All posts by Monica Hughes

Skidaway Farms Board Meeting Minutes 9/26/19

Present: Susan Burns, Karen Burroughs, Monica Hughes, Jane Kollman, Tom Rosen, Joe Tyson

Absent: Michael Kahn, Ralph Hinz

Introductions and Welcome: Tom Rosen was introduced as our new treasurer and a motion was made by MH to install him as the Farm’s acting provisional treasurer until the spring elections, seconded by KB, unanimously approved.

Treasurers Report: Tom reported that we will have a shortfall this year of $1300 because of plots not being rented. We need to rent 13 plots and 10 plots are ready to go. Tom also has some feelers out for someone to serve as a marketing person for the Farm. Susan is willing to help the marketing effort.

Farm Bell: Karen is donating her family’s farm bell to the Farm and the plan is to install it this winter with the possible help of the barn builders. Karen and her husband installed two new birdhouses and will fix the ones that need new latches.

Weather Station: Rick Cunningham reported that the Audubon Club will continue to pay costs associated with the Farm’s weather station.

Farm Visits: Jane reported that there will be a visit to the Farm by The Garden Club on 10/7 at 10:30 and that the Hess school kindergarten class will visit on two days, 11/7 and 11/8 from 9 -12:30. Volunteers will be needed the days the school children are here and a blast will be sent by Monica.

Plot Rental Increase: Discussion re plot rental and the need for increased revenue. Plot prices have not been raised since Farm’s beginnings. JK made a motion to raise plot rental fee to $125. for a 10 by 20 plot and $175. for a raised bed to begin January 1, seconded by MH and unanimously passed. A notice will be sent out to the Farmers notifying them of the increase by MH.

ByLaws: MH will amend the bylaws to reflect JK’s role as VP and the duties of the VP which are to assume the role of president in his absence and to be the general manager of the day to day operations of the Farm.

Next Meeting: October 23 at 1:00 pm

Skidaway Farm Board Meeting Minutes: 7/24/2019

Skidaway Farms Board Meeting Minutes: July 24, 2019

Present: Susan Burns, Karen Burroughs, Ron Dillard, Linny Dillard, Ralph Hinz, Monica Hughes, Jane Kollman, Joe Tyson

Absent: Michael Kahn

Raised Beds: R Hinz presented information on the cost of raised beds using lumber and using concrete blocks.  The costs were about equal for both but the resilience of the concrete was noted.  There may be the possibility of having Bethesda Barn Builders, a volunteer organization, build the wooden raised beds and J Kollman will get in touch with Ed Case, her contact with this organization, when she returns from vacation  This would defray the labor cost substantially.  Tabled until September meeting when we have this information.

Maintenance: Blue Bird houses are in poor condition and need to be replaced.  K Burroughs will request the Landings woodworker’s club to make 5 – 10 more bird houses as they are making some for Audubon.

Farm Bell: K Burroughs requested that her family farm bell be relocated from her garage to be hung at the farm.  The board unanimously approved this and will look for a way to secure the bell and a good location for it.

Treasurers Report: R Dillard reported and emailed copies of the June Balance Sheet, June Income Statement, Accounts Receivable Report, and Farm Plat. Our cash position remains solid.  Renewed our General Liability, Directors & Officers, and Accident Insurance policies this week for $1356.00 which was the same premium we paid last year.  Our property casualty policy doesn’t renew until later this year. One of our CD’s matures in August which will be renewed.

Survey: Farm survey was reviewed and discussed.  There were the usual complaints about weeds encroaching on farmer’s plots as well as uneven water distribution from the over head sprinklers.  Both are constant problems that farmers need to address by keeping their farms tidy and reporting any nearby plots that have encroaching weed problems.  Watering system is checked in entirety every spring and when there are new seedlings or very hot weather plots may require more water than the overhead sprinklers provide.  Discussion about raising garden plot fee by $25 ensued with a decision made to check finances again in October before any decision is made.  

Meeting was adjourned.

No meeting will be held in August.

Next meeting will be Thursday, September 26, 2019

Minutes May 22, 2019



MAY 22, 2019

Present: M Kahn, J Kollmann, R Dillard, L Dillard, R Hinz, K Burroughs M Hughes
Absent: J Tyson, S Burns

1) Review of Bylaws, discussion re officers, terms and duties of officers
 Bylaws amended: Vice President/Farm Manager added, term voted to be 2 years,
Motion per J Kollmann, 2nd per M Kahn, approved by Board with 1 Nay
Added duties of Vice President/Farm Manager, Motion per R Dillard, 2nd per K Burroughs, unanimously approved.

2) Election of Officers:
J Kollmann elected to Vice President, motion per R Dillard, 2nd per M Hughes, unanimously approved.
M Hughes elected to position of Secretary, motion per L Dillard, 2nd per R Dillard, unanimously approved.

