Complaint

Case 5:23-cv-01739-HNJ Document 1 Filed 12/20/23 Page 1 of 31 FILED
2023 Dec-21 AM 09:24

U.S. DISTRICT COURT
N.D. OF ALABAMA
IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ALABAMA
NORTHEASTERN DIVISION
ALABAMA FARM CREDIT, ACA, )

)
Plaintiff, )
)
v. ) CIVIL ACTION NO:
)
DUSTIN KITTLE, )
)
Defendant. )
COMPLAINT
Plaintiff Alabama Farm Credit, ACA (“AFC”) files this Complaint against
Defendant Dustin Kittle (“Kittle”), and states as follows:
INTRODUCTION
1. Located in Cullman, Alabama, AFC (sometimes referred to as the
“Association”) is an agricultural credit association originally founded in 1916 as part
of the Farm Credit System and now organized and chartered pursuant to the Farm
Credit Act of 1971. AFC makes loans to farmers and others working in the
agricultural industry, primarily in North Alabama. As with other agricultural credit
associations chartered under the Farm Credit Act, AFC’s borrowers become
stockholders in AFC. AFC currently has 3,339 stockholders/borrowers. As a local
lender, AFC depends heavily upon its good reputation to further its mission to
Case 5:23-cv-01739-HNJ Document 1 Filed 12/20/23 Page 2 of 31
provide credit and financial services to the North Alabama agricultural community
and a return to its borrowers/stockholders.
2. Defendant Dustin Kittle (“Kittle”) is a disgruntled former borrower
(and also an attorney licensed in both Alabama and Tennessee) who has improperly
engaged in a campaign of making false and misleading communications to AFC’s
stockholder/borrowers, its former and prospective borrowers, AFC’s regulators, and
the agricultural credit community, generally, defaming AFC’s executive leadership,
its employees, and its Board of Directors in an effort to harm AFC and ultimately,
in his words, “takeover” AFC and develop a “new AFC.” His actions include daily
and sometimes hourly posts on his “verified” Facebook page, where he harasses,
threatens, and posts pictures of AFC’s Board members, executive team, and
employees, even posting the location of the homes of two executives for those that
follow his account, who have, in turn, encouraged Kittle with statements sometimes
implying violence.
3. In furtherance of his scheme to create a “new AFC,” in a December 1,
2023 letter (the “December 1 Letter”) Mr. Kittle—who, as a former borrower, is not
a current stockholder in AFC—has now purported to request and call a special
meeting of AFC’s stockholders for December 29, 2023, at AFC’s headquarters in
Cullman, Alabama and has stated that he will “be there with a quorum [i.e., 15
Voting Stockholders].” Kittle has announced that he intends to hold votes to remove
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the Board of Directors, executive management, suspend all foreclosures, and change
other AFC business policies. However, Mr. Kittle, as a former stockholder, cannot
request or call a meeting of the stockholders, and, regardless, the meeting Mr. Kittle
has requested and purports to call has not been requested, called, or noticed in
accordance with AFC’s Bylaws.
4. In an effort to remediate any confusion caused by Kittle’s actions, AFC
stated in a letter to its stockholders that AFC would not be holding a meeting of its
stockholders on December 29, 2023, and any meeting held by Kittle will be of no
force or effect. AFC provided Kittle with a copy of its letter to the stockholders and
cautioned Kittle against further improper actions, noting that his actions had already
caused considerable harm and expense and would continue to do so unless he
immediately ceased his improper actions. But Kittle has nonetheless persisted in his
efforts to confuse and mislead AFC’s stockholders and the general public into
believing that the “meeting” will proceed.
5. In this Complaint, AFC asks the Court to enter a preliminary and
permanent injunction enjoining Kittle from purporting to hold a meeting of AFC’s
stockholders on December 29, 2023, or any other meeting borne out of the December
1 Letter, as such a meeting has not been requested or called in accordance with
AFC’s Bylaws. AFC also seeks a declaratory judgment that any actions or votes
taken at such an illegitimate meeting are of no force and effect. Finally, AFC seeks
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damages for the harm Kittle has caused to its business reputation and its relationships
with its stockholders, employees, and current and prospective borrowers.
THE PARTIES, JURISDICTION & VENUE
6. This Court has subject matter jurisdiction pursuant to 28 U.S.C. §1332
(i.e., diversity jurisdiction).
7. The amount in controversy exceeds $75,000, exclusive of interest and
costs.
8. AFC is a federally charted entity with a principal place of business at
300 2nd Ave SW, Cullman, Alabama 35055. Pursuant to 12 U.S.C.A. § 2258, AFC
is therefore a citizen of the State of Alabama for the purposes of diversity
jurisdiction.
9. Defendant Kittle is domiciled and resides in Columbia, Tennessee.
Defendant Kittle is therefore a citizen of the State of Tennessee for the purposes of
diversity jurisdiction.
10. This Court has personal jurisdiction over Kittle pursuant to Ala. R. Civ.
P. 4.2(a)(2)(A)-(I). Among other things, Kittle claims to represent a group of
stockholders located in Alabama, Kittle has called for a meeting of AFC’s
stockholders in Alabama, Kittle has intentionally directed his actions and numerous
communications into Alabama, and Kittle has caused harm in Alabama that Kittle
anticipated or should have anticipated would be suffered in the State of Alabama.
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11. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1391(b).
FACTUAL ALLEGATIONS
A. Kittle’s campaign to defame and harm AFC
12. In September 2023, despite the fact that Kittle paid off his loans and
had not been a borrower of AFC for more than 18 months, Kittle made it clear in
social media posts that he harbored ill feelings towards AFC’s management. Kittle
is not just posting for family and friends. Kittle maintains a “verified” public profile
on Facebook as a supposed “writer” and “rising creator.”1 Below are just a few
examples of Facebook posts made by Kittle that demonstrate his animosity:
a. “Do I want CEO Mel Koller and CRO Jody Campbell to lose their
homes? Yes, I do – and that ain’t pretty. It’s what they deserve, for
the hell they’ve put me and a whole lot of others through.” (Posted
to Facebook on September 26, 2023.)
b. “[T]here is also an executive who is as corrupt of an individual as I
have come across in 17 years of practicing law, which is really
saying something… I’ll devote the immediate future of my legal
career into getting that corrupt officer ousted before he tries to take
another family farm. He actually visited my farm a few years back
and I’m not so sure it wasn’t the first time he had ever stepped in
cow [expletive]. He’s stepped in a lot bigger piles since then though.
If you enjoy watching a bully get popped back in the mouth, don’t
change that channel.” (Posted to Facebook on September 20, 2023.)
c. “I want these people to be shamed; they deserve to be shamed for
what they’ve done to me and what they’ve done to others.” (Posted
1
See https://www.facebook.com/people/Dustin-Kittle/100092978197143/
5
13. Fueled by this grudge, Kittle concocted a scheme to gain notoriety and
improperly interfere with the business of AFC, remove the Association’s current
executive team, and create a “new AFC” by pressuring, harassing, or ultimately
removing AFC’s Board of Directors.
14. In aid of this scheme, Kittle fabricated a story that he could foist on
AFC’s current and prospective customers, stockholders, the agricultural credit
community, and the public at large, that AFC had coerced and extorted him in
connection with his prior loans, and, by implication, AFC must be doing the same
thing to other borrowers. This story has since grown to include numerous other false
claims against AFC.
15. Building on his false narrative and relying on his status as an attorney
to lend credibility to his false claims, Kittle has made numerous false statements
with malicious intent on a daily and at times hourly basis in an effort to defame and
harass AFC, its Board of Directors, executive team, and employees. Below are a
few examples:
a. “I have evaluated a considerable number of AFC loans, enough to

know the problems are widespread and many involved the same
scheme.” (Posted to Facebook on November 12, 2023.)
b. “I know there are a lot of people sitting there right now who have no
idea they may have a ticking time bomb in those loan documents.”
(Posted to Facebook on November 12, 2023.)
c. Referring to the manner in which AFC employees “have
[supposedly] been separated from their employment,” Kittle
claimed that AFC’s actions were “illegal” and “not just wrong, it’s
6
so wrong that we are reaching the point where I’m not gonna be the
only one doing the paddling. This is one of those deals where the
teacher is gonna paddle them and then when they get home to
momma and daddy, they’re gonna bust their ass on top of it. I’ve
had it with this corrupt bull[expletive]. They are ruining people’s
lives.” (Posted to Facebook on September 27, 2023.)
16. Kittle also attacked the Board of Directors. Below are a couple
examples:
a. Kittle told the Directors: “I will make every one of your lives as
miserable as you have made mine and these other borrowers – at
least until I think the point has been made, then I’m gonna have the
shareholders’ vote you out and sue you.” (Posted to Facebook on
September 30, 2023.)
b. “I’m not extorting you all like you did to me. I have every right to
say the things I am saying - and why? Because they are true. What I
am going to do is break you all the way you could not break me –
you’ll either kill me before this is over or you’ll quit, or maybe both.
But everyone is watching you right now with your pants around your
ankles and your lawyer won’t let you pull them back up.” (Posted
17. In an attempt to improperly pressure AFC’s Board of Directors into
terminating AFC’s current CEO, Kittle also threatened baseless legal claims directly
against AFC’s Directors in their individual capacities and then asserted that he would
“release” them from liability if they publicly fire AFC’s Chief Executive officer “by
day’s end.” (Posted to Facebook on October 2, 2023.)
18. When the Directors did not respond to his demands, Kittle continued to
attack them individually. Below are a few examples:
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a. Kittle made menacing comments like: “I can… still make [the

