CHARTER TWP OF SHELBY V VIKKI PAPESHAnnotate this Case
STATE OF MICHIGAN
COURT OF APPEALS
CHARTER TOWNSHIP OF SHELBY,
June 23, 2005
Macomb Circuit Court
LC No. 04-003149-CZ
VIKKI PAPESH and MARTIN PAPESH, JR.,
Official Reported Version
Before: Kelly, P.J., and Sawyer and Wilder, JJ.
Defendants Vikki Papesh and Martin Papesh, Jr., appeal as of right the trial court's order
granting summary disposition in favor of plaintiff Shelby Township and denying defendants'
counter-motion for summary disposition. The trial court determined that the "active poultry
coop"1 on defendants' property constitutes a nuisance per se in violation of plaintiff 's zoning
regulations, and permanently enjoined defendants "from keeping, raising, harvesting and/or
otherwise producing poultry or poultry products" on their property. This appeal presents the
question whether defendants' poultry operations constitute a "farm" as defined in the Right to
Farm Act, (RTFA), MCL 286.471 et seq., and, if it does, whether the RTFA preempts
enforcement of plaintiff 's zoning ordinance. We hold that while the RTFA does preempt the
enforcement of zoning ordinances that conflict with the RTFA, genuine issues of material fact
preclude summary disposition in this case. Accordingly, we affirm the trial court's denial of
defendants' counter-motion for summary disposition, reverse the trial court's order granting
summary disposition to plaintiff, and remand for further proceedings.
I. Basic Facts and Procedural History
In 1995, defendants purchased 1.074 acres of property in Shelby Township. A
farmhouse and two chicken coops were located on the property. The area surrounding the
It is undisputed that there were two poultry coops on defendants' property.
property was largely undeveloped. At the time of defendants' purchase, farming was a permitted
land use, but Shelby Township Zoning Ordinance § 9.10 restricted the size of farms as follows:
For the purpose of this section, the term "farm" shall mean the raising of
vegetables or the keeping of small farm animals, including poultry, for any
purpose, and shall have a minimum lot size of three acres.
In 1996, defendants purchased, and began raising, a flock of chickens using the preexisting chicken coops on their property. By 1998, the surrounding area began to be developed
and large homes were built near and adjoining defendants' property. Neighbors began to
complain to plaintiff about defendants' poultry operation. In 2002, plaintiff apparently sent a
letter regarding a complaint about the chickens to defendants.2 In a written response, Vikki
Papesh stated in relevant part:
We are maintaining the traditional and acceptable use of the existing
poultry barns to accommodate our meat and egg chickens. Each spring I purchase
approximately 50 day old chickens and raise them until they begin to lay in the
early fall, and then cull the older hens to maintain production. A few turkeys are
raised to provide meat. The meat is a significant and important part of our diet,
and the eggs are much coveted by us and by many of our family members, friends
and neighbors . . . .
* * *
We rely on our poultry, our dwarf orchard, our garden, and our hunting
harvests to sustain us throughout the year and are teaching our children traditional
skills and traditional values.
Tension between defendants and their neighbors regarding defendants' poultry operations
continued to mount. On June 28, 2004, several of the neighbors filed a petition with plaintiff
requesting that it
investigate the active and on-going maintenance of a chicken/turkey coop in the
northeast corner of the property, owned and operated by [defendants]. In addition
to the nuisance factor created by the persuasive odor, the unsightly appearance
and the continuing noise, there is an overriding safety concern caused by both
standing water and drainage.
On July 28, 2004, plaintiff filed its complaint mirroring the complaints contained in the
neighbors' petition and alleged that the coops constituted "a negligent public nuisance, a public
Although the parties repeatedly refer to this complaint, it is not contained in the lower court
nuisance in fact and a nuisance per se under M.C.L. 125.224."3 It also alleged that the
chicken/turkey coops were not in compliance with the Generally Accepted Agricultural and
Management Practices (GAAMPs) of the RTFA. Plaintiff also sought injunctive relief.