3) Treasurers Report: Current Assets:
Checking: $20,233.04,
CD, Live Oak Bank, 1) $20,105.06, 2) $9,000
All but one outstanding account have been received
Net $3600 from Spring Festival, $405 from raffle
T Rosen generously donated $$ for the food, Written thank you to be sent per M Hughes.

4) Solarization policy:
Motion to charge $ half years rent if plot turned in and needs solarization in addition to the cleanup fee, motion per J Kollmann, 2nd per R Dillard, unanimously approved.
Terms: $50 for 10x 20 plot, $75 for Raised bed, rental form will be updated to reflect the change.

5) Raised bed addition:  R Hinz will research cost for materials and labor.

6) Plot Markers: not cost effective, Ralph has made a plot map to hang in Pavilion to reflect the section/ number

7) Message Board /comment cards: Discussion re need or not, decided to continue with message boards at front and rear entrance of the farm.  No need for comment cards as most needs are communicated to J Kollmann either at the farm or via email.

8) Marketing Update: L Dillard has an idea for a large fundraiser for the fall, details to follow.

9) Thank you baskets, per L Dillard,  basket will be prepared for L Lewis first, then for Jerry at the Twatl.  Motion to prepare baskets per L Dillard, 2nd per R Dillard, unanimously approved .

10) Survey Review: tabled until next meeting, each Board member will review and report what they think might be a needed change, will be discussed at next Board meeting.

Motion to adjourn per J Kollmann, 2nd per L Dillard

Next meeting July 24, 4 pm @ the farm

Annual Board Meeting Minutes, April 17, 2019

Present: M Kahn, J Kollmann, M Hughes, J Tyson
Absent: R Hinz, L Dillard, R Dillard, K Burroughs, S Burns

This was our annual meeting and about 20 farmers attended.  Introductions were made and farmers were asked how they heard about the farm. The farmers who attended also participated in the discussion of marketing ideas the board could utilize to attract more farmers.

1) Festival Update per T Rosen:
Menu is set, 3 protein dishes, 3 sides, 2 desserts, will provide ice and water.
Jane will order tables and chairs for 4/30, pickup 5/2, will get needed dinner supplies.
Monica will send blast to Farmers for volunteers on 5/1 starting at 10:00 for table setup and flower arrangement.
Linny will have table for 50/50 raffle, Ron will man the admission table.
Tom Kollmann will direct parking.
All hands on deck by 3:30.

2)  Newly elected Board :
Karen Burroughs, Joe Tyson, Jane Kollmann 3 yr term
Susan Burns, 1 yr term with roll over to 2020 election. 

3) Survey discussion among Farmers at the meeting, M Kahn updated group on depreciation of assets, noting 57% of plots are rented therefore farm revenues have declined. Farmers were asked for suggestions on how to raise revenues and cut costs.
Suggestions are as follows:
 Increase rental fee on raised beds,
 Place plot rental availability in Twatl using free monthly add
 Getting more Landings residents to the farm by:
  a) having a produce giveaway gathering an evening/month
  b) having a farm booth at the Health Club Health Fair
  c) farm open house
  d) farm on garden tour in 2020
  e) increase number of raised beds, Blake will contact Duke for cost
  f) discussion of increasing plot rental fee, to be added to farm satisfaction survey
  g) Farm Facebook page, Instagram page

4) Farm repairs, light on electric fence lamppost needs to be replaced, Jane will find volunteer to help with this.  Also message boards needing repairs, Jane will contact Barn Builders to help with this.

5) Irrigation update:  all raised bed filters cleaned by soaking in soapy/bleach solution per Jane, all in good working order.  Jane will contact all raised bed farmers to let them know how to maintain filters so Irrigation is in good working condition.

6) Solution for lost revenues on plots needing solarization: if plot is cleared and has gone to seed, Farmer will lose weed deposit.

7) Veggie baskets:  decided to wait until May when more produce is available

8) Treasurers Report, added per email of 4/18:
Balance sheet: Checking $16,197 which has grown to $18,000 plus month of April to date. Motion to move $12,000 to short term interest bearing account per M Kahn, second per J Kollmann, unanimously approved. The $$ will remain in this account until needed for operating expenses.
$50 Board credit on plot rental donated to farm per L Dillard. Item should be addressed at next meeting , this is not sanctioned in current bylaws, should cease practice or amend bylaws. Also needing discussion is length of terms of the officers which isn’t addressed in the bylaws.
Past due statements sent to farmers in 31-90 day category, and also to 1-30 category. F/U per phone if payments not received.  
Festival update: 132 participants registered, R Dillard offered to man the registration table.  

