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secretary of state of South Dakota on March 22, 1994. The Hubers
conveyed the Huber farm to Waterfall Farms by deed, dated March
10, 1994, that was filed in the Hanson County register of deeds
on March 28, 1994.
The Hubers have been the sole shareholders, officers, and
directors of Waterfall Farms since its incorporation. Mr. Huber
has been president, treasurer, and a director, and Mrs. Huber has
been vice president, secretary, and a director, of Waterfall
Farms.
Article IV, section 10, of the bylaws of Waterfall Farms
provides:
SECTION 10. Repayment of Disallowed Expenses.
Any expense paid by the Corporation which is finally
determined as a personal expense of any officer or
employee and disallowed as Corporation expense shall be
repaid by the officer or employee to the Corporation
within Twenty-four (24) months of the final
determination by the Internal Revenue Service with
interest at Three (3%) below the New York Prime Rate on
the date of final determination.
The first meeting of the board of directors of Waterfall
Farms was held on March 18, 1994. At that meeting, the directors
adopted a medical reimbursement plan covering all “employees and
officers executing management responsibilities” and their spouses
and dependents. The medical reimbursement plan provides for the
payment of all medical care costs that would be “deductible on
2(...continued)
corporate documents for Waterfall Farms.
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