed Findings of Fact, Conclusions of Law, Memorandum Briefs and the Board, having heard the evidence presented, having reviewed the submissions of the parties and being fully advised in the premises, makes the following findings of fact, conclusions of law and orders:
1. On February 20, 1986, the Director of Taxation issued an Order affirming the assessment of a tax made by the Department of Revenue on February 7, 1983 which assessed additional tax to MLY Liquidating Corporation in the principal amount of $4,912,828.00 with interest in the amount of $1,326,440.00. MLY Liquidating Corporation properly perfected an appeal to the Board of Tax Appeals pursuant to KSA 74-2438. The Board has jurisdiction of this matter.
2. The facts concerning which transaction which gave rise to the assessment of additional tax were generally undisputed at the hearing. The Marley Company was a Delaware Corporation with its headquarters in the state of Kansas. The general lines of business of the Marley Company were related to the fields of water cooling, pumps, water treatment, water well drilling, heat conversion and the like. Prior to 1975 Marley conducted business both inside and outside of Kansas. The various
aspects of the company. Also prior to 1975 Marley owned four subsidiary corporations and managed their operation.
In 1795 the Marley Company was reorganized and restructured. The various operating and manufacturing divisions of the Marley Company were formed into separate and numerous subsidiary corporations whose stock was solely held by the Marley Company as the parent. Each subsidiary corporation constituted a separate acquisition or business although generally all of the subsidiaries were in the related fields which Marley Company operated prior to the restructuring. The purpose of the restructuring was to allow the Marley Company to better use its management abilities and to allow a better evaluation of the various lines of business which it managed. The management functions of the parent were integrated into the subsidiary corporations including accounting, personnel, finance, decision making, budgeting, and purchasing. The officers and directors of the subsidiary corporations were officers and directors of Marley Company. There was a close supervision and interlocking of the parent and subsidiaries which created a single unitary set of business operations.
In the course of its operations after `1975 the Marley company frequently bought and sold various subsidiary corporations. For example, in 1975 the Marley Company owned six operating subsidiary corporations, but by 1981 it owned 54 subsidiary corporations (some of which were not operating at that time).
The revenues of the Marley Company were entirely generated by the operations of its subsidiaries. As a bookkeeping matter, the funds of the subsidiaries were daily transferred into the Marley Company's central bank account. There is no dispute that the operations of the Marley Company in managing its subsidiary corporations was unitary business operations.
The record is clear that the Marley company was directly and integrally in control of its operating subsidiaries during the audit period. The revenues of these operating subsidiaries was reported as business income of the Marley Company and consolidated returns were filed.
3. The Marley Company was publicly held and traded corporation until May, 1981. At that time the company went through a series of transactions which is commonly refereed to as "going private." The technicalities of this plan are more fully described by the exhibits and testimony given at he hearing but in general consisted of the following.
(A) Pursuant to the Internal Revenue Code, Section 337, the Board of Directors of the Marley Company adopted a plan of complete liquidation and dissolution. (B) Pursuant to the plan a conditional asset purchase agreement dated March 17, 1981 was entered into between the Marley Company adopted the plan of liquidation. (D) On May 28, 1981 the Marley Company changed its name to MLY Liquidation Corporation and pursuant to the conditional asset purchase agreement sold substantially all of its assets to MC Acquisition corporation, which consisted primarily of the Marley company wholly-owned subsidiaries. (E) Following the sale, MC Acquisition Company changed its name to the Marley Company. This "new" Marley Company was owned by a handful of Life Insurance Company's Investors, and former employees of the Marley Company. (F) After the sale was completed, and pursuant to the plan of liquidation, the money received from the sale was distributed to the shareholders of MLY Liquidating Corporation in complete liquidation of the company and in exchange for the preferred. (G) After the money had been distributed to the shareholder, MLY Liquidating Corporation ceased to exist.
The business operations which were formerly carried on by the old Marley Company were continued virtually unaltered except by ownership under the new Marley Company which was privately held. The income which was derived by MLY Liquidating Corporation from the sale of its assets to MC Acquisition Corporation in the sum of %77,460,057.00 was reported as business income by the Marley Company. The Department of Revenue rejected the classification of this income as business income, and reclassified the income as nonbusiness income. Based on the reclassification, the Department issued an additional tax assessment to the Marley Company in the amount of $4,915,192.00.