9) Other business:  M Hughes will put together a cell phone # list to improve communication among the Board members.

Next meeting, May 22, 4:00 pm at the Farm

Board Meeting Minutes March 27, 2019

Present:  M Kahn, J Kollman, M Hughes, J Tyson, R Hinz, R Dillard,  L Dillard  Absent: C Adler

1) Treasurer’s Report:

2019 budget was presented and approved by the board. Board reviewed balance sheet, income statement and delinquent accounts. Improved interest accrual noted in 6 month CD at Live Oak Bank.

President’s Report:

Plot Rental down from last season, continue to add farmers.  Concerns for lost income, discussion re building more of the popular raised beds. Cost/benefit will be assessed before decision made.  Survey will be written and sent to farmers to determine farmers thoughts on a potential plot rental rate increase as well as to advise farmers that the farm is experiencing financial difficulty due to insufficient rentals. 

2) Nominating Committee Report:
Slate of candidates reported by M Kahn and board approved.  Ron will draft a vote ballot via Survey Monkey and send the email 2 weeks before Annual Meeting on 4/17/19 so the board candidates can be installed at the annual meeting.

3) Spring Festival Update:
Joe reports his team will soon be meeting and firming up the menu.  70 participants are registered so far.  Monica will send a blast reminder per week.  Jane will post on message boards at the farm.

4) Marketing:
Linny will set up 50/50 raffle at the Spring Festival, also will check with Publix re selling the tickets at the store site.  She has been writing articles in local periodicals, searching for possible grant opportunities and getting our name out to the Skidaway community.

5)) Other business:
Power washing team of M Kahn & L Dillard to meet Sunday 3/31 to clean and repair benches and picnic tables.  R Hinz reported 5 new irrigation controllers purchased at lower cost. Discussion re Irrigation issues with filters on raised beds and cleaning challenges.

Next meeting, Annual Meeting 4/17/19 at the farm

Skidaway Farms Spring Festival



Register Now:

A delightful Dinner In The Garden – no need to login – just click the “Register Now” button

The 2019 Skidaway Farms Spring Festival

Come join us for an evening of great food and fun and show your support for Skidaway Farms

Dinner in the garden at Skidaway Farms

Wednesday, May 1, 4:30 – 7:30 

The menu will be designed and managed by our two favorite Farmer/Chefs,

Tom Rosen and Joe Tyson

and the Skidaway Island Men’s Gourmet Group

Bring Your Own Beverages (water will be provided)

Seating is limited to 125, so get your tickets now. To purchase, just click the “Register Now” button (top right or bottom left).

A portion of your ticket price will be a tax deductible contribution to support farm educational projects. We will celebrate our spring /summer gardens and enjoy another successful garden season. 

See you at the Farm! 


Wednesday, May 1st, 2019, 4:30 PM – 7:30 PM


Skidaway Farms
McWhorter Rd
Savannah, GA 31411
United States

Tickets and Donations:

Individuals $ 35.00
Couple $ 70.00
Family $ 90.00
Register Now

Board Meeting Minutes, February 21, 2019

Present:Present: M Kahn, J Kollmann, L Dillard, R Dillard, M Hughes, R Hinz
Absent: J Tyson, C Adler

Unanimous Board Approval for By-law changes and Officer election. Farm Rules updated per R Dillard, Monica to post changes for both By-laws and Farm Rules on Farm website.

Treasurer Report per R Dillard:
Asset Replacement Account transferred to Online Savings Bank, Live OakBank. The amount of $20,000 was placed in a 6 month CD to earn a better interest rate. This move was Board approved at the January meeting.
2019 Budget Approval: Discussion, need for modification determined, Advertising Budget decreased from $900 to $450. The $900 in roads and paths will remain as records indicated an amount near that number for pine straw delivery and installation done in October.

Nominating Committee approved for upcoming election:
M. Kahn, Jane will enlist K Smith and Linda will ask J Duren to participate.
Vote to be held online April 3

Annual Meeting set for April 17, 5pm

Spring Festival set for May 1, 2019, Monica will blast to save the date. Ticket price set at $35 per person, increase noted to be needed as this is Farms only fundraiser and farm revenues are down.

Grant application for irrigation cost sent, result should be known by April..

Work party 3/9/2019, 10am-??, Monica will send blast and Jane will post on message board at the farm.

Discussion regarding ways to improve Farm revenues:
Sell more plots, Marketing Campaign Ongoing per L Dillard
L Dillard looking into community business support for a raffle at the Spring Festival.

Next meeting, 3/27 4pm at the farm. Report from Nominating Committee is expected regarding folks willing to run for vacant Board positions. Monica will send a blast to Farmers to solicit interest in running for the Board.

Bylaws of Skidaway Farms, Inc.




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:

(a)the President

   (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.


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).