Plaintiff moved for summary disposition under MCR 2.116(C)(8) and (10), asserting that
defendants' poultry operation was in violation of the ordinance. In response, defendants argued
that plaintiff 's claims were barred by the RTFA and that plaintiff failed to exhaust its
administrative remedies because it did not file a complaint with the Michigan Department of
Agriculture (MDA). Defendants further asserted that plaintiff 's complaint was barred by laches
and failed to state a claim. Accordingly, defendants sought summary disposition in their favor
under MCR 2.116(C)(4), (8), or (10). In support of their motion, defendants submitted affidavits
asserting that they had sold and were continuing to sell eggs and surplus fruits and vegetables.
They also submitted a letter from the MDA stating in relevant part:
The Michigan Department of Agriculture (MDA) received a copy of your
updated Manure Management System Plan, soil test results, and manure test
results. The information was received at the request of MDA based on the review
of your agriculture management practices and to determine conformance with the
Generally Accepted Agricultural and Management Practices for Manure
Management and Utilization (Practices).
Upon review of the information, MDA has determined that your poultry
facility conforms to the Practices developed under the Right to Farm Act (PA 93
of 1981, as amended).
Plaintiff answered defendants' motion for summary disposition, arguing that the RTFA was not
applicable to defendants' farm because it was neither commercial nor in compliance with the site
selection GAAMPs. It argued that defendants' affidavits should be disregarded because they
conflicted with Vicky Papesh's prior statement.
In granting summary disposition in plaintiff 's favor, the trial court first determined that
that the poultry operation was a nuisance per se under the township ordinance prohibiting the
raising of farm animals on property that was less than three acres in size. It further determined
that the RTFA was inapplicable because the sales generated by defendants' poultry operations
did not "rise to the level required for the Right to Farm Act to even apply until at the earliest the
year 2000 and perhaps the year 2003." The trial court also denied defendants' counter-motion
for summary disposition.
II. Standards of Review
At oral argument, plaintiff conceded that its nuisance argument was limited to a "nuisance per
se" theory. Use of land in violation of an ordinance is a nuisance per se. MCL 125.587; High v
Cascade Hills Country Club, 173 Mich App 622, 629; 434 NW2d 199 (1988).
The trial court did not directly state the subsection of MCR 2.116(C) under which it
granted summary disposition to plaintiff. However, because the court looked beyond the
pleadings in deciding the motion, this Court reviews the motion as having been granted pursuant
to MCR 2.116(C)(10). Kefgen v Davidson, 241 Mich App 611, 616; 617 NW2d 351 (2000). We
review de novo a trial court's ruling on a motion for summary disposition under MCR
2.116(C)(10). Rose v Nat'l Auction Group, 466 Mich 453, 461; 646 NW2d 455 (2002). We
consider the pleadings and documentary evidence submitted by the parties in the light most
favorable to the party opposing the motion. Id. Summary disposition is appropriate if there is no
genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Id.
Whether a state statute preempts a local ordinance is a question of statutory
interpretation—a question of law that this Court reviews de novo. Michigan Coalition for
Responsible Gun Owners v Ferndale, 256 Mich App 401, 405; 662 NW2d 864 (2003). As our
Supreme Court has stated:
When interpreting statutory language, our obligation is to ascertain the
legislative intent that may reasonably be inferred from the words expressed in the
statute. When the Legislature has unambiguously conveyed its intent in a statute,
the statute speaks for itself, and judicial construction is not permitted. Because
the proper role of the judiciary is to interpret and not write the law, courts simply
lack authority to venture beyond the unambiguous text of a statute. [Koontz v
Ameritech Services, Inc, 466 Mich 304, 312; 645 NW2d 34 (2002) (citations
Defendants first argue that the trial court erred in denying their motion for summary
disposition because their operations were protected by the RTFA. Alternatively, they argue that
the trial court erred by granting summary disposition to plaintiff under MCR 2.116(C)(10)
because there was at least a genuine issue of material fact about whether their poultry operation
was protected by the RTFA. We find that, on the basis of this record, genuine issues of material
fact exist that preclude summary disposition for either party.
A. The Right To Farm Act
This Court has previously determined that "[t]he RTFA was implemented to protect
farmers from nuisance lawsuits." Travis v Preston (On Rehearing), 249 Mich App 338, 342; 643
NW2d 235 (2002). This Court has also noted:
The Legislature undoubtedly realized that, as residential and commercial
development expands outward from our state's urban centers and into our
agricultural communities, farming operations are often threatened by local zoning
ordinances and irate neighbors. It, therefore, enacted the Right to Farm Act to
protect farmers from the threat of extinction caused by nuisance suits arising out
of alleged violations of local zoning ordinances and other local land use
regulations as well as from the threat of private nuisance suits. [Northville Twp v
Coyne, 170 Mich App 446, 448-449; 429 NW2d 185 (1988).]