4. The primary issue before the Board is whether the income was derived by MLY Liquidating Corporation upon sale of all of its assets pursuant to its plan of all of its assets pursuant to its plan of liquidation to MC Acquisition Corporation constitutes business income or nonbusiness income. Two sub-issues are raised by the taxpayer. First, the taxpayer asserts that the Department is estopped to assert a position contrary to its regulations, and second, the taxpayer asserts that if the income from the sale is characterized as nonbusiness income an unconstitutional double taxation will exists.
5. The definition of business income is found at KSA 79-3271(a) of the uniform Division of Income for Tax Purposes Act and Article IV, paragraph (1) (a) of the Interstate Tax Compacts found at KSA 79-4301
Both of those definitions are identical in their language and state:
(a): "Business income" means income arising from transactions and activity in the regular course of taxpayer's trade or business and includes income from tangible and intangible property if the acquisition, management and disposition of the property constitute integral parts of taxpayer's regular trade or business operations."
All other income is nonbusiness income. If the income in dispute is nonbusiness income then it is allocable to the state of Kansas which is the state of the taxpayers commercial domicile. If the income is business income it is allocable to various states under the formula set forth in the Interstate Tax Compacts (Multistate Tax Compact). The Department of Revenue contends that the income is nonbusiness income and therefore allocable entirely to the state of Kansas pursuant to the Uniform Division of Income for Tax Purposes Act. The taxpayer contends that the income is business income and allocable to the various states pursuant to the formula set forth in the Interstate Tax Compacts. Neither the taxpayer nor the department addressed the relationship of the Uniform Division of Income for Tax Purpose Act and the Interstate Tax Compacts. The taxpayer tended to focus almost exclusively on the Department's regulation found at KAR 92-12-73 (b) which provides:
"Gain or loss from the sales, exchange or other disposition of real or tangible or intangible personal property constitutes business income if the property while owned by the taxpayer was used in the taxpayer's trade or business. However, if such property was utilized for the production of nonbusiness income or otherwise was removed from the property factor before its sale, exchange or other disposition, the gain or loss will constitute nonbusiness income."
The Uniform Division of Income for Tax Purposes Act and the Interstate Tax Compact both have as one of their purposes coordinating the allocation and apportionment of income of taxpayers between states for income and franchise tax purposes. Article I of the Multistate Tax Compact states that its purposes are to :
(1) "facilitate proper determination of state and local tax liability to multi-state taxpayers, including the equitable apportionment of tax basis and settlement of apportionment disputes."
(2) "promote uniformity or compatibility in significant components of taxing systems
(3) "facilitate taxpayer convenience and compliance in the filing of tax returns and in other phases of tax administration."
(4) "avoid duplicative taxation."
The Uniform Division of Income for Tax Purposes Act, KSA 79-3271
became law in 1963 and applied to tax years after 1962. The Interstate Tax Compacts or the Multistate Tax Compact became law in 1967. Both were in effect during the audit period at issue. Initially, the Board determines that the definition of business income in both acts should have the same meaning. If income is business income under the Multistate Tax Compact then it is business income under the Uniform Division of Income for Tax Purposes Act.
6. The Secretary of Revenue is granted authority by the Legislature to adopt rules and regulations not inconsistent with the provisions of the Income Tax Act pursuant to KSA 79-3236. In 1979 a number or regulations were adopted relating to the apportionment and allocation of income between the states. See KAR 92-12-71 through 92-12-104. This case is curious in that the taxpayer comes before the Board basing its case primarily on the Department of Revenue, for the most part, avoids reliance upon its regulations and points instead to the statutes. The Department has taken the position that if its own regulations means what the taxpayer says it means then it is void, and the Board should ignore it and look only to the interpretation of the statutes as given by the Kansas Supreme Court and courts of other jurisdictions. The taxpayer asserts that the Department cannot take a contrary position to its regulations.
