Bylaws of Skidaway Farms, Inc.

AMENDED BYLAWS OF SKIDAWAY FARMS, INC.

AS IN EFFECT JANUARY 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.

II.  MEMBERS

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.

III.  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 the 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 telecopier 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.

IV.  OFFICERS

4.01  Required Officers.

(a) The corporation shall have a 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 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 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.

(c) 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

(d) the president 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  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.

4.04  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.

VI.  AMENDMENT

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 seventyfive 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.

VII.  MISCELLANEOUS

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).

Board Meeting Minutes January 22, 2019

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

1) Irrigation update:
Hose bibs have been relocated from center of pathways to the edge to better accommodate wheelbarrows and carts safely, cost, $850.  New irrigation installed in wildflower beds at both north and south ends of the farm.  Will benefit both the existing pollinator bed and will help to establish the new pollinator bed at the south end of the farm.  Cost, $1500, Jane will write a Landlovers grant request to cover the cost

2) Marketing Activity: Report from L Dillard, Marketing Director

A) Farm brochure updated, membership form on the back of brochure and new sign bracket attached to the fence at Farms front gate.  
B) Articles written for upcoming issues of the Twatl and the Skinnie
C) Monthly mailing to Our Club New Members List
D) Articles with photos to these groups: Oakridge, South and North Landings, South Harbor Neighbors websites.  
E) Real Estate Office no longer includes farm brochures in information packets, will get brochures to Tonnie Glick to include in her welcome packet.  

3) Depreciation Schedule for Farm Assets:
Schedule discussed per Board and revised to:
Pavilion/25yr, Irrigation system/15 yr, Raised beds/10yr, 
Fence/10yr.  Motion to approve per J Kollmann, second per L Dillard, unanimously approved.

4) Procedure for authorization of emergency expense:
Board proposed to do an authorizing vote via email in such situations, must have a quorum for approval.  This will occur on amounts over $250.  Motion to approve per J Kollmann, second per M Hughes, unanimously approved.

5) Financial Statement, delinquent account review per R Dillard:
Finances reviewed, revealing farm needs increased income, ie more farmers, fundraising to increase revenue. Discussion on how to proceed. Marketing the farm, and potential raffle or silent auction at Spring Festival.
Delinquent accounts: a last communication will be sent to the farmer with outstanding rent due stating they have one week to rectify the situation and if they haven’t done so their rental will be terminated.    

6) High yield savings account:
Discussion re best option to improve return on monies in Asset Replacement Account.
R Dillard has researched on “Best Business Savings Account Rates in 2019” website.
Motion to open 6month CD account with Live Oak Bank per L Dillard, second per J Kollmann, unanimously approved.

7) Annual Budget Review and Approval:

Budget discussion set for next meeting, 2/21/19 to prepare and approve a budget for presentation at the Annual Meeting in March 2019.
Also need to select nominating committee to prepare for upcoming elections for Board Members whose terms will be expiring this year.

8) Farm Rule and Regulation Review/ amendments

Bylaws page 2 section “3.03, number and election of Directors:
Number of Directors shall be seven, should be changed to maximum of Directors shall be nine.  
Also, to make clear expenditure limit:
In Bylaws, page two, section “3.01” : Duties of Directors:
Board of Directors limited to a sum of $250 that can be spent on behalf of the Farm without the approval of the majority of the entire Board. 
Monica and Ron will update the website with the changes.

9) New Farmer Class will be held on 2/17 at 1:00, Monica will send blast to Farmers

10) Compost Delivery set for 2/13/19, Monica will send blast to Farmers

11) Spring Festival:
Set for May 5, 2019, Discussion per options for catering the event.  L Dillard will look into options for catering.

Next meeting 2/21/19 at 4:00

Motion to adjourn per J Kollmann, second per L Dillard

Farm Board Meeting Minutes, 12/12/2018


Minutes for Farm Board Meeting, December 12, 2018

Present: Mike Kahn, Jane Kollman, Ron Dillard, Ralph Hinz, Monica Hughes
Absent: Joe Tyson, Cathy Adler, Linny Dillard

Insurance:
Ron has been working at finding adequate insurance coverage for the farm.  He will contact Clark Lane at Remer Lane Insurance who wrote our previous policy which lapsed in 2015. He will report back to the board via e-mail the specific coverages and price for the board to approve by e-mail vote.  Hoping to get wind and hail coverage and coverage for pumps, pavilion and electric fence.