In particular, the RTFA, provides:
(1) A farm or farm operation shall not be found to be a public or private
nuisance if the farm or farm operation alleged to be a nuisance conforms to
generally accepted agricultural and management practices according to policy
determined by the Michigan commission of agriculture. Generally accepted
agricultural and management practices shall be reviewed annually by the
Michigan commission of agriculture and revised as considered necessary. [MCL
Thus, "[u]nder the RTFA, a farm or farming operation cannot be found to be a nuisance if it
meets certain criteria, such as conforming to 'generally accepted agricultural management
practices.'" Travis, supra at 342-343 (citations omitted).
The RTFA defines "farm," "farm operations," and "farm products" in MCL 286.472:
(a) "Farm" means the land, plants, animals, buildings, structure, including
ponds used for agricultural and aquacultural activities, machinery, equipment, and
other appurtenances used in the commercial production of farm products.
(b) "Farm operation" means the operation and management of a farm or a
condition or activity that occurs at any time as necessary on a farm in connection
with the commercial production, harvesting, and storage of farm products . . . .
(c) "Farm product" means those plants and animals useful to human
beings produced by agriculture and includes, but is not limited to, forages and sod
crops, grains and feed crops, field crops, dairy and dairy products, poultry and
poultry products . . . or any other product which incorporates the use of food,
feed, fiber, or fur, as determined by the Michigan commission of agriculture.
Both the definitions for "farm" and "farm operation" employ the terms "farm product"
and "commercial production." However, while the RTFA defines the term "farm product," it
does not define "commercial production." Thus, to discern the meaning of these provisions we
must first determine what is meant by the phrase "commercial production." Words that are not
defined by a statute will be given their plain and ordinary meanings, and a court may consult
dictionary definitions when ascertaining those meanings. Koontz, supra at 312. "Commercial"
is defined as "produced, marketed, etc., with emphasis on salability, profit, or the like," and
"production" is defined as "the act of producing; creation or manufacture." Random House
Webster's College Dictionary (1992). Thus, "commercial production" is the act of producing or
manufacturing an item intended to be marketed and sold at a profit.4
According to the plain language of the RTFA, a farm or farming operation cannot be
found to be a nuisance if it is commercial in nature and conforms to GAAMPs. MCL
286.472(b); 286.473(1); Belvidere Twp v Heinze, 241 Mich App 324, 331; 615 NW2d 250
(2000). The RTFA describes GAAMPs as "those practices as defined by the Michigan
commission of agriculture." MCL 286.472(d). Whether a farm conforms to the GAAMPs is
decided according to policies adopted by the Michigan Commission of Agriculture. Richmond
Twp v Erbes, 195 Mich App 210, 221; 489 NW2d 504 (1992); MCL 286.473(1).
Applying the RTFA to defendants' poultry operations, it is clear that the poultry raised on
defendants' property are "farm products" because they are useful to human beings and produced
by agriculture. The raising of poultry on defendants' property constitutes a "farm operation"
because it involves the "harvesting of farm products." However, if defendants' farm is to be
protected by the RTFA, it must be also be engaged in breeding, raising, and selling poultry for
commercial purposes as well as being in compliance with the appropriate GAAMPs as
determined by the commission. Upon review of the limited record in the lower court, we cannot
find, as a matter of law, that defendants' poultry operations were either commercial in nature or
in compliance with the applicable GAAMPs.
In support of its motion for summary disposition, plaintiff pointed to the 2002 letter
signed by Vikki Papesh and sent to plaintiff. In particular, Vikki Papesh indicated in the letter
that a few turkeys were being raised on the property to provide meat that "is a significant and
important part of our diet" and that eggs laid by the chickens on the property "are much coveted
by us and by many of our family members, friends and neighbors . . . ." She further wrote, "We
rely on our poultry, our dwarf orchard, our garden, and our hunting harvests to sustain us
throughout the year and are teaching our children traditional skills and traditional values."