7. What is the force and effect of the Department of Revenue regulations and how do they define the income which is at issue? The Supreme Court of Kansas addressed the issue of the authority granted to the Secretary of Revenue in promulgating regulation in the case
Grauer v. Director of Revenue
, 193 Kan. 605, 396 P.2d 260, (1964). In that case the issue was whether sales tax applied to the charges for bowling. The statutory provision provided for a sales tax on gross receipts from the sale of admissions. The Director of Revenue has promulgated a regulation which would have imposed sales tax on charges made for participation in bowling. The taxpayer asserted in that case that the regulation could not impose a tax it the statute did not. The Director of Revenue contended that since the regulation which it promulgated was made under Legislative authority and has been approved by the Board of Tax Appeals and filed with the Reviser of Statutes it has become the law of the State because it had not been shown to have been disapproved by the Legislature. The Court's answer to this issue was "that water cannot rise above its source."
, page 608. The Court went on the say:
"For a regulation to have the force and effect of law, as provided by the provisions of 77-410, supra., the regulation promulgated must be within the authority confirmed by law. This simply means that if the statute pursuant to which the regulation is drafted does not authorize the tax, the Director of Revenue is without authority to promulgate a regulation imposing a tax which goes beyond the authority of the statute imposing the tax."
Kansas Commission on Civil Rights v. City of Topeka Street Department,
212 Kan. 398, 11 P. 2de 153 (1973, the Court again stet out he authority of regulations saying at page 401:
". . . the regulation adopted by the administrative agency must lie within its competence to make; an administrative regulation may not contravene or nullify a controlling statutory enactment."
The court quoted for
Kettell v. Johnson and Johnson
, 337 F Supp. 892:
"Where administrative regulations go beyond go beyond any legitimate interpretation of a statute they must fall so that the Congressional intent may be vindicated. Neither the Courts nor administrative agencies are free to substitute their own standards-even though they deemed them superior-for the standard imposed by the legislative act . . . Page 895."
State, ex rel v. Columbia Pictures Corporation
, 197 Kan. 448, 454, 417 P2d, the Court said:
". . . the power to adopt rules and regulations is administrative in nature, not legislative, and to be valid, must be within the authority conferred. An administrative rule and regulations which goes beyond that which the Legislative has authorized, which is out of harmony with or violates the statute, or which is out of harmony with or violates the statute, or which alters, extends, limits or attempts to breathe life into the source of its legislative power, is said to be void. . . "
The court found that the regulation should be construed in harmony with the stature, so that it, as well as the statute, could be given affect if possible. Kansas Commission on Civil Rights v. City of Topeka Street Department, Supra., at page 402.
The court in another case stated the well known rule of law that:
"While an administrative regulation may have the force of law, it always subservient to the statute."
Halford v. City of Topeka,
234 Kan . 934, 939, 677, P.2d 975 (1984).
8. The Board therefore believes that it must attempt to give a meaning to the regulation but only to the extent that it can harmonize the regulation with the statute to which it is subservient. The taxpayer directs the Board to the language of KAR 92-12-73(b) which, if read alone, appears to focus on the use of the property sold while it was owned by the taxpayer. The taxpayer contends that since it is undisputed that its subsidiary corporations whose stock was sold in the liquidation transaction were used by the taxpayer in its trade or business that the relation mandates the designation of the gain as business income. Before the Board can interrupt the regulation to have such a meaning, and examination of the statuary scheme to which the regulation applies should be made. The statutes at issue, KSA 79-3271
. and KSA 79-4301
both have as one of their purposes the uniformity of interpretation and compatibility of the various states income tax laws. It is in recognition of the fact that each state may have an interest in taxing as much income of a multi-state corporation as possible that the Uniform Act and Interstate Tax Compacts were developed. For this reason it is important that the various states maintain some uniformity of interpretation of these statutes. It would do little good to have identical or nearly identical language in the various states but have opposing interpretations of that same language so that the object of avoiding conflict between the states is diminished.