Financials:
Ron presented our balance sheet as of 11/30 and once again there was concern about our depreciation vs our revenue.  The farm needs more revenue to adequately ensure replacement costs will be funded.  Ron will readjust our depreciation schedule to more realistically reflect our needs but the need to rent more plots is a reality to keep the farm sustainable.

Amendment to By-Laws:
Mike Kahn made a motion to amend Skidaway Farm’s Bylaws to increase the maximum number of directors to nine from seven. Motion was seconded by Jane Kollman and passed unanimously.

Motion was made by Jane Kollman to nominate Ron Dillard to the Board of Directors.  Seconded by Ralph Hinz, passed unanimously.

The board accepted Linny Dillard’s resignation as treasurer and appointed Ron Dillard as treasurer.  Linny will serve as marketing director.

Terms of Office:
Discussion re directors terms:

Member Expiration
Joe tyson 2019
Cathy Adler 2019
Jane Kollman 2019

Mike Kahn 2020
Ron Dillard 2020

Ralph Hinz 2021
Linny Dillard 2021
Monica Hughes 2021

Irrigation:
Two irrigation matters were presented by Jane and Ralph:
1. Need to remove the hose bibs that are in the paths to a more protected place as they continue to be damaged and are a hazard to farmers.  An estimate to do the work was $850.
Ron Dillard made a motion to proceed with the work, Mike Kahn seconded and passed unanimously.
2. Wild flower beds need source of water.  There are four flower beds, two at each end of the farm which require a watering system to be put in place. This was estimated to cost $1350.  Jane will write a grant to Landlovers in January to help defray this cost and the board will revisit this issue in the new year.

Blast:
Monica will send a blast to farmers of raised beds to protect their timers from freeze when temperatures drop.

Defibrillator donation
A donation was made by a group named SLICK,” Saving lives in Chatham County “, represented by Carol Naser .    They are donating  an IED/ defibrillator, free of charge, which will be placed in the Pavilion.  They will also conduct a tutorial for the farmers on the use of it.

Meeting adjourned at 6:15
Next meeting: Tuesday, January 22, 2019 at Club small board room.

Farm Hosts St. Andrews First Grader

arrival

future gardeners

identifying veggies

 

working on their project

FARM HOSTS THE FIRST GRADERS FROM ST. ANDREW’S SCHOOL

  A chilly November 15th welcomed 30 first graders and their teachers from St. Andrews school on Wilmington Island to our farm. This is the 5th year that Farmer Jane has coordinated a tour of the garden, a picnic lunch and a gardening project for these youngsters. 

Farm Board Minutes November 14, 2018

Present: Michael Kahn, Jane Kollman, Linny Dillard, Ron Dillard,   Ralph Hinz, Monica Hughes 

Absent: Joe Tyson, Cathy Adler

Treasurer’s  Report: Ron presented board members with updated docs: revised annual budget, balance sheet (including depreciation of assets), A/R aging summary which included farm plots that were in arrears, and a revised plot rental form . All of our financial documents and accounting are now in outstanding order.

A motion was made by M. Kahn and seconded by J. Kollman, passed unanimously to approve our new treasurer to have internet access to the farm bank account at South State Bank.

Marketing Report: Linny presented a visual plot plan that showed our farm and the plots that were vacant, currently farmed and grassed over.  61% of our plots are rented and 85 plots unused, some of these grassed in and a majority in the organic section. Linny will execute a plan to market the farm in the hopes of gaining new farmers and renting more plots.

Weather Link: Ralph reported on the status of our new weather station which has been installed, minus the soil monitor and soil temperature monitor which he will install soon.  It was decided to begin with one monitor which will be installed at the front west side flower garden.  The weather station updates every 5 minutes and contains twenty different items.  To get the free app: weatherlink2, to view all data: weatherlink.com, user id: rhmaint, password: 3dogs1cat  The farm’s website also has a link on the left hand side of the opening page to the weather station.

Communication:  Monica will send a blast to Farmers re new billing process which will now be done by e-mail and new policy which will require farmers to volunteer  two hours every six months  for  general maintenance of farm. Notice of a work party to be scheduled on Saturday, December 1 at noon. She will also revise farm rules to include the newly required  volunteer hours.