Directors] wake up each day with me as the first thing on their
mind.” (Posted to Facebook on October 3, 2023.)
b. Kittle called out the Directors by name and published their photos
on Facebook and stated: “May god have mercy on every single one
of them because I sure as hell won’t have any.” (Posted to Facebook
on October 13, 2023.)
c. Kittle stated: “Now that you know how hard you Directors got
played by the Officers and Lawyer you hired, you’ve got 48 hours
to get your sh_t together or you will all be sued in federal court. And
it will not just be in your official capacity as a Director… I’m going
to sue every one of you in your personal, individual capacity.”
(Posted to Facebook on November 20, 2023.)
19. Despite threatening legal action, Kittle has also stated that he cannot
file a lawsuit because it “might just could draw a judge they [AFC] been sipping
bourbon with down at the lodge.” (Posted to Facebook on November 8, 2023.)
20. Kittle also falsely suggests that AFC might actually direct physical
harm or violence against him or others:
a. “Does anyone think I want to risk my life by calling out people over
multi-million dollar business transactions?” (Posted to Facebook on
September 21, 2023.)
b. “If I walk outside… and get dropped by the man on the grassy knoll,
we can all agree that, at this point, I’ve won, right?” (Posted to
Facebook on September 26, 2023.)
c. “I’ll always look over my shoulder and wonder if one of these
people… is waiting to cause me or my family harm.” (Posted to
Facebook on October 13, 2023.)
21. Not surprisingly, Kittle’s inflammatory statements have incited
vigilante sentiments. One internet audience member responded that AFC’s lawyer
is a “POS crook.” Kittle replies: “yes he is.” (Posted to Facebook on October 11,
8
2023.) Another responded: “Dustin your dad and my friend and classmate would
have beat his eyes out of the back of his head?” Kittle’s reply: “You are exactly
right.” (Posted to Facebook on October 12, 2023.) Kittle has also stated that he has
to be restrained by others, stating: “My wife has literally had to hide my truck keys
from me.” (Posted to Facebook on December 15, 2023.) He has also posted the
location of AFC executives’ homes. (Posted to Facebook on December 2, 2023.)
B. Kittle purports to hold an online stockholders’ vote
22. In October 2023, Kittle also began to state that he would hold a
stockholders’ “vote” to remove the Board of Directors on December 1, 2023. Kittle
promised that stockholders could vote online to remove and replace the current
Board of Directors and the officers of AFC. While Kittle stated that the “specifics as
to the voting process” would later be announced, he indicated that after the vote, he
would deliver to AFC’s Corporate Secretary a letter stating: “An independent
accounting of the votes of the stockholders has been conducted and there are 350
votes in favor of removing and replacing the current Officers and Directors of
Alabama Farm Credit.” He further stated that “[n]ew leadership” would then be
installed. (Posted to Facebook on October 27, 2023.)
23. In addition to soliciting anonymous and invalid secret “votes” on the
internet, Kittle directly contacted AFC’s current and former borrowers/stockholders
by text messages. To accomplish this, Kittle apparently used an out-of-date list of
9
AFC stockholders’ names and addresses that he had obtained over two years earlier
when he was an AFC stockholder, despite having personally certified, when he
obtained this list, that he would not use it to pursue a personal claim or to redress a
personal grievance. In violation of his prior agreement with AFC and in violation
of federal regulations, Kittle misused this list to further obtain by his own efforts the
cell phone numbers of the individuals on the list and then target those former and
current AFC stockholders with misleading text and audio messages that repeat the
many lies and distortions he has published on the internet, and which have also
reached non-borrowers in the community and minor children of borrowers.
24. Similar to his internet solicitations, Kittle’s text messages to specific
persons named on this outdated stockholder list misleadingly represented that the
text recipient may simply text him a “thumbs up” to vote out AFC’s Board of
Directors.
25. A number of AFC stockholders have expressed to AFC that they are
upset and feel harassed by Kittle’s efforts to contact them directly in furtherance of
his illegal campaign and want Kittle’s harassment to stop.
26. On or around November 28, 2023, Kittle announced on his Facebook
page that the vote on December 1st would not occur. Rather, Kittle announced that
his self-invented “meeting of stockholders” would be postponed until December 29,
2023, and falsely told AFC’s stockholders that they would be called upon to vote to
10
remove the AFC Board of Directors and officers and install new leadership while
suggesting he would add more demands “that must be addressed.” (Posted to
Facebook on November 28, 2023.)
C. Kittle purports to request and call a stockholders’ meeting for

December 29, 2023, at AFC’s headquarters in Cullman, Alabama
27. Kittle next sent a letter dated December 1, 2023, (the “December 1
Letter”) to Mel Koller, Chief Executive Officer of AFC, and Dr. Mattthew J.
Christjohn, Chairman of the Board of AFC, with a subject line that states “Re:
Petition and Notice of Meeting of the Stockholders to Occur on Dec. 29, 2023.”2
AFC did not receive the December 1 Letter until December 8.
28. In his letter, Kittle stated that he was providing Mr. Koller and Dr.
Christjohn with “notice that a meeting of the stockholders has been called to occur
on Friday, December 29, 2023.” He indicated that he represented 185 unidentified
stockholders, which he asserted constituted 5% of AFC’s stockholders.
29. Kittle further stated that the “full scope and purpose of the stockholder
meeting [would] be provided…” but that before “adjournment” the “members”
intend:
a. “To take an advisory vote as to senior management compensation;

admonishing any future increases in pay which exceed the increase
to member borrowers in a patronage return;”
2
A copy of Kittle’s December 1 Letter is attached hereto as Exhibit 1.
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b. “To remove the current Board of Directors in order to allow for a