9. The leading case in Kansas for interpretations of the Uniform Division of Income for Tax Purposes Act is Western Natural Gas Company v. MacDonald, 292 Kan. 98, 446 P.2d 781 (1968.) That case was decided in 1968 after the adoption the Interstate Tax Compacts but arose before its adoption and was therefore determined under the Uniform Act. Western Natural Gas Company did business in Kansas and fourteen other states as an integrated oil company. Its principal office was located in Houston, Texas. It was engaged in the exploration for, production, transportation, refining and marketing of petroleum products. Over the years it has acquired a substantial acreage of oil and gas leases in Kansas. The leases were for exploration and production and not for resale. No sale of lease or acreage occurred from 1947, the time Western began operation in Kansas, to 1963 the date Western liquidated by selling all of its assets including its Kansas oil and gas leases. Western contended that its gain form the sale of the Kansas oil and gas leases was nonbusiness income and therefore all tax on the gain should be payable in Texas, its commercial domicile. The Kansas Director of Taxation determined that the income from the sale of the leases was business income and therefore a portion of the gain on the liquidation sale was allocable to Kansas. The Supreme Court of Kansas determined that the income was nonbusiness income on the liquidation sale and therefore Kansas was not entitled to an allocation of the income. The Department of Revenue in that case had argued that "it was the use to the property in the business of the taxpayer property in the business of the taxpayer which is the determining factor under the statute." The Supreme Court, directly answering that point stated that:
. . . " it is not the use of the property in the business which is the determining factor under the statute. The controlling factor by which the statute identifies business income is the nature of the particular transaction giving rise to the income. To be business income the transaction and activity must have been in the regular course of the taxpayer's business operations."
Western Natural Gas
, page 101.
The Court analogized the complete liquidation transaction of Western Natural Gas to the sale of the entire stock of oil on hand as opposed the sales in the ordinary course of trade or business as the term is used in the Kansas Bulk Sales Law,
Oil Company v. Consolidated Companies,
110 Kan. 245, (1922).
The court further pointed out that the complete liquidation of assets by the corporation when measured against former practices was not in the regular course of taxpayers business.. this case is different from the case at hand in that Western Natural Gas has not previously sold oil and gas leases while the taxpayer here had engaged in numerous sales and purchases of subsidiary corporations or businesses. However, the Court did point out in Western Natural Gas that the liquidation transaction contemplated cessation rather than operation of the business, a fact which is present in this case. The intent of all of the previous acquisition or disposition by Marley Company was in one sense the same as the intent of all of the subject transaction, that is, to make money for the shareholders. However, the purpose of the previous acquisitions and dispositions was in furtherance of the operation of ht business of the Marley Company, while the purpose of the sale of all of the assets of the company in the Section 337 liquidation was to accomplish a cessation of business. Such a transaction can, by definition, occur only once. The taxpayer asserts that this was not a true liquidation transaction since the business carried on by the old Marley Company is carried on virtually unaltered by the new Marley. The Board cannot agree. While the business is the same, ownership is greatly changed. Only a small fraction of the ownership is the same. The Marley Company liquidated in the Section 337 plan and is no more.
10. In looking at the interpretation of these same statutes in other jurisdictions the Board finds that Courts have generally focused on two tests to determine whether the income is business or nonbusiness income. Both tests arise from the language of the Uniform Act and the Interstate Tax Compact. The transactional test is stated in the first clause of the statute:
" 'Business income' means income arising from transactions and activity in the regular course of taxpayer's trade or business. "
The functional test arises from the second clause of the statute which says:
" 'Business income' . . . includes income from tangible and intangible property if the acquisition, management, and disposition of the property constitute integral parts of the taxpayer's regular trade of business operations."
The case of
General Care Corporation v. Olsen
, 705 S. W. 2d 642 (1986) deals with these tests in liquidation siting. The Tennessee Supreme court found that in a Section 337 liquidation the income was nonbusiness income. There the Court focused on the fact that "the disposition, as well as the acquisition and management of the property, must be an integral part of the taxpayer's trade or business operations in order to produce 'business earnings'. . . " The Department, in the instant case, asserts that the disposition of the property in s Section 337 liquidation sale is not an integral part of the regular business since the purpose is to cease business.
Applying the transactional test the Board concludes that the sales by the taxpayer of all of its assets pursuant to plan of liquidation is not in the regular course of the taxpayer's trade or business.