Plaintiff submits that the clear inference of these statements, coupled with the lack of any direct
reference to commercial activity such as selling meat or eggs from the poultry for profit, is that
defendants were not engaged in a commercial enterprise; rather, they were merely raising poultry
to be consumed by their own family. Plaintiff contends that these statements, viewed in a light
most favorable to plaintiff, could reasonably support a finding that the poultry operation was not
in any part a commercial enterprise and thus was not a "farm" or "farm operation" within the
meaning of MCL 286.473(1).
To the contrary, we conclude that defendants submitted evidence that could support a
finding that the poultry operation was at least partially commercial in nature. In particular,
defendants asserted in separate affidavits that they were "currently selling an average of forty[-]
two dozen eggs per week and the expected annual gross income for the fiscal year from
Contrary to the trial court's determination that the sales generated by defendants' poultry
operation did not "rise to the level required for the right to farm act to even apply," there is no
minimum level of sales that must be reached before the RTFA is applicable.
September 2004-August 2005 is approximately about $3,500. Plainly, if credited as true by a
fact-finder, such testimony from defendants would support the opposite conclusion, i.e., that the
poultry operation was at least in part a commercial operation that could potentially be protected
under the RTFA.
Plaintiff argues that the statements in defendants' affidavits indicating there was a
commercial aspect to the poultry operation should be disregarded because they attempt to create
a genuine issue of material fact by contradicting Vikki Papesh's statements in the 2002 letter.
However, the cases plaintiff cites in support of its assertion that the statements in the affidavits
should be disregarded are distinguishable from this case because each of those cases involved
disregarding an affidavit to the extent that it attempted to contradict answers given by a party or
other witness during deposition testimony.5 Obviously, Vikki Papesh's statements in the letter
are not sworn testimony. We decline to extend the general rule against contradicting deposition
testimony with an affidavit in the summary disposition context to prevent a party from
contradicting statements that were not made under oath or as part of legal proceedings.
Moreover, the statements in the affidavits regarding a commercial aspect to the poultry
operation do not directly contradict the statements in the letter. Further, the letter was sent in
2002, but plaintiff did not file its complaint until 2004. It is possible that, even if the poultry
operation on defendants' property had no commercial aspect in 2002, defendants expanded it to
involve a commercial operation by the time of their affidavits in 2004. Because the evidence
produced in the trial court is capable of supporting different conclusions and creates a question
of fact about whether defendants' poultry operation was commercial, the trial court erred in
granting summary disposition to plaintiff.6
Additionally, there is a genuine issue of fact concerning whether defendants' poultry
operations complied with the applicable GAAMPs. Plaintiff submits that it was entitled to
summary disposition on this ground because the poultry operation violated the site selection
GAAMPs for livestock production facilities. But it is unclear from this record whether the site
selection GAAMPs even apply to defendants. Site selection GAAMPs were promulgated in
2000 and only apply to new and expanding farms. If defendants were operating a farm in a
manner protected by the RTFA before 2000, the site selection GAAMPs would not be
applicable. Additionally, they define livestock production facilities as "all facilities where farm
animals . . . are confined with a capacity of 50 animal units or greater and/or the associated
In support of its argument, plaintiff cites Kaufman & Payton, PC v Nikkila, 200 Mich App
250, 254-257; 503 NW2d 728 (1993); Griffith v Brant, 177 Mich App 583, 587-588; 442 NW2d
652 (1989); Peterfish v Frantz, 168 Mich App 43, 54-55; 424 NW2d 25 (1988).
Plaintiff further asserts that the trial court considered testimony by Vikki Papesh at the motion
hearing and considered her credibility in determining whether to grant summary disposition.
Plaintiff suggests that we consider this a factual finding and review it for clear error. We reject
this argument as a matter of law because a trial court may not make factual findings in deciding a
summary disposition motion. Jackhill Oil Co v Powell Production, Inc, 210 Mich App 114, 117;
532 NW2d 866 (1995).
manure storage facilities." It appears to be undisputed that the number of animals kept as part of
defendants' poultry operation was less than fifty animal units.7
We also reject defendants' argument that they have established as a matter of law that
their operation complies with all applicable GAAMPs. In support of this assertion, defendants
rely on the MDA's letter, in particular, its statement that the "MDA has determined that your
poultry facility conforms to the Practices developed under the [RTFA]." However, read in
context, this statement follows an introduction explaining that it was based on a review of
whether the operation complied with the GAAMPs for manure management and utilization.
