AMENDED BYLAWS OF SKIDAWAY FARMS, INC.
AS IN EFFECT MAY 22, 2019
I. GOVERNING LAW AND DEFINITIONS
1.01 Governing Law. The Corporation is governed by the Georgia Nonprofit Corporation Code as from time to time amended (the “GNCC”), and these Bylaws shall be effected, interpreted and construed consistently therewith.
1.02 Definitions. The definitions that appear in GNCC Section 143140 hereby are incorporated by reference.
1.03 Emergency Powers. The Corporation’s emergency powers are as provided by GNCC Section 143207 as amended.
1.04 Conflict With Articles of Incorporation. In the event of any conflict between these Bylaws and the Corporation’s Articles of Incorporation as from time to time on file with the office of the Secretary of State of Georgia (the Articles), the provision(s) of the Articles shall control.
As permitted by GNCC Section 143603, the Corporation does not have members. However, it may have nonvoting Honorary Members as from time to time provided by resolution of the Board of Directors.
3.01 Duties of Directors.
(a) All corporate powers shall be exercised by or under the authority of and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors, subject to any limitation in the Articles or these Bylaws.
(b) No limitation upon the authority of Directors shall be effective against persons, other than Directors, who are without actual knowledge of the limitation.
(c) Members of the Board of Directors (the “Board”) shall serve without compensation.
(d) No Director may obligate the Corporation or spend on behalf of the Corporation an amount in excess of two hundred and fifty dollars ($250) without a majority vote of the total number of Directors in office on the date the vote is taken.
3.02 Qualifications of Directors. Directors shall be natural persons who are over eighteen (18) years of age, but need not be residents of Georgia nor officers of the Corporation.
3.03 Number and Election of Directors.
(a) The minimum number of Directors shall be three (3).
(b) The maximum number of Directors shall be nine (9).
(c) The initial number of Directors shall be three (3).
(d) Consistent with the foregoing, by resolution of the Board, the number of Directors may be increased or decreased from time to time.
3.04 Terms of Directors.
(a) The initial Directors named in the Articles of Incorporation shall serve for the terms set forth therein. Otherwise, Directors shall serve for a term of three (3) years. No Director shall serve more than six (6) consecutive years.
(b) The Board of Directors annually will appoint a nominating committee (which may include one (1) or more directors) representing the constituencies of the Farm, including but not limited to, the farmers, The Landings Club, Inc., a Georgia nonprofit corporation and Skidaway Audubon Inc., a Georgia nonprofit corporation.
(c) Members of the Board shall be elected by majority vote of the farmers who rent one or more plots and who are current on their plot rental fees. Each farmer will receive one vote regardless of the number of plots rented.
(d) A decrease in the number of Directors shall not shorten an incumbent Director’s term.
(e) A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, other than a Provisional Director appointed as provided in 3.09(a)(2).
3.06 Continued Service of Directors. Despite the expiration of a Director’s term, he or she shall continue to serve until his or her successor is elected and consents to serve.
3.07 Resignation of Directors.
(a) A Director may resign at any time by delivering written notice to the Board, its Chairman, or to the Corporation.
(b) A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.
3.08 Removal of Directors. A Director may be removed from office pursuant to the following procedures.
(a) The Directors may remove one or more Directors with or without cause at any time.
(b) A Director may be removed only by majority vote (excluding the Director who is the subject of the vote) of the total number of Directors in office on the date the vote is taken.
(c) A Director may be removed only at a meeting called for the purpose of removing him or her, and the meeting notice shall state that purpose, or one of the purposes, of the meeting is removal of the Director.
3.09 Vacancy on the Board.
(a) If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, the vacancy:
(1) shall be filled by an election as specified in 3.04, if the Director completes the term for which he or she was elected;
(2) shall be filled by majority vote of the remaining Directors for a “Provisional Director” who shall fill the vacant seat until the next annual meeting of the Board of Directors, if the Director fails to complete the term for which he or she was elected, or
(3) if no Director remains, may be filled by Order of the Superior Court of Chatham County, Georgia sua sponte or on petition of any interested party.
(b) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs.