11. The taxpayer relies most heavily on the he functional test. The taxpayer directs the Board to a number of cases arising in California interrupting the functional test. California has a regulation similar to that of Kansas which appears to place great weight on the use of the property in the taxpayer's trade or business. See Appeal of Bordon, Inc., Cal State Tax Rpts. para. 205-216 (Cal. Bd. Of Equal. 1977
), Timer Mirror Co. v. The Franchise Tax Board,
102 Cal App. 3d 872, 162 Cal. Rptr. 603 (Cal. Ct. App. 1980) Each of those cases dealt with the disposition of certain assets by a corporation. The court made it clear that it did not matter whether the transaction was extraordinary or not but whether the property sold was used in the taxpayer's business.
The Board sees no conflict between the interpretation made by the California Courts and the interpretation made by the Kansas Supreme Court in Western Natural Gas. The Courts are recognizing that in the course of a regular trade or business it is necessary to acquire, use and dispose of various properties. This may happen on a regular or irregular basis. The fact that an acquisition disposition or property may occur on an irregular basis does not exclude it from being a transaction in the regular course of the taxpayer's trade or business. If may be that the transactions just do not occur with any frequency in some businesses. What is required is that the acquisition, management, and disposition of the property be an integral part of the taxpayer's regular trade of business operations. It may well be that a corporate or individual taxpayer, in addition to maintaining a trade or business, could involve itself in other non-trade or business activities such as investing, buying and selling property and the like. These transactions, no matter how regular, may or may not bed part of the regular course of the taxpayer's trade or business the therefore could be nonbusiness income.
12. Looking now at the Department of Revenue regulations interrupting the Multistate Tax Compact and Uniform Tax Act, the Board notes that while KAR 92-12-73(b) addresses the gain or loss from the sale exchange or other disposition of real or tangible or intangible personal property, it is not the business/nonbusiness income issue. KAR 920-12-71 defines business income as "all income which arises from the conduct of trade or business operation of a taxpayer. . . " The second paragraph that regulation states:
"Income of any type or class, and from any source is business income if it arises from transactions and activity occurring in the regular course of a trade or business. Accordingly, the critical elements in determining whether income is 'business income' or 'nonbusiness income' is the identification of the transactions and activity which are the elements of a particular trade or business. In general all transactions and activities of the taxpayer which are dependent upon or contribute to the operations of the taxpayer's economic enterprise as a sole, constitute the taxpayers trade or business and will be transactions and activity arising in the regular course of , and will constitute integral parts of, a trade or business."
13. Interpreting these regulations consistent with the statutes the board finds that the regulations taken as a would do not enlarge the character of business income beyond that found in the case interpretations of Kansas and the other states. Having reviewed the statutory and regulatory frame work pertinent to the determination of the characterization of the income at issue, and having reviewed the judicial interpretation of the statutes by both the Kansas Court and the Courts of other jurisdiction and being mindful of the purpose of the Uniform Division of Income for Tax Purposes Act and the Interstate Tax Compact, the Board concludes and determines that the income which was received by the taxpayer from the sale of its assets pursuant to the plan of liquidation under Section 337 of the Internal Revenue Code id nonbusiness income. Having determined that the income is nonbusiness income, it is undisputed that all of the income is taxable in the state of Kansas, the commercial domicile of the taxpayer, and the order of the Director of Taxation should be affirmed.
14. The final issue raised by the taxpayer in this matter is whether the taxation of all the income as nonbusiness income in the state of Kansas creates an unconstitutional double taxation if that income is also taxed partially in other states. The taxpayer presented evidence in the form of a Montana corporation licensed tax return covering the period beginning November 1, 1980 and ending August 14, 1981 purporting to show that part of the income now claimed taxable by the state of Kansas was also taxed under Montana law. While the Board recognizes the risk of double taxation, there has been no adequate showing by the taxpayer that a judicial determination of the Montana are in comparison to the statutes involved in this case. The purpose of the Uniform Law and Tax Compact is to avoid duplicative taxation by coordinating the laws of he various states on the issue of allocation of income. As the United States Supreme Court said in
Moormon Mfg. Co. v. Bair
, 437 U.S. 267, 57 L.Ed.2d 197, 98 S.Ct 2340 (1978), when faced with the argument of double taxation:
"The only conceivable constitutional basis for invalidating the Iowa statute would be that the Commerce Clause prohibits any overlap in the computation of taxable income by the States. If the Constitution were read to mandate such precision in interstate taxation, the consequences would extend far beyond this particular case. For some risk of duplicative taxation exists whenever the States in which a corporation does business do not follow identical rules for the division of income. Accepting appellant's view of the Constitution, therefore, would require extensive judicial lawmaking. Its logic is not limited to prohibition on use of single-factor apportionment formula. The asserted constitutional flaw in that formula is that it is different from that presently employed by a majority of States and that difference creates a risk of duplicative taxation. But a host of division-of-income problems create precisely the same risk and would similarly rise to constitutional proportions.