Thus, we conclude that the MDA indicated with this statement that the poultry operation
complied with that particular GAAMP, not as a certification of compliance with all applicable
In sum, the trial court erred in granting summary disposition in plaintiff 's favor because
it did not establish that it was entitled to judgment as a matter of law. However, the trial court
did not err in denying summary disposition to defendants. On the basis of this record, we
conclude that factual issues remain regarding whether the poultry operation is at least in part
commercial in nature and whether it is in compliance with the GAAMPs. Accordingly, we
remand for further proceedings. To conserve judicial resources, we next address the other issues
raised in this appeal that will affect the proceedings on remand.
Defendants argue that, if their poultry operation is commercial in nature and in
compliance with the relevant GAAMPs, the RTFA preempts plaintiff 's ordinance. Plaintiff
argues to the contrary that, irrespective of the farm's commercial nature or compliance with the
GAAMPs, the RTFA is inapplicable because, at the time defendants initiated their poultry
operation, farming was prohibited on property of less than three acres.
State law preempts a municipal ordinance where the ordinance directly conflicts with a
state statute or the statute completely occupies the field that the ordinance attempts to regulate.
Rental Prop Owners Ass'n of Kent Co v Grand Rapids, 455 Mich 246, 257; 566 NW2d 514
(1997). A direct conflict exists when the ordinance permits what the statute prohibits or the
ordinance prohibits what the statute permits. People v Llewellyn, 401 Mich 314, 322 n 4; 257
NW2d 902 (1977).
The RTFA, specifically MCL 286.474(6) provides:
Beginning June 1, 2000, except as otherwise provided in this section, it is
the express legislative intent that this act preempt any local ordinance, regulation,
or resolution that purports to extend or revise in any manner the provisions of this
According to the GAAMPs, fifty animal units would be 5,000 laying hens or broilers or 2,750
act or generally accepted agricultural and management practices developed under
this act. Except as otherwise provided in this section, a local unit of government
shall not enact, maintain, or enforce an ordinance, regulation, or resolution that
conflicts in any manner with this act or generally accepted agricultural and
management practices developed under this act. [Emphasis added.]
The language of the statute is unambiguous. It clearly states that a local ordinance is
preempted when it purports to extend or revise the RTFA or GAAMPs. It further plainly states
that a local unit of government shall not enforce an ordinance that conflicts in any manner with
the RTFA or GAAMPs. It is undisputed that plaintiff 's Ordinance § 9.10(A), which was in force
when defendants bought the property in 1995, prohibited raising poultry on a parcel smaller than
three acres. It is also undisputed that the property did not exceed 1.074 acres. The relevant
GAAMPs provide for the proper management practices for poultry farming, including, but not
limited, to facilities, manure management and care of chickens and turkeys. Plaintiff has not
produced, and we are unable to find, any GAAMP that limits poultry farming to property
consisting of more than three acres. As we concluded above, if defendants' farm is commercial
in nature and in compliance with the GAAMPs, it is a farm operation protected by the RTFA.
The ordinance conflicts with the RTFA to the extent that it allows plaintiff to preclude a
protected farm operation by limiting the size of a farm.
Further, as we previously noted, MCL 286.474(6) expressly provides that "a local unit of
government shall not . . . enforce an ordinance that conflicts in any manner with this act . . . ."
(Emphasis added). We cannot imagine any clearer expression of legislative intent. The plain
language of the RTFA precludes enforcement of an ordinance that conflicts with the RTFA.