3.10 Meetings of the Board.
(a) The Board may hold annual, regular and special meetings in or out of Georgia.
(b) Members of the Board may participate in any meeting of such Board through the use of any means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Participation in a meeting by this means shall constitute presence in person at the meeting.
(c) The dates of the annual and regular meetings of the Board shall be fixed from time to time by majority vote of the total number of Directors in office on the date the vote is taken.
(d) A majority in number of the total number of Directors in office at the beginning of a meeting date shall constitute a quorum.
(e) Unless otherwise required by law, the Articles or these Bylaws, the affirmative vote of a majority in number of the Directors present at a meeting in which there is a quorum shall constitute an action of the Board.
3.11 Action Without Meeting.
(a) Action required or permitted by these Bylaws to be taken at a Board meeting may be taken without a meeting if the action is taken by the total number of Directors in office on the date the vote is taken that would be required if all Directors were present at a duly convened meeting. The action must be evidenced by one or more written consents describing the action taken, signed by no fewer than the required number of Directors, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. If less than all Directors execute such a consent, a copy thereof shall be delivered to all nonsignatory Directors within ten (10) days, but failure to make any such delivery shall not invalidate the action(s) taken.
(b) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(c) Such written consents may be delivered by tele-copier or email, and the telecopy or email shall be deemed to be the original.
3.12 Notice of Meeting.
(a) Not more than sixty (60) nor less than thirty (30) calendar days before the date of the annual meeting, the Corporation shall give notice of the date, time and place thereof by mail or electronic transmission to all Directors then serving and all farmers that would be entitled to vote as provided in 3.04(c) if the annual meeting were held on the notice date.
(b) Regular meetings of the Board may be held without notice of the date, time, place, or purpose of the meeting.
(c) Special meetings of the Board must be preceded by at least two days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting, except as specifically provided by law, the Articles or these Bylaws.
3.13 Waiver of Notice.
(a) A Director may waive any notice required to be given, before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the Director entitled to the notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.
(b) A Director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting, unless the Director at the beginning of the meeting (or promptly upon his or her arrival) objects to the holding of the meeting or the transaction of business at the meeting and does not thereafter vote on any action taken at the meeting that is the subject of the Director’s objection. Any such objecting Director need not leave the meeting and shall not be counted in determining whether a quorum is present for any vote that is the subject of the Director’s objection.
3.14 Committees of Directors.
(a) The Board, by resolution adopted by majority vote of the total number of Directors in office on the date the vote is taken, may create one or more committees and appoint members of the Board to serve on them.
(b) Sections 3.103.13 above shall apply to committees and their members as if they were the Board.
(c) To the extent specified in a resolution by majority vote of the total number of Directors in office on the date the vote is taken, each committee may exercise the authority of the Board, except to the extent limited by GNCC Section 143825(e).
(d) The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law to be exercised by the full Board.
3.15 Resolution of Deadlock.
If the Directors of the Corporation are deadlocked and injury to the Corporation is being suffered or is reasonably likely to be suffered by reason thereof, the Superior Court of Chatham County, Georgia, whether or not an action is pending for an involuntary dissolution of the Corporation, may appoint a Provisional Director pursuant to GNCC Section 143813 sua sponte or upon petition of any Director or Officer of the Corporation at that time.
4.01 Required Officers.
(a) The Corporation shall have a President, Vice President, Secretary, and Treasurer. It may have additional officers. All Officers shall be members of the Board and shall be appointed (and may be removed) by majority vote at any meeting of the Board.
(b) By writing delivered to the Board, a duly appointed Officer may appoint one or more inferior Officers or assistant Officers to exercise the authorities of the appointed Officer.
(c) The same individual may simultaneously hold more than one office in the Corporation, except the offices of President, Vice President, and Secretary.
4.02 Duties of Officers.
Unless otherwise provided by resolution of the Board:
(1) shall be the Chief Executive Officer of the Corporation, the Chairman of the Board and a voting member of all committees
(2) shall attend all meetings of the Board and may call meetings of the Board, and
(3) shall have authority to institute or defend legal proceedings when the Board is deadlocked;
(b) the Vice President
(1) shall be the Chief Operating Officer of the Corporation and function as the Farm Manager,
(2) shall attend all meetings of the Board and may call meetings of the Board, and
(3) shall act as President during that person’s absence or inability to act.
