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B. Dreyer Farms
On April 28, 1995, Dreyer Farms was incorporated under the
laws of the State of South Dakota.3 Dreyer Farms was organized
primarily (1) to buy, distribute, sell, lease, and deal in all
kinds of farmland and real estate and (2) to carry on the
business of farming.
On August 3, 1995, the Weeldreyers conveyed to Dreyer Farms
the Weeldreyer farm, including the farmhouse. Dreyer Farms
thereafter assumed the mortgage on the property. After the
conveyance, the Weeldreyers no longer individually owned any
farmland.
The Weeldreyers have been the sole shareholders, officers,
and directors of Dreyer Farms since its incorporation. Mr.
Weeldreyer has been president, treasurer, and a director, and
Mrs. Weeldreyer has been secretary and a director, of Dreyer
Farms.
The first meeting of the shareholders of Dreyer Farms was
held on May 18, 1995. At that meeting, the shareholders adopted
corporate bylaws. Article IV, section 10, of the bylaws
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
3Douglas Bleeker, counsel for petitioners, prepared the
articles of incorporation, bylaws, minutes of meetings, and other
corporate documents for Dreyer Farms.
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Last modified: May 25, 2011