fair and independent election of new management to lead this
institution forward; and”
c. To amend the By-Laws to prohibit senior management from
implementing any policies which withhold borrower funds in excess
of current loan obligations (e.g., poultry loans).”
30. Kittle knows that as a former stockholder, he has no right to request a
meeting of the stockholders, and he also knows that his purported notice and petition
do not comply with AFC’s Bylaws, which govern the process for calling a special
meeting of the stockholders.
31. Under the Association’s Bylaws, special meetings of the stockholders
“may be called by the chairman of the board or the chief executive officer, and shall
be called by the chief executive officer or secretary at the request in writing of a
majority of the Board or at the request in writing of at least ten (10) percent of the
Voting Stockholders.” (See AFC’s Bylaws at Section 300.2.)3 Kittle’s letter does
not even purport to be a written request of 10% of the stockholders. Kittle instead
asserts to only have the support of 5% of the stockholders. Regardless, Kittle did
not identify what stockholders he supposedly represents or in what capacity, the
petition/request is not signed by any stockholders, and consent to the petition was
supposedly obtained by members of the public merely providing a thumbs up on
Facebook or in response to a text.
3
Excerpts from AFC’s Bylaws are attached hereto as Exhibit 2.
12
32. Indeed, Kittle acknowledged in his letter that AFC’s Bylaws required a
written request from 10% of the stockholders. Kittle, however, maintained that 5%
was sufficient because AFC’s 2022 Annual Report included a disclosure relating to
a long-since repealed Farm Credit Administration (“FCA”) regulation providing that
AFC would hold an advisory vote on executive compensation if 5% of the
stockholders submitted a petition or a particular senior officer group’s compensation
increased by 15%.
33. Kittle maintained that because he purportedly represented 5% of the
stockholders, and AFC’s 2022 Annual Report included a disclosure showing that the
total compensation for senior officers and other employees had increased by more
than 15%, AFC had to hold a meeting of the stockholders.
34. Setting aside the fact that Kittle had not identified any stockholders that
had purportedly petitioned for an advisory vote, any purported petition was not
signed by any stockholders, and his calculation of senior officer compensation was
inconsistent with the underlying regulation and guidance from the FCA, nothing in
the Annual Report or AFC’s Bylaws requires AFC to call a special meeting of the
stockholders at a time and place dictated by stockholders, let alone a non-
stockholder, in violation of the Bylaws. (See Annual Report at page 58.)4
4
An excerpt from AFC’s 2022 Annual Report is attached hereto as Exhibit 3.
13
35. After posting his December 1 letter on Facebook, Kittle continued to
post on Facebook that stockholders simply must text “I’m in” to a phone number for
their vote to be counted with regards to calling a special stockholder meeting. For
example, Kittle posted the following on December 1:
36. Kittle continued to claim that his special stockholder meeting would be
held on Friday December 29, 2023, despite the fact that neither he nor the AFC
stockholders that he purports to represent had followed AFC’s Bylaws with respect
to calling special stockholder meetings, and he continued to make false statements.
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37. As just one example, on December 8, 2023, Kittle posted on Facebook:
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38. As another example, on December 9, 2023, Kittle posted on Facebook:
39. In an effort to mitigate the harm Kittle’s ongoing campaign to defame
AFC was causing on AFC’s relationships with its borrowers/stockholders,
prospective borrowers, and employees and the reputational harm to AFC, AFC’s
Chairman, Dr. Matthew Christjohn, issued a letter to the stockholders assuring the
stockholders that Kittle’s statements were false and affirming the Board’s support
for AFC’s management and employees and that AFC remained focused on its
business.5
40. After seeing the letter, Kittle continued to spread more lies. In a
Facebook post on December 8, 2023, Kittle falsely stated that “a federal
5
A copy of Dr. Christjohn’s letter is attached as Exhibit 4.
16
investigation was conducted into the activities of Alabama Farm Credit that resulted
in findings and conclusions being issued identifying violations of federal law and
regulations.” He also stated: “I’ll tell you where my focus is Matthew [referring to
Dr. Christjohn]: Firing your ass on December 29th before you hurt someone else.”
41. On December 12, 2023, despite being reminded of his ethical obligation
as an attorney to not directly contact represented parties6, Kittle sent an email to Mr.
Koller and Dr. Christjohn asserting that while he had received no response from
AFC to his December 1 letter, the meeting would go forward on December 29,
2023.7 In this email, Kittle now stated that he represented one stockholder (not 10%
of the voting stockholders) “who is willing to put their name forward,” but he did
not state who this stockholder was or in what capacity he represented this
unidentified stockholder.
42. In the same email, Kittle then continued to misstate AFC’s Bylaws and
the fact that the requisite number of stockholders had requested a meeting in writing
and demanded that AFC send notice of the meeting to the stockholders or that AFC
should provide a list of stockholders, and he would send notice and that “legal action
will be taken to protect the interest of the stockholders.”
6
Kittle has been reminded of this multiple times, including in an August 11, 2023
letter wherein AFC’s counsel requested that Kittle cease his improper activities. A
copy of that letter is attached as Exhibit 5.
7
A copy of Kittle’s December 12, 2023 email is attached as Exhibit 6.
17
43. On December 12, 2023, spreading more lies in a further effort to garner
support for his improper meeting, Kittle conducted a “Facebook live” event wherein
he read selected passages from a June 12, 2023 letter he had received from the FCA
in response to a 2021 complaint he made against AFC. Among other false
statements:
a. Kittle referred to the letter as a “report of findings and conclusions”

and the result of a “federal investigation,” and accused AFC of
“concealing” this “federal investigation” from its stockholders,
when, in truth, it was a routine response to a consumer complaint
that contained no findings of wrongdoing by AFC.
b. Referring to Dr. Christjohn’s letter to the stockholders, Kittle stated:
“There is this report of findings and conclusions. I have went [sic]
through all, the entirety of that. For Matthew Christjohn to be telling
people that none of this is based on reality as you can see is a
lie.” Kittle had not, however, read to his audience the “entirety” of
the report. Instead, he read selected portions thereby misleading his
audience.
c. Kittle asserted: “We have identified the same violations referenced
in the June 12, 2023 federal agency findings when reviewing the
loans of other AFC borrowers.”
d. Kittle asserted that rather than address the supposed violations, AFC
“chose retaliation, coercion, and ultimately extortion over doing
what was right.”
e. Referring to the purported stockholder meeting, Kittle stated, “keep
in mind on December 29 which is a Friday at that we can, we can
vote to remove these guys.”
44. On December 14, 2023, Kittle sent another email to Mr. Koller and Dr.
Christjohn asserting that they had “not objected to [his] submitting this request for
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notice of the December 29, 2023 Stockholders’ meeting.”8 He now asked Mr. Koller
and Dr. Christjohn to send a notice and agenda to the stockholders, which he had set
forth in the body of the email. He asserted: “In the event you refuse and/or fail to
mail this Official Notice by close of business today, Thursday, December 14, 2023,
you will be in violation of those aforementioned legal obligations; and legal action
will be taken in order to remove you from serving in any official capacity as an
Officer or Director of Alabama Farm Credit, ACA.”
45. The agenda called for, among other things, secret ballots to: (1) remove
the Board of Directors; (2) terminate outside legal counsel; and (3) stay all pending
foreclosure actions. The agenda also called for a review of a plan to “implement
new management for the Association.”
46. On December 15, 2023, Kittle posted on Facebook that he had not
received a response from Mr. Koller and Dr. Christjohn and complained that they
would not mail out his notice and stated: “But on Friday, December 29, 2023, at
10:00 am, I can tell you right where I’ll be - I’ll be in Cullman, Alabama, and whether
they want to mail those Notices or not, I’ll be bringing a quorum with me [i.e., 15
stockholders], and there will be a vote taken.”
47. Later that day on December 15, 2023, AFC issued a letter to all
stockholders in an effort to assure the stockholders that Kittle’s attempt to call a
8
A copy of Kittle’s December 14, 2023 email is attached as Exhibit 7.
19
stockholder meeting was improper and invalid, that there would be no meeting of
the stockholders on December 29, 2023, and any actions taken at such a meeting
would be invalid.9 That letter was posted on AFC’s website and Facebook page.
48. That same day, AFC’s counsel also sent a letter to Mr. Kittle.10 Counsel
attached the letter to the stockholders, cautioned Kittle against further improper
actions, noting that his actions had already caused considerable harm and expense
and would continue to do so unless he immediately ceased his improper actions, and
reminded Kittle of his ethical obligations as an attorney to not directly contact
represented parties.
49. Shortly after seeing the letter to the stockholders on AFC’s Facebook
page, Kittle posted that Mr. Koller and Dr. Christjohn were “lying, corrupt cowards”
and stated: “I’ll see everyone in Cullman, Alabama on December 29, 2023 at 10 am.
There’s a storm coming that they are not in any way prepared for.” (Posted to
Facebook on December 15, 2023.)
50. Kittle then took to ridiculing an AFC employee who voiced support for
the current Board in a Facebook post. In his own Facebook post, Kittle called this
9
A copy of AFC’s December 15, 2023 letter to the stockholders is attached as
Exhibit 8.
10
A copy of AFC’s counsel’s December 15, 2023 letter to Kittle is attached as
Exhibit 9.
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employee “trash,” stated that he had “added a new defendant to the case,” and the
employee should be “scared.” (Posted to Facebook on December 15, 2023.)
51. The next day on December 16, 2023, Kittle posted on Facebook that
this was “the closest a farm credit lender had been in 100 years to having a
stockholder takeover.” In another post that day:
a. Kittle stated that he was “so mad he could bite a bullet” and people
might think he was “crazy” and “who could really argue with that”;
b. Referring to the Board of Directors and AFC executive
management, Kittle stated that he would “use anything and
everything [he] can to put pressure on [AFC] to make you find your
collective conscience.”
c. Referring to the Board of Directors and AFC executive
management, Kittle stated: “I’ll send every one of your asses to
prison if that’s what it takes.”
d. Concluding, Kittle stated: “I didn’t come looking for any of you;
you came looking for me – and that’s a mistake you’ll regret for the
rest of your natural born lives.”
52. Kittle then posted on December 18, 2023, that while the notice period
had “expired,” he would nonetheless “hold a meeting of the stockholders of Alabama
Farm Credit at the AFC Administrative Office and Headquarters, which is located
at 300 2nd Avenue Southwest, Cullman, Alabama 35055.” In a subsequent post that
day, he stated: “Alabama Farm Credit’s management and counsel have now been
placed on notice that the petitioners intend to move forward with the Stockholders’
Meeting called for December 29, 2023[.]”
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53. On December 19, 2023, Kittle continued to attack AFC and make false
statements. Kittle posted on Facebook:
a. “I am about to sue the absolute shit out of these lying, corrupt sons
of bitches.”
b. “They may buy off a judge before it’s over but they’ll eat their
Christmas dinner with a lump in their throats and a knot in their
stomach, I can guarantee that.”
c. “I am beyond tired of these people continuing to lie and pretend that
none of this ever happened. You are evil people for doing this to us
and our families. And you have no idea the pain and the hurt you
have caused for us and for so many others who did not deserve what
you have done to them and to their families.”
d. “[Y]ou all have violated the law so many times that I have lost count
and then you have the audacity to say that it never happened.”
54. Kittle’s statements and actions are designed to interfere with AFC’s
governance and business and have caused and have the potential to cause further
irreparable harm to AFC’s hard-earned reputation, customer good will, and relations
with its stockholders, current and prospective borrowers, and employees.
55. While AFC had hoped Kittle would eventually cease his improper
actions, Kittle has persisted, and AFC cannot permit Kittle to purport to hold a
meeting of the stockholders and take official actions that would disrupt AFC’s
operations and business.
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CLAIMS FOR RELIEF
COUNT I – DECLARATORY JUDGMENT
56. AFC incorporates the allegations in paragraphs 1 through 11 and 27
through 55 as if fully set forth herein.
57. AFC respectfully requests that the Court enter a declaratory judgment
that the meeting Kittle purports to seek to hold on December 29, 2023, or any other
purported stockholders’ meeting arising out of Kittle’s December 1 letter, is invalid
and not a duly requested or called meeting of the stockholders and any votes or other
actions taken at such meeting are without legal effect as to AFC.
58. The rights of AFC are affected by Kittle’s invalid attempts to call a
special stockholder meeting for December 29, 2023, resulting in confusion among
AFC’s stockholders regarding the legitimacy and effect of such a meeting or votes
that may be taken at such a meeting.
59. There is a justiciable controversy between AFC and Kittle as to the
validity of Kittle’s purported notice of a special stockholder’s meeting on December
29, 2023, or any other purported stockholders’ meeting arising out of Kittle’s
December 1 letter, whether on December 29, 2023, or otherwise.
60. The validity of whether a special stockholder meeting has been properly
requested or called and whether any such meeting would be valid and have any legal
effect on AFC is at issue and should be determined.
23
61. AFC’s Bylaws control its corporate governance, including, among
other things, whether and how meetings of the stockholders are requested, called,
noticed, and held, what matters can be voted on, and how votes are conducted.
62. With regard to special meetings of the stockholders, Section 300.2
provides:
Special meetings of the Stockholders for any purpose or