(c) the Secretary:
(1) shall keep or cause to be kept the minutes of meetings of the Board and maintain other corporate records,
(2) shall have possession of the corporate seal,
(3) shall attest to the authenticity of corporate documents as directed by the Board or any Officer of the Corporation,
(4) shall act as Treasurer during that person’s absence or inability to act, and
(5) shall attend all meetings of the Board and may call meetings of the Board.
(d) the Treasurer:
(1) shall keep, or cause to be kept, the assets and financial records of the Corporation in the name of the Corporation (or its designee),
(2) shall give written reports thereon to the Board and the President when requested,
(3) shall cause the Corporation to pay or make provision for its liabilities,
(4) shall act as Secretary during that person’s absence or inability to act; and
(e) the President, Treasurer, and Secretary each shall be authorized to execute documents on behalf of the Corporation without need of further execution or attestation, if such documents are specifically authorized by the Board or a committee thereof, or are within the scope of such Officer’s responsibility.
4.03 Election of Officers.
(a) The Corporation Officers shall be elected annually by the Board following the election of new Directors and before March 31st of each year.
(b) The elected Officers shall hold office at the pleasure of the Board for a two year term and serve until a successor is elected and takes office in April of each year.
(c) Each Officer candidate must receive a majority vote of the total number of Directors in office on the date the vote is taken.
(d) A Director may serve an unlimited number of biannual terms as an Officer
(e) Compensation of Officers shall be subject to the same limitations as compensation of Directors under Section 3.01 (c) of these Bylaws.
4.04 Resignation and Removal of Officers.
(a) An Officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.
(b) The Board may remove any Officer by resolution whenever in its judgment the best interests of the Corporation will be served thereby.
(c) Any vacancy in any office occurring for whatever reason may be filled by resolution of the Board.
4.05 Contract Rights of Officers.
(a) The appointment of an Officer does not by itself create contract rights between the Corporation and such Officer.
(b) Except as may be provided otherwise in any written contract between the Corporation and an Officer, (1) the removal of an Officer does not affect the Officer’s contract rights (if any) with the Corporation, and (2) an Officer’s resignation does not affect the Corporation’s contract rights (if any) with the Officer.
V. INSURANCE; CONFLICTING INTEREST TRANSACTIONS
5.01 Insurance. The Corporation may, but is not required to, purchase and maintain insurance on behalf of one or more Directors, Officers, employees, or agents against liability, whether or not the Corporation would have the power to indemnify any such person against the same liability.
5.02 Conflicting Interest Transactions. The validity and ramifications of conflicting interest transactions are governed by the GNCC and the Internal Revenue Code.
6.01 Amendment by Directors. Except as provided in Section 6.02, the Board may amend or repeal these Bylaws in whole or in part by a seventy five percent (75%) majority vote of the total number of Directors in office on the date the vote is taken.
6.02 Amending this Article or Increasing Quorum or Majority for Directors. A resolution that amends this Article VI or that fixes a greater quorum or voting requirement for the Board than is required by these Bylaws as from time to time in effect may be adopted, amended, or repealed only by all of the Directors in office on the date the vote is taken.
7.01 Merger. These matters are governed by GNCC Sections 1431101 through 1431107.
7.02 Sale of Assets. These matters are governed by GNCC Sections 1431201 through 1431202.
7.03 Dissolution. These matters are governed by GNCC Sections 1431401 through 1431440.
7.04 Foreign Corporation. These matters are governed by GNCC Sections 1431501 through 1431540.
7.05 Records and Reports. These matters are governed by GNCC Sections 1431601 through 1431622.
7.06 Meetings Generally. No particular rules generally shall govern the conduct of meetings, but upon oral request of any of the Directors present in a particular meeting, the meeting thereafter shall be governed by the then most recent edition of Robert’s Rules of Order (except to the extent that book then may be inconsistent with these Bylaws or the GNCC).