Thus, it would be necessary for this Court to prescribe a uniform definition of each category in the three-factor formula. For if the States in which a corporation does business have different rules regarding where a 'sale' takes place, and each includes the same sale in its three-factor computation of the corporation's income, there will be duplicative taxation despite the apparent identity of the formulas employed. A similar risk of multiple taxation's created by the diversity among the States in the attribution of 'nonbusiness' income, generally defined as that portion of a taxpayer's income that does not arise form activities in the regular course of its business. Some States do not distinguish between business and nonbusiness income for apportionment purposes. Other States, however, have adopted special rules that attribute nonbusiness income to specific locations. Moreover, even among the latter, there is diversity in the definition of nonbusiness income and in the designation of the locations to which it is deemed attributable. The potential for attribution of the same income to more than one State is plain.
The prevention of duplicative taxation, therefore, would require national uniform rules for the division of income. Although the adoption of a uniform code would undeniably advance the policies that underline the Commerce Clause, it would require a policy decision based on political and economic considerations that vary form State to State. The Constitution, however, is neutral with respect to the content of any uniform rule. If division-of-income problems were to be constitutionalized therefore, they would have to be resolved in the manner suggested by appellant for resolution of formula university — the prevalent practice would be endorsed as the constitutional rule. This rule would at best be an amalgam of independent state decisions, based on considerations unique to each state. Of most importance, it could not reflect the national interest, because the interest of those States whose policies are subordinated in the quest for uniformity would be excluded from the calculation.
While the freedom of the States to formulate independent policy in this area may have to yield to an overriding national interest in uniformity, the content of any uniform rules to which they must subscribe should be determined only after due consideration is given to the interest of all affected States. It is clear that the legislative power granted to Congress by the Commerce Clause of the Constitution would amply justify the enactment of legislation requiring all States to adhere to uniform rules for the division of income. It is to that body, and not this Court, that the Constitution has committed such policy decision." 437 U.S.A. at 278-80.
The Board does not believe that the statutes upon which this decision is based are unconstitutional nor that the interpretation of the statutes as created an unconstitutional application of those statues so as to subject taxpayer's to unconstitutional double taxation. To carry the taxpayer's contentions in this regard to the extreme, a one dollar tax in another jurisdiction the same income which Kansas sought to tax could negate a sizable assessment in Kansas. The Board believes that its interpretation the Uniform Act and Interstate Tax Compacts is consistent with the interpretations of other states. Therefore, the Board rejects the argument of the taxpayer of unconstitutional application of the statute.
IT IS, THEREFORE, BY THE BOARD OF TAX APPEAL OF THE STATE OF KANSAS, CONSIDERED AND ORDERED that for the reasons more fully set forth herein , the February 20, 186, Order of the Director of Taxation should be, and the same is hereby, sustained.
If any party to this appeal feels aggrieved by this decision, they may file a written request for a rehearing with this Board. The written request for rehearing shall be set forth specifically and in adequate detail the particular and specific respects in which it is alleged that the Board's Order is unlawful, unreasonable, capricious, improper or unfair. The written request must be received within thirty (30) days of certification date of this Order. If, at the end of thirty days the Board has not received a written request for a rehearing, this Order will become a final Order form which no further appeal is available.
IT IS SO ORDERED.
FRED L. WEAVER, CHAIRMAN ___________________________
DALLAS E. CRABLE, MEMBER ____________________________
JOHN P. BENNETT, MEMBER ____________________________
ROBERT C. HENRY, MEMBER ____________________________
KEITH FARRAR, MEMBER ____________________________
DAVID C. CUNNINGHAM ____________________________
ATTORNEY & SECRETARY
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