purposes may be called by the chairman of the board or
the chief executive officer, and shall be called by the chief
executive officer or secretary at the request in writing of a
majority of the Board or at the request in writing of at least
ten (10) percent of the Voting Stockholders. Such request
shall state the purpose or purposes of the proposed
meeting. Business transacted at any special meeting of
Stockholders shall be limited to the purposes stated in the
notice of the meeting. If the Board fails or refuses to order
such notice to be made, the notice may be given by the
Stockholder(s) making the call in accordance with the
provisions of Section 310 hereof.
63. Section 310 of the Bylaws further provides that:
Notices of annual and special meeting of Stockholders

shall be in writing and signed by the chairman of the board,
an officer of the Association, or by any other person the
Board may designate; provided however, all notices of
Annual Meetings must be signed by the chief executive
officer, chief financial officer and a member of the Board.
The notice shall state the place, day and hour of the
meeting (with respect to each session if the meeting is to
be held in consecutive Sectional Sessions) and in case of a
special meeting, the purpose or purposes for which the
meeting is called. A copy of the notice shall be either
delivered personally or shall be mailed, postage prepaid,
to each Stockholder not less than ten (10) business days,
nor more than thirty (30) business days, prior to the date
24
of the meeting. The list of Stockholders entitled to such

notice shall be a current list of Stockholders. Personal or
mailed delivery of the notice to any officer of a
corporation or association or to any member of a
partnership shall constitute delivery of the notice to the
corporation, association or partnership. In the event of the
transfer of a share after delivery or mailing of the notice of
and prior to the holding of the meeting, it shall not be
necessary to deliver or mail notice of the meeting to the
transferee. The notice shall be mailed to the last known
post office address of the Stockholder as it appears on the
records of the Association.
64. AFC has not received a request in writing of at least 10% of the Voting
Stockholders to call a special meeting of the stockholders. Notice has also not been
made as required under the Bylaws.
65. Therefore, AFC is entitled to the requested Declaratory Judgment.
COUNT II - INJUNCTIVE RELIEF
66. AFC incorporates the allegations in paragraphs 1 through 55 as if fully
set forth herein.
67. AFC has no adequate remedy at law for Kittle’s improper and illegal
effort to interfere with and harm AFC’s business, including removing executive
management, the Board of Directors, and altering AFC’s business policies.
68. Defendant’s actions pose immediate and irreparable harm to AFC.
69. AFC has a substantial likelihood of success on the merits because,
among other things, any attempts by Kittle to hold a special stockholder meeting
pursuant to his December 1 letter and vote to remove management, the Board of
25
Directors, and alter AFC’s business policies or to conduct an advisory vote on
executive compensation are not in accordance with AFC’s bylaws and are invalid.
70. The threatened injury to AFC outweighs any injury that could be caused
to Kittle. Indeed, Kittle will suffer no hardship because he is not a current borrower
or stockholder and therefore has no rights or interest in AFC’s business or
governance.
71. If issued, the injunction would not be averse to the public interest. In
fact, an injunction would promote the public interest because it would protect the
integrity of AFC’s Bylaws and the stability of AFC, an agricultural credit
association, carrying out its mission under the Farm Credit Act of providing credit
to the agricultural community.
72. Based on the foregoing, AFC seeks a preliminary and permanent
injunction:
a. Prohibiting Kittle or anyone acting on behalf of Kittle from

purporting to hold a special meeting of AFC stockholders or
conducting an advisory vote on AFC executive compensation on
December 29, 2023, or any other purported stockholders’ meeting
arising out of Kittle’s December 1 letter.
b. Prohibiting Kittle or anyone acting on behalf of Kittle from making
public statements on social media or elsewhere or otherwise sending
communications verbally, in writing, or electronically to AFC
stockholders stating that a special meeting of AFC stockholders or
an advisory vote on AFC executive compensation, or any similar
vote or action, will take place on December 29, 2023, or any other
purported stockholders’ meeting arising out of Kittle’s December 1
letter.
26
c. Requiring Kittle or anyone acting on his behalf to remove any

previous statements made on any social media platform or other
public forum that contend that a special meeting of the stockholders
or an advisory vote on executive compensation, or any similar vote
or action will occur on December 29, 2023, or any other purported
stockholders’ meeting arising out of Kittle’s December 1 letter.
COUNT III - DEFAMATION
set forth herein.
74. Kittle’s statements and publications, separately and taken together, are
false and defamatory. (See, e.g., ⁋⁋ 12(b), 15(a)-(c), 16(b), 19-20, 37-38, 40, 43, 49,
51 & 53.)
75. Kittle’s statements have disparaged and defamed AFC.
76. Kittle’s statements are highly offensive and cast AFC and its hard-
earned business reputation in a false light.
77. Kittle’s statements are defamatory per se and/or harmed AFC’s
reputation as a matter of fact.
78. AFC has suffered damages in excess of $75,000. As a local lender,
serving members of the agricultural community in North Alabama, AFC depends
heavily upon its good will and reputation in North Alabama and throughout the
agricultural lending community, and Kittle has damaged that reputation. At least
one current borrower, who was expected to take on additional credit, has elected not
to because of Kittle’s false statements. In addition to the reputational harm to AFC,
27
which has loans in excess of $1 billion, Kittle’s false and defamatory statements
have also caused stress, worry, and aggravation to AFC’s Directors, officers,
stockholders, and employees.
79. Kittle’s false statements have also caused AFC to incur damages for:
a. Additional security for Directors, officers, and employees due to

Kittle’s threats, e.g., posting online photographs of residences
with addresses;
b. Social media surveillance due to Kittle’s voluminous, repetitive
internet postings spreading misinformation and falsehoods, in
addition to his threats;
c. Mailing multiple letters to over 3,300 stockholders to clarify the
confusion created by Kittle’s misinformation and falsehoods.
80. AFC is entitled to compensatory damages in excess of $75,000 and
costs.
COUNT IV – INTENTIONAL INTERFERENCE WITH BUSINESS

RELATIONS
set forth herein.
82. Kittle’s actions, including making false statements, harassing AFC and
its management, Board of Directors, employees, and stockholders, and purporting to
hold a stockholders’ meeting and take votes affecting AFC’s business and operations
are intentionally designed to upset and interfere with AFC’s relations with its
stockholders, borrowers, borrower applicants, and employees.
28
83. Kittle’s intentional interference has caused damage to AFC’s relations
with its stockholders, borrowers, borrower applicants, and employees. For example,
at least one current borrower, who was expected to take on additional credit, has
elected not to because of Kittle’s actions.
84. Kittle’s actions have also caused AFC to incur damages for:
d. Additional security for Directors, officers, and employees due to

