CONNOR T. HANSEN, J.
The facts are not in dispute. During his lifetime, Irving A. Puchner (hereinafter decedent), a lawyer, was a director, officer and counsel for Charter Wire, Inc., and three of its wholly-owned subsidiaries. He occupied these positions for approximately 25 years and owned less than two percent of the stock in the parent corporation.
In June, 1966, each of the four corporations passed the following resolution:
"RESOLVED, that at...
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