Meeting adjourned at 6:15 pm.

Minutes approved by Kahn, Kollman, Dillard and Hughes

Next Meeting: Wednesday, December 12 at 5pm.

Board Meeting Minutes October 10, 2018

Present: M Kahn, J Tyson, R Hinz, J Kollman (via skype), L Dillard, R Dillard, M Hughes, B Caldwell, R Cunningham
Absent: C Adler

1. Weather Station: Blake, Rick and Ralph presented information re the new weather station which will be installed at the Farm the end of this month.  This will provide soil temperature, humidity, moisture level and wind speed information wirelessly through a battery and solar powered system.  The data  will be available through Weather Underground for anyone to access.  The funds for this were provided by Audubon.

2. Computer Programs and Software: Ron reported that the farm computer has quick books, excel, word, and adobe reader. The budget and financials, all accounting is organized on quick books, the plot map is newly maintained        on excel which will keep current who is farming and on which plots.  The information is backed up frequently.  The Dillards have spent hours searching through information to organize all of this on the farm’s computer.
Software currently used by the Farm is Word Press to maintain the farm’s website, Civi CRM and Drupal which are used to maintain membership lists, event planning and payment, mailings etc. This software has multiple uses that are not currently being used and it was decided that Dillards, Caldwell and Cunningham will meet to explore these options further. Rick will also create a spreadsheet with the farmer’s information for Ron to use for plot renewal purposes.  Currently Rick, Blake and Monica are authorized to use CiviCRM but new access will be determined and who is doing what decided.

3. Budget and Bank Accounts: Ron will review budgets of past 5 years to determine a proposed budget for 2018. A motion was made to reduce dollars in the checking account and to establish two savings accounts, an asset replacement account and the other a savings account to provide a more interest positive method for our monies. Dillard proposed, motion seconded by Kahn, motion carried.

4. Plot rentals renewals are being e-mailed as of now and will be in the future.  Motion was made by Hughes to stipulate that all farmers put in two volunteer hours per 6 month period at the farm. Discussion followed. Dillard seconded, motion carried.  Monica will send blast when renewal forms and new farmer forms are edited to reflect this.  Also blast that rental renewals will be sent by e-mail.

5. New Forms for use at the Farm to better organize information were created by Ron: accounts payable disbursement voucher, invoice receipt form, plot rental form.  He also had a draft 2018 annual budget and a balance sheet that he had put together using the information he received from Bob Rogers.  

5. History: Our new president needs to get the historical information and documents from Cathy.

Meeting adjourned at 6:30.

Next meeting set for Wednesday, November 14th at 5:00 pm at the Club board room.

Board Meeting September 19, 2018

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

1)  Finance report per B Rogers, outgoing Treasurer:
    Checking Account, $ 11,836.19, Asset Replacement Account,                $19,286.29

a) L Dillard was officially installed as new treasurer for the farm with a motion by J Kollmann, seconded,  C Adler.
Unanimously approved.

b) M Kahn was officially installed as President of the farm board with a motion by M Hughes and seconded by J Kollmann.
Unanimously approved.

2) Welcome to our two new bee hives! Hopefully they will stay healthy and our crops will do well with their presence.

3) Weather station for the farm has been approved by Skidaway Audubon.  They will fund installation and operating  costs.  This will be installed by R Hinz.

4) Pathways are in need of new  pine straw, a cost of around $500 approved per the Board.  A work party will be scheduled for mid to late October for distribution on the pathways.

5) Work party set for Saturday, 9/22, 8-11.  Discussion ensued to look at finances and increase maintenance budget to have more of the cleanup work done by the team that currently takes care of mowing, weed control on pathways and plot clearing as needed.

6) Signs will be obtained by R Hinz for fence line  reminding farmers not to throw debris over the fence.  It gets caught on the electric fence wire causing it to short out.  

7) Tractor needs repair, new seat has been installed, and fuel pump is on order reported by R Hinz.

8) Need to update Data Base and Farm Map.  C Adler to email R Cunningham and B  to meet with the Board to accomplish this.  

Motion to adjourn per J Kollmann, second per M Kahn

Next meeting, 10/10, 5pm @ the board room at club offices.

 

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