Kittle’s threats, e.g., posting online photographs of residences
with addresses;
e. Social media surveillance due to Kittle’s voluminous, repetitive
internet postings spreading misinformation and falsehoods, in
addition to his threats;
f. Mailing multiple letters to over 3,300 stockholders to clarify the
confusion created by Kittle’s misinformation and falsehoods.
85. Kittle’s interference has been egregious and malicious, warranting
punitive damages.
86. AFC is entitled to compensatory damages in excess of $75,000 and
punitive damages, plus costs, for Kittle’s intentional interference with business
relations.
PRAYER FOR RELIEF
87. WHEREFORE, Plaintiff AFC seeks the following relief:
a. A declaratory judgment that the meeting Kittle purports to seek to

hold on December 29, 2023, or any other purported stockholders’
meeting arising out of Kittle’s December 1 letter is invalid and not
a duly requested or called meeting of the stockholders and any votes
or other actions taken at such meeting are without legal effect as to
AFC.
29
b. A preliminary and permanent injunction:

i. Prohibiting Kittle or anyone acting on behalf of Kittle from
purporting to hold a special meeting of AFC stockholders or
conducting an advisory vote on AFC executive
compensation on December 29, 2023, or any other purported
stockholders’ meeting arising out of Kittle’s December 1
letter.
ii. Prohibiting Kittle or anyone acting on behalf of Kittle from

making public statements on social media or elsewhere or
otherwise sending communications verbally, in writing, or
electronically to AFC stockholders stating that a special
meeting of AFC stockholders or an advisory vote on AFC
executive compensation, or any similar vote or action, will
take place on December 29, 2023, or any other purported
stockholders’ meeting arising out of Kittle’s December 1
letter.
iii. Requiring Kittle or anyone acting on his behalf to remove

any previous statements made on any social media platform
that contend that a special meeting of the stockholders or an
advisory vote on executive compensation, or any similar
vote or action will occur on December 29, 2023, or any
other purported stockholders’ meeting arising out of Kittle’s
December 1 letter.
c. Damages in excess of $75,000 to compensate AFC for the harm

caused by Kittle’s wrongful conduct.
d. Punitive damages to punish Kittle for his intentionally malicious
behavior and to deter future misconduct.
e. Attorney’s fees and costs of litigation.
f. Such further relief as the Court deems appropriate and just.
JURY DEMAND
Plaintiff AFC demands a trial by jury on Counts III-IV.
30
/s/ Gaynor L. St. John

Gaynor L. St. John
Alabama Bar No.: ASB-7888-N56G)
ST. JOHN & ST. JOHN, LLC
108 Third Street SE
Cullman, AL 35055
Telephone: 256-734-3542
Facsimile: 256-734-3544
Email: [email protected]
Counsel for Plaintiff Alabama Farm Credit, ACA
Anthony L. Cochran (Pro Hac Vice Forthcoming)

Georgia Bar No. 172425
[email protected]
Daniel D. Zegura (Pro Hac Vice Forthcoming)
Georgia Bar No. 784822
[email protected]
SMITH, GAMBRELL & RUSSELL, LLP
1105 W. Peachtree St. NE, Suite 1000
Atlanta, GA 30309
Phone: (404) 815-3500
Facsimile: (404) 815-3509
Counsel for Plaintiff Alabama Farm Credit, ACA
31
Case 5:23-cv-01739-HNJ Document 1-1 Filed 12/20/23 Page 1 of 3 FILED
2023 Dec-21 AM 09:24
U.S. DISTRICT COURT
N.D. OF ALABAMA
EXHIBIT 1
Case 5:23-cv-01739-HNJ Document 1-1 Filed 12/20/23 Page 2 of 3
humble
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Dustin J. Kittl e, Esq.
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December 1 2023
Via C rt(fied Mail
Melvin Koller
Chief Executive Officer
Alabama Farm Credjt
300 2nd Ave SW
Cullman, AL 35055
Matthew J. Cbristjohn
Chairman of the Board
Alabama Farm Credit
P.O. Box 830
Wedowee Alabama 36278
Re: Petition and Notice of Meeting of the Stockholders to Occur 011 December 29, 2023.
Mr. Koller and Mr. Ch:ristjohn:
It's very nice to be talking to you both again· now in my repre cntative capacity on behalf of
the group of member borrowers of AJabama Farm redit who hereby provide you with notice that a
meeting of the stockholders has been called to occur on Friday December 29, 2023. The time and
location of aid meeting will b provided to you within the next seven (7) days, to allow for
compliance with the notice ob'ligations et forth in Section 310 of the Association's By-Laws.
I ubmit thi petition and notice on behalf of the 185 tockholder who have provided their
written con ent for a meeting of the stockholders to be called. 1 The stockholders represent more than
five percent (5%) of the total owner hip interest of the A sociation (a number that well exceeds the
three percent (3%) threshold of other .institutions including neighboring Farm redit Mid-America).
While the Association's By-Laws allow for stockholder meeting to be called for certain
purpo e upon obtaining the con ent of ten percent ( 10%) of the tockholder (a lofty mark given
legitimate concern of retaliation) a tockholder meeting may aJ o be caJled at the direction of tbe
Chief Executive Officer, the hainnan of the Board or by any other p Iicy implemented by the
A ociation in compliance with the regulatory standard of the United States Farm red it System.
On March 9, 2023, you executed and ubmitted in your capacity a the managing agent of
Alabama Farm Credit, the 2022 Annual Report to the Stockholder . In the Section Entitled
' ompensation of Set1ior Officer "(required to be produced pur uant to appl icabl regulation ) you
1 Plea e note that the framework of stock.holder voting within the Farm r <lit ystem demand full and complete
confidentiality to protect the member borrowers. I am a Licensed attorney in good standing with the State Bars of
Alabama and Tc1messee. Over a l 7-year tenure in practicing law I bav aever been dj sc iplined or sanctioned in any
way by a bar association, judicial body, admfoistrntive body, or otherwise. As an officer of the court I am amenab le t
providing a worn affidavit confirming my receipt and verification of the I 5 member borrow r con ent .
identified the compensation amounts authorized and approved by tbe current Board of Directors to
the CEO and Senior Management of Alabama Farm Credit. You also provided the conditions and
assurance whereby a meeting could be called by petition of five percent (5%) of the stockholders.
Per Alabama Farm Credit's 2022 Annual Report, "[t]he Association's voting shareholders
have the authority to cast a vote in an advisory vote on the Association's CEO and/or senior officer
compensation if 5 percent of the total voting stockholders submit a petition to do so." Further, "if
the compensation for either the CEO or the aggregate senior officer group increased 15 percent or
more from the previous reporting period, the Association must hold an advisory vote."
As you are aware, we have obtained the consent of 185 member borrowers and hereby submit
this petition and notice for the advisory vote to occur on December 29, 2023. In prior guidance
issued by the United States Farm Credit Administration, advisory votes on the issue of senior officer
compensation may be held in-person by the stockholders through a meeting.
If you should attempt to challenge this petition (in an effort to silence the collective voices of
the member borrowers), you should be aware that those efforts will be futile, as your own decisions
have tripped the automatic trigger of an advisory vote. From 2021 to 2022, based upon objective
data from the 2022 Annual Report, you authorized and approved an 18.43% increase in guaranteed
Senior Officer compensation from $1.173 Million Dollars to $1.438 Million Dollars.
The full scope and purpose of the stockholder meeting will be provided in advance of any
deadlines required by the regulations of the Farm Credit System. Moreover, pursuant to Section 320
of the By-Laws, "Voting Stockholders present in person or by proxy at a duly called meeting at
which a quorum has been established may continue to transact business until adjournment." Prior to
adjournment of the stockholder meeting held on Friday, December 29, 2023, the members intend:
l) To take an advisory vote as to senior management compensation; admonishing any future

increases in pay which exceed the increase to member borrowers in a patronage return;
2) To remove the current Board of Directors in order to allow for a fair and independent
election of new management to lead this institution forward; and
3) To amend the By-Laws to prohibit senior management from implementing any policies
which with.hold borrower funds in excess of current loan obligations (e.g., poultry loans).
Sincerely,
Dustin J. Kittle, Esq.

DJK/ejd
2023 Dec-21 AM 09:24
U.S. DISTRICT COURT
N.D. OF ALABAMA
EXHIBIT 2
ALABAMA FARM CREDIT, ACA
AMENDED AND RESTATED BYLAWS
October 31, 2021
TABLE OF CONTENTS
BYLAW DEFINITIONS b. Outside Directors

c. Other Appointed Director
ARTICLE I – PREAMBLE d. Desired Qualifications of Directors
100 Introductory statement 400.3 Service as director of a non-System
110 Relationship with FLCA and PCA financial institution
120 Construction of Bylaws 400.4 Prohibition to continue as director
a. Involvement in certain legal proceedings
ARTICLE II -- MEMBERSHIP b. Stockholder-Elected Director and Other
200 Definition of Members Appointed Director
c. Outside Director
ARTICLE III -- MEETINGS OF 400.5 (Reserved)
STOCKHOLDERS 400.6 (Reserved)
300 Time and place 400.7 Attendance
300.1 Annual meeting 410 Election of directors
300.2 Special meetings 410.1 By Stockholders
300.3 Sectional Sessions a. Elected to fill expired terms and
310 Notice of meetings vacancies
320 Quorum b. Nominations made from floor and
330 Conduct of Annual Meeting casting ballots
335 Lists of Members, Stockholders and c. Listing nominees on the ballot
Voting Stockholders d. Tallying the ballots
340 Record Date e. Breaking tie vote
345 Majority Vote f. Voting by Mail.
350 Voting 410.2 By Directors
350.1 Voting strength and designee for voting a. Elected to fill expired terms and
stock; voting for directors vacancies
350.2 Proxy voting b. Search Committee
350.3 Method of Voting; Action Without 420 Term
Meeting 420.1 Length of term
350.4 Minutes of Meeting 420.2 Staggering terms
360 Nominating committee 430 (Reserved)
360.1 Election of nominating committee 440 Vacancies
360.2 Function of nominating committee 440.1 Filling a vacancy on the Board
360.3 Nomination of candidates for election to 440.2 Appointment by CEO or directors to fill
nominating committee vacancies for quorum
360.4 Quorum and minutes 440.3 Filling a Vacancy of an Outside Director
or Other Appointed Director Position
ARTICLE IV -- DIRECTORS 450 Duties of directors
400 Number and qualifications of directors 450.1 General control of Association
400.1 Number of directors on the Board 450.2 Elect and fix salary of CEO
400.2 Qualifications 460 Board meetings
a. Stockholder-Elected Directors 460.1 Regular meetings
1
NPCOL1:7657705.4
460.2 Special meetings 720.1 Holder

460.3 Notice 720.2 Amount
460.4. Participation by Telephone 720.3 Retirement
470 Honoraria 720.4 Voting
480 Quorum and Majority Vote 720.5 Dividends
485 Action Without Meeting 720.6 Patronage Distributions
490 Removal 720.7 Transfer
495 Boards of PCA and FLCA 720.8 Conversion
720.9 Cancellation of Stock Ownership in
ARTICLE V -- OFFICERS AND EMPLOYEES Default
500 Election of senior and other officers 730 Class C Stock - Nonvoting
500.1 Officers of the Board 730.1 Holder
500.2 CEO and other officers 730.2 Amount
500.3 Eligibility as a salaried officer or employee 730.3 Retirement
510 Duties of officers 730.4 Voting
510.1 Chairman of the Board 730.5 Dividends
510.2 Vice-Chairman of the Board 730.6 Patronage Distributions
510.3 Chief Executive Officer 730.7 Transfer
510.4 Executive Vice-Presidents 730.8 Conversion
510.5 Secretary 730.9 Cancellation of Stock Ownership in
510.6 Treasurer (Chief Financial Officer) Default
520 Removal 740 Participation Certificates
530 PCA and FLCA Officer Positions 740.1 Holder
740.2 Amount
ARTICLE VI -- COMMITTEES 740.3 Retirement
610 Loan committee 740.4 Voting
615 Audit Committee 740.5 Dividends
616 Compensation Committee 740.6 Patronage Distributions
620 Other committees 740.7 Transfer
630 Quorum 740.8 Conversion
640 Withdrawal from meeting 740.9 Cancellation of Stock Ownership in
Default
ARTICLE VII -- CAPITAL STOCK AND 750 Impairment
PARTICIPATION CERTIFICATES 750.1 Application of losses
700 Authorization 750.2 Restoration
705 Ownership 760 Distribution on Liquidation
706 Stockholder Approval
707 First Lien ARTICLE VIII -- DIVIDENDS AND
710 Class A - Voting Stock PATRONAGE DISTRIBUTIONS
710.1 Holder 800 Application of Earnings or Losses
710.2 Amount 800.1 Earnings
710.3 Retirement 800.2 Losses
710.4 Voting 810 Surplus Accounts
710.5 Dividends 820 Allocated Surplus Account
710.6 Patronage Distributions 820.1 Creation
710.7 Transfer 820.2 Lien
710.8 Conversion 820.3 Application against debt
710.9 Cancellation of Stock Ownership in 820.4 No right to retirement
Default 820.5 Form of payment; limitations
720 Class P Common Stock - Nonvoting 820.6 Notice of allocation
2
NPCOL1:7657705.4
820.7 Records; transfer 1400.10 Applicable law

830 Dividends
830.1 Authorization ARTICLE XV – AMENDMENTS
830.2 Form
830.3 Payment date and qualifying period
830.4 Limitation
840 Patronage Distributions
840.1 Authorization
840.2 Basis
840.3 Form
840.4 Default
840.5 Consent
840.6 Form of Consent
840.7 PCA and FLCA
850 Retirement of Patronage Accounts
860 Limitation
870 Stockholder Approval
ARTICLE IX -- EXECUTION OF
DOCUMENTS
900 Transactions with supervising Bank,
releases, and Uniform Commercial Code
transactions
910 Other transactions
920 Expenses and checks
ARTICLE X -- RECORDS AND REPORTS

1000 Records
1000.1 Minute books
1000.2 Confidentiality of voting
1010 Reports
ARTICLE XI -- UNCLAIMED PROPERTY
ARTICLE XII -- FISCAL YEAR
ARTICLE XIII – SEAL
ARTICLE XIV -- INDEMNIFICATIONS OF

DIRECTORS, OFFICERS, AND
EMPLOYEES AND AGENTS
1400.1 Indemnification
1400.2 Additional indemnification provisions
1400.3 Procedure
1400.4 Advances of expenses
1400.5 Right of Claimant to Bring Suit
1400.6 Contractual Rights
1400.7 Requested Service
1400.8 Other rights
1400.9 FCA Penalties
3
NPCOL1:7657705.4
ALABAMA FARM CREDIT, ACA
AMENDED AND RESTATED BYLAWS
October 30, 2019
BYLAW DEFINITIONS
“Act” - the Farm Credit Act of 1971, as it may be amended from time to time.
“Annual Meeting” - the annual meeting of Stockholders pursuant to Article III of these Bylaws.
“Association” – Alabama Farm Credit, ACA, an agricultural credit association.
“Authorization Event” – shall have the meaning set forth in Section 110 hereof.
“Board” – the Association’s board of directors.
“Bylaws” - these Amended and Restated Bylaws, as they may be further amended from time to
time pursuant to Article XV hereof.
“Code” – shall have the meaning set forth in Section 820.1 hereof.
“FCA” - the Farm Credit Administration.
“FCB” or “Bank” - Farm Credit Bank of Texas or any successor entity thereto.
“FLCA” – Alabama Farm Credit, FLCA, association with direct lending authority and a wholly-
owned subsidiary of the Association.
“GFA” - shall have the meaning ascribed to it under Section 110 hereof.
“Member” – shall have the meaning set forth in Article II hereof.
“Other Appointed Director” - shall have the meaning ascribed to it under Section 400.1 hereof.
“Outside Director” - shall have the meaning ascribed to it under Section 400.1 hereof.
“PCA” – Alabama Farm Credit, PCA, a production and a wholly-owned subsidiary of the
Association.
“Record Date” - shall have the meaning ascribed to it under Section 340 hereof.
“Regulations” - FCA Regulations or directives applicable to and binding on the Association.
“Sectional Session” - shall have the meaning ascribed to it under Section 300.3 hereof.
“Stock” - means all classes of outstanding capital stock and participation certificates of the
Association.
“Stockholder” - means a holder or joint holder of any Stock.
“Stockholder-Elected Director” - shall have the meaning ascribed to it under Section 400.1 hereof.
“System” - the Farm Credit System.
“Voting Stockholder” - means a holder of Association equity who is eligible, under the Act,
Regulations and these Bylaws, to vote in respect of any matter presented for a vote of such
equity holders.
4
NPCOL1:7657705.4
ARTICLE I—PREAMBLE
100 Introductory statement

The Association is an agricultural credit association which is a federally chartered,
Member-owned, cooperative credit institution operating within the authority of the Act and
the Regulations. Under the supervision of the Bank and its policies and procedures, the
Association makes and services loans to (1) farmers, ranchers, and producers or harvesters
of aquatic products, (2) persons or organizations furnishing to farmers and ranchers farm-
related services directly related to their on-farm operating needs, (3) owners of rural homes
in its territory, and (4) certain processing and marketing operations. The Association also
may provide technical assistance to Members, borrowers, applicants, and other eligible
persons and make available to them, at their option, related services appropriate to their
operations to the extent authorized by the Bank and the Regulations.
110 Relationship with FLCA and PCA