Although plaintiff argues that application of the RTFA under these circumstances will prevent
local municipalities from "get[ting] their arms around" farms operating in existing or developing
residential areas, the fact that the statute appears to be unwise or unfair to plaintiff is insufficient
to permit judicial construction. The wisdom of a statute is for the determination of the
Legislature, and the law must be enforced as written. Smith v Cliffs on the Bay Condo Ass'n,
463 Mich 420, 430; 617 NW2d 536 (2000). "A court may not inquire into the knowledge,
motives, or methods of the Legislature," Fowler v Doan, 261 Mich App 595, 599; 683 NW2d
682 (2004), and may not impose a construction on a statute on the basis of a policy decision
different from that chosen by the Legislature, Robertson v DaimlerChrysler Corp, 465 Mich 732,
752; 641 NW2d 567 (2002). Accordingly, the RTFA no longer allows township zoning
ordinances to preclude farming activity that would otherwise be protected by the RTFA. Rather,
any township ordinance, including a zoning ordinance, is unenforceable to the extent that it
would prohibit conduct protected by the RTFA.8
This conclusion does not leave a local government without recourse if it has public safety
concerns that it seeks to address by ordinance. MCL 286.4774(7) provides:
A local unit of government may submit to the director a proposed
ordinance prescribing standards different from those contained in generally
Defendants also argue that plaintiff 's attempt to enjoin them from continuing the poultry
operation is barred by the equitable doctrine of laches. Laches may apply to bar an attempt to
abate a zoning ordinance violation. Yankee Springs Twp v Fox, 264 Mich App 604, 612; 692
NW2d 728 (2004). However, it would be premature, at this juncture, for us to consider whether
plaintiff 's attempt to abate the poultry operation is barred by the doctrine of laches. By entering
judgment in plaintiff 's favor, the trial court must have implicitly concluded that plaintiff 's claim
was not barred by the doctrine of laches as argued by defendants below. But the trial court did
not articulate any factual findings to support such a conclusion. This is critical because, while a
trial court's decisions regarding application of the equitable doctrine of laches are reviewed de
novo, its findings of fact supporting such a decision are reviewed for clear error. Id. at 611.
Application of the doctrine of laches requires a passage of time and a change in condition that
would make inequitable the enforcement of a claim against a defendant. Id. at 612. In this
regard, defendant has the burden of proving that lack of due diligence by plaintiff prejudiced
defendant. Id. Without findings of fact regarding when plaintiff was first placed on notice of the
poultry operation and the effect on defendants of being forced to discontinue this activity, we
cannot determine whether defendants would be prejudiced so that it would be inequitable to
allow plaintiff to enforce a claim to enjoin the poultry operation. Accordingly, we direct the trial
court to address the issue of laches on remand if it is necessary to do so in order to properly
resolve this case.
D. Administrative Remedies
Defendants further argue that they were entitled to summary disposition because plaintiff
failed to exhaust its administrative remedies under the RTFA by filing a complaint with the
MDA regarding the poultry operation. Whether a court has subject-matter jurisdiction is a
question that this Court reviews de novo. Papas v Gaming Control Bd, 257 Mich App 647, 656657; 669 NW2d 326 (2003). We reject this argument because it presupposes that defendants'
activities were clearly protected by the RTFA. However, as set forth above, there is a genuine
issue of material fact regarding whether defendants were engaged in commercial activity as
required for the RTFA to apply. Thus, defendants could not have been entitled to summary
disposition based on plaintiff 's failure to exhaust administrative remedies under the RFTA given
that it has not been definitively established that the RTFA applies to the poultry operation at
E. Failure to State a Claim
Finally, defendants argue that the trial court erred by failing to grant their motion for
summary disposition under MCR 2.116(C)(8) on the ground that plaintiff failed to state a claim
accepted agricultural and management practices if adverse effects on the
environment or public health will exist within the local unit of government. . . .
on which relief could be granted. We disagree. In considering whether a party is entitled to
summary disposition under MCR 2.116(C)(8), we assume that all factual allegations in the
nonmoving party's pleadings are true and decide if there is a legally sufficient basis for the claim.
Salinas v Genesys Health System, 263 Mich App 315, 317; 688 NW2d 112 (2004). Plaintiff 's
complaint alleged in part that a poultry coop on defendants' property constituted a nuisance per
se under MCL 125.224. It is undisputed that the township zoning ordinance would prohibit the
poultry operation if defendants are not protected under the RTFA. If, as a result of further
factual development or resolution by trial or otherwise of disputed factual issues, defendants
ultimately prevail on remand in their argument that the relevant township ordinance is preempted
by the RFTA, this would not mean that plaintiff failed to state a claim for the purposes of MCR
2.116(C)(8), but, rather, that defendants established a meritorious defense to the claim.
We reverse the trial court's order granting summary disposition in plaintiff 's favor, affirm
the order denying defendants' counter-motion for summary disposition, and remand this case for
further proceedings consistent with this opinion. We do not retain jurisdiction.
/s/ Kirsten Frank Kelly
/s/ David H. Sawyer
/s/ Kurtis T. Wilder