The Board may authorize Alabama Farm Credit, FLCA (“FLCA”) and Alabama Farm
Credit, PCA (“PCA”) to conduct some or all of the authorities granted in the Act and
Regulations to Federal land credit associations and production credit associations,
respectively (“Authorization Event”). Upon an Authorization Event, the Association,
FLCA and PCA shall conduct an integrated lending operation. To the extent authorized,
FLCA shall make long-term mortgage loans, participate in loans as authorized under the
Act and Regulations, and provide financially related services to qualified borrowers in the
Association’s territory. To the extent authorized, PCA shall provide short and intermediate-
term credit, participate in loans as authorized under the Act and Regulations, and provide
financially related services to qualified borrowers in the Association’s territory. In
addition, upon an Authorization Event, all three institutions shall enter into a General
Financing Agreement (“GFA”) with Bank for purposes of funding loans originated and
made by the Association, FLCA and PCA pursuant to their respective lending authorities.
The indebtedness owed to Bank under the GFA shall be the joint and several obligation of
all three institutions. The Association at all times will own all of the voting stock of FLCA
and PCA.
120 Construction of Bylaws

These Bylaws constitute the rules for the internal operation of the Association. These
Bylaws hereby amend, restate, and replace in its entirety any prior bylaws of the
Association. These Bylaws shall be construed to be consistent with, and to give effect to,
the purposes for which the Association was chartered as set forth in this preamble. These
Bylaws shall not be construed in a manner which would result in their being in violation
of, or inconsistent with, applicable law or Regulations. No provision of these Bylaws shall
be construed to grant FCB, or its corporate successor, any approval authority over the
corporate governance of the Association other than that mandated by law.
5
NPCOL1:7657705.4
ARTICLE II--MEMBERSHIP
200 Definition of Members

Members of the Association shall include all holders of legal title to capital stock or
participation certificates as evidenced on the books of the Association, except any System
institution. Any person to whom the Association is authorized by the Act to extend credit
and other related services is eligible apply for a loan or other services from the Association
to become a Member of the Association. In the case of a deceased or legally incompetent
Member, the executor, administrator, guardian, or other legally authorized representative
of such Member shall be considered to be the Member for the purpose of voting. Each
Member, or individual designated in accordance with these Bylaws to vote the Class A
Stock of a Voting Stockholder, is authorized to speak on any question being considered at
a Stockholders' meeting when recognized by the chairman of the meeting. Motions (except
motions to authorize preferred stock) and nominations or seconds thereto may be made and
voted on only by Voting Stockholders and the individuals designated to vote the Class A
Stock of Voting Stockholders in accordance with these Bylaws.
ARTICLE III--MEETINGS OF STOCKHOLDERS
300 Time and Place
300.1 Annual Meeting

There shall be an Annual Meeting at such place(s) in the Association’s chartered
territory or within reasonable distance of the Association territory at date(s) and
time(s) as the Board may by resolution provide.
300.2 Special Meetings

Special meetings of the Stockholders for any purpose or purposes may be called by
the chairman of the board or the chief executive officer, and shall be called by the
chief executive officer or secretary at the request in writing of a majority of the
Board or at the request in writing of at least ten (10) percent of the Voting
Stockholders. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at any special meeting of Stockholders shall be
limited to the purposes stated in the notice of the meeting. If the Board fails or
refuses to order such notice to be made, the notice may be given by the
Stockholder(s) making the call in accordance with the provisions of Section 310
hereof.
300.3 Sectional Sessions

The Board may provide for any Stockholders meeting to be held in consecutive
sectional sessions (“Sectional Session”) at different times and places. In such case,
the date of the convening of the first Sectional Session shall be the date of the
meeting for the purpose of satisfying time requirements under these Bylaws. Each
Stockholder shall be notified of all sessions to be convened and shall be entitled to
attend any or all sessions. At each Sectional Session except the last, the meeting
shall be adjourned until the next session of the meeting. The last session must be
6
NPCOL1:7657705.4
scheduled for a time no later than fourteen (14) calendar days after the first session.
The attendance at all Sectional Sessions shall be combined for the purpose of
constituting a quorum, but no Stockholder shall be counted more than once for such
purpose, and no Stockholder shall be permitted to vote at more than one session.
The votes at all sessions shall be counted together to constitute the vote of the
meeting. Nominations from the floor, and matters requiring the vote of
Stockholders, including the election of directors and nominating committee
members, must be introduced at the first Sectional Session of the meeting, except
that if balloting is by mail as stipulated in Section 410.1(f), nominations may be
made at all Sectional Sessions of the meeting.
310 Notice of Meeting

Notices of annual and special meeting of Stockholders shall be in writing and signed by
the chairman of the board, an officer of the Association, or by any other person the Board
may designate; provided however, all notices of Annual Meetings must be signed by the
chief executive officer, chief financial officer and a member of the Board. The notice shall
state the place, day and hour of the meeting (with respect to each session if the meeting is
to be held in consecutive Sectional Sessions) and in case of a special meeting, the purpose
or purposes for which the meeting is called. A copy of the notice shall be either delivered
personally or shall be mailed, postage prepaid, to each Stockholder not less than ten (10)
business days, nor more than thirty (30) business days, prior to the date of the meeting. The
list of Stockholders entitled to such notice shall be a current list of Stockholders. Personal
or mailed delivery of the notice to any officer of a corporation or association or to any
member of a partnership shall constitute delivery of the notice to the corporation,
association or partnership. In the event of the transfer of a share after delivery or mailing
of the notice of and prior to the holding of the meeting, it shall not be necessary to deliver
or mail notice of the meeting to the transferee. The notice shall be mailed to the last known
post office address of the Stockholder as it appears on the records of the Association.
320 Quorum
Fifteen (15) Voting Stockholders in attendance at any Stockholders meeting, or where
permitted by Section 350.2 of these Bylaws, represented by proxy, shall constitute a
quorum for the transaction of business, except as otherwise provided by law or Regulation.
For purposes of determining a quorum at any Stockholders meeting where mail balloting
is used for Stockholder-Elected Director elections, mail ballots shall be used to determine
a quorum. If less than a quorum is present at any meeting of the Stockholders, the chairman
of the meeting may adjourn the meeting from time to time until a quorum is obtained. The
Voting Stockholders present in person or by proxy at a duly called meeting at which a
quorum has been established may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Voting Stockholders to leave less than a
quorum.
330 Conduct of Annual Meeting

At the Annual Meeting, reports of the Board shall be given by a person designated by the
Board. Other items of business which may come before the meeting include but are not
limited to: (a) determination of a quorum, (b) proof of due notice of meeting, (c) reading
7
NPCOL1:7657705.4
and disposition of minutes, (d) annual reports of officers and committees, (e) election of
directors and nominating committee, (f) unfinished business, and (g) new business. All
Stockholder meetings shall be conducted in accordance with procedures deemed fair and
reasonable by the chairman of the meeting who shall preside at the meeting.
335 Lists of Members, Stockholders and Voting Stockholders

The Association shall maintain a list of the Members, which list shall include all borrowers
who are primarily liable for repayment of a loan to the Association, a list of Stockholders,
and a list of Voting Stockholders indicating the names of the individuals that are designated
in accordance with these Bylaws to vote the Class A Stock of the Voting Stockholders. The
lists shall be used when mailing or distributing proxies or ballots, and for other purposes
as may be authorized by the Board, subject to the Act and the Regulations. The lists shall
also be used to assure that no Voting Stockholder votes more than once in connection with
each meeting of the Stockholders. The lists shall also be used for communication among
such Members, as provided in the Act and Regulations.
340 Record Date

The Board may fix in advance a date, not less than then (10) business days, but not more
than ninety (90) days preceding the date of any meeting of Stockholders (“Record Date”).
Such Record Date shall be used for the determination of the Voting Stockholders entitled
to vote at the meeting. In the absence of contrary action by the Board, the date on which
the last notice of a meeting is mailed or delivered shall be the Record Date for
determination of Voting Stockholders to vote at any such meeting.
345 Majority Vote

When a quorum is present or represented at any meeting, the vote of a majority of the
Voting Stockholders, present in person, represented by proxy or voting by mail ballot under
Section 410.1(f), shall decide any question brought before the meeting, unless the question
is one upon which by express provisions of applicable law or Regulations a different vote
is required, in which case such express provision shall govern and control. If a meeting is
held in consecutive Sectional Sessions, the results of the votes cast at all sessions of the
meeting shall be reported to the Stockholders only after the last Sectional Session.
8
NPCOL1:7657705.4
2023 Dec-21 AM 09:24
U.S. DISTRICT COURT
N.D. OF ALABAMA
EXHIBIT 3
DISCLOSURE INFORMATION AND INDEX

(Unaudited)
Disclosures Required by Farm Credit Administration Regulations
DESCRIPTION OF BUSINESS
The description of the territory served, the persons eligible to borrow, the types of lending activities engaged in and the financial
services offered, and related Farm Credit organizations required to be disclosed in this section is incorporated herein by reference
from Note 1 to the consolidated financial statements, “Organization and Operations,” included in this annual report.
The descriptions of significant developments that had or could have a material impact on earnings, interest rates to borrowers,
patronage, or dividends and acquisitions or dispositions of material assets, changes in the reporting entity, changes in patronage
policies or practices and financial assistance provided by or to the Association through loss sharing or capital preservation
agreements or from any other source, if any, required to be disclosed in this section are incorporated herein by reference from
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in this annual report.
DESCRIPTION OF PROPERTY
The Alabama Farm Credit, ACA (the Association) serves its 27-county territory through its main administrative and lending office
at 300 2nd Avenue SW, Cullman, Alabama 35055. Additionally, there are five branch lending offices located throughout the
territory. The Association owns the office buildings in Albertville, Athens, Cullman, Talladega and Tuscumbia, free of debt. The
Association leases an outpost in Moulton.
LEGAL PROCEEDINGS
In the ordinary course of business, the Association is involved in various legal proceedings. In the opinion of legal counsel and
management, there are no legal proceedings at this time that are likely to materially affect the consolidated financial statements of
the Association.
DESCRIPTION OF CAPITAL STRUCTURE
The information required to be disclosed in this section is incorporated herein by reference from Note 11 to the consolidated
financial statements, “Members’ Equity,” included in this annual report.
DESCRIPTION OF LIABILITIES
The description of liabilities required to be disclosed in this section is incorporated herein by reference from Note 10, “Note Payable to
the Bank,” Note 11, “Employee Benefit Plans,” and in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” included in this annual report.
The description of contingent liabilities required to be disclosed in this section is incorporated herein by reference from Notes 2 and 16
to the consolidated financial statements, “Summary of Significant Accounting Policies” and “Commitments and Contingencies,”
respectively, included in this annual report.
RELATIONSHIP WITH THE FARM CREDIT BANK OF TEXAS
The Association’s financial condition may be impacted by factors that affect the Farm Credit Bank of Texas (Bank), as discussed in
Note 1 to the consolidated financial statements, “Organization and Operations,” included in this annual report. The financial condition
and results of operations of the Bank may materially affect the stockholders’ investment in the Association.
The annual and quarterly stockholder reports of the Farm Credit Bank of Texas (Bank) are available free of charge, upon request.
These reports can be obtained by writing to Farm Credit Bank of Texas, Corporate Communications, P.O. Box 202590, Austin, Texas
78720-2590 or calling (512) 465-1881. Copies of the Bank annual and quarterly stockholder reports can also be requested by e-mailing
[email protected]. The annual and quarterly stockholder reports are also available on its website at www.farmcreditbank.com.
The Association’s quarterly stockholder reports are also available free of charge, upon request. These reports will be available
approximately 40 days after quarter end and can be obtained by writing to Alabama Farm Credit, ACA, P.O. Box 639, Cullman,
ALABAMA FARM CREDIT, ACA — 2022 Annual Report

53
Alabama 35056 or calling (256) 737-7128. Copies of the Association’s quarterly stockholder reports can also be requested by e-
mailing [email protected]. The Association’s annual stockholder report is available on its website at
www.alabamafarmcredit.com 75 days after the fiscal year end. Copies of the Association’s annual stockholder report can also be
requested 90 days after the fiscal year end.
SELECTED FINANCIAL DATA
The selected financial data for the five years ended December 31, 2022, required to be disclosed, is incorporated herein by reference to
the “Five-Year Summary of Selected Consolidated Financial Data” included in this annual report to stockholders.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
“Management’s Discussion and Analysis,” which precedes the consolidated financial statements in this annual report, is incorporated
herein by reference.
DIRECTORS AND SENIOR OFFICERS
The Association’s member-elected and director-elected board of directors and senior officers are as follows:
DATE YEARS IN
ELECTED/ TERM CURRENT
NAME POSITION EMPLOYED EXPIRES POSITION
Matthew J. Christjohn, DVM Chairman (Member-Elected) 2005 2023
J. Stewart McGill Vice-Chairman (Member-Elected) 2016 2025
Elizabeth Spruell Member-Elected 2021 2024
Danny Baugh Member-Elected 2015 2024
Rickey Cornutt Member-Elected 2017 2023
David Daily Member-Elected 2019 2025
John R. Adams, CPA Director-Elected Member 2006 2024
Hugh C. Harris Director-Elected Member 2014 2023
Melvin “Mel” K. Koller President / Chief Executive Officer 2018 4.6 years
Jody L. Campbell Executive Vice President / Chief 2019 3.8 years
Risk Officer
Kedric Karkosh Executive Vice President/ Chief 2021 1.9 years
Financial Officer
A brief statement of the business and employment background of each director and senior officer is provided for informational
purposes.
Matthew J. Christjohn, DVM. Dr. Christjohn is the owner and operator of Large Animal Veterinary Services, LLC, a practice
concentrating on livestock, mainly cattle. The business covers territory in Alabama, Georgia, and Florida. Dr. Christjohn received
his Animal & Dairy Science degree from Auburn University in 1992, Doctor of Veterinary Medicine degree from Auburn
University in 1995 and Master of Business Administration from the University of Phoenix in January 2008. In addition to his
business, he presently owns and operates a 360-acre cattle farm in Wedowee, Alabama, operating as Sandy Creek Ranch, LLP. Dr.
Christjohn is a member of the American Veterinary Medical Associations, Society for Theriogenology, American Association of
Bovine Practitioners, Academy of Veterinary Consultants, National Cattlemen’s Beef Association, Alabama Cattlemen’s
Association, the Florida Cattlemen’s Association, and he serves on the Board of Directors of Randolph County Cattlemen’s
Association. Dr. Christjohn was elected Chairman of the Board in 2017 and is a member of the Association’s Audit Committee.
Stewart McGill. Mr. McGill is one of four managing partners and operators of Tate Farms General Partnership (Tate Farms). Tate
Farms is located in Madison County and includes approximately 8,000 acres of cotton, corn, soybeans, wheat, pumpkins, as well as
an Agritourism business that hosts approximately 70,000 guests each Fall. He is a member of the Alabama Farmers Federation,
serves as Vice Chairman for the Association’s Board of Directors, and is a member of the Association’s Audit and Business
Investment Committees.
Danny Ray Baugh. Danny Ray Baugh is a full-time cattle and poultry farmer from Marshall County. He owns and operates a 285-
acre farm in Marshall County. Mr. Baugh runs an approximately 160-head cow-calf operation along with a 200-acre hay operation
on rented lands. He currently grows for Wayne Farms, operating eight broiler houses with a farm capacity of 176,000. Mr. Baugh
retired from Albertville Municipal Utilities Board in 2005 as their water plant manager after 30 years of service. He is a member of

54
the Alabama Poultry and Egg Association, Alabama Cattlemen’s Association, Marshall County Farmers Cooperative, and
Marshall/Dekalb Electric Cooperative. Mr. Baugh is also a member of the Association’s Compensation Committee.
Rickey Cornutt. Mr. Cornutt is a full-time row-crop and cattle farmer. He and his brother own Cornutt Farms, LLC in Marshall
County Alabama. Cornutt Farms, LLC consists of approximately 2,000 acres of owned and leased land of corn, soybeans, wheat,
and pastureland, and operates a 300-head-cow-calf operation. Additionally, Mr. Cornutt is a Director of Marshall County Farmers
Federation, Dekalb Farmers’ Cooperative, Marshall County TVA Discretionary Fund Committee, State Board Committee of Soil
and Water, Marshall County Conservation District, and State Board of Alabama Farmers’ Cooperative. Mr. Cornutt was elected to
the Board in 2017 and is a Member of the Association’s Compensation and Business Investment Committees.
David Daily. David Daily owns 500 Brood cows, specializes in farm to table beef, and operates a small stocker operation in
Russellville, Alabama. Mr. Daily’s primary business is Agricultural Sales, as the part owner of Daily AG Products and Daily Farm
Supply, which sell ag-lime and fertilizer in five states. He is currently a member of the Franklin County Cattlemen’s Association
and the Angus Association. Mr. Daily is also the Chairman of the Association’s Business Investment Committee and a Member of
the Association’s Compensation Committee.
John R. Adams, CPA. Mr. Adams is a certified public accountant with over 40 years of experience in public accounting. He is a
partner in a local accounting firm in Decatur, Alabama. Mr. Adams received his Bachelor of Science degree with a major in
Accounting from the University of Alabama. He is a member of the American Institute of Certified Public Accountants, Alabama
Society of Certified Public Accountants, and National Society of Accountants for Cooperatives. Mr. Adams is also the Chairman of
the Association’s Audit Committee and Member of the Association’s Business Investment Committee.
Hugh C. Harris. Mr. Harris is a practicing attorney with over 45 years in the legal profession. Mr. Harris received both his
undergraduate and juris doctorate degrees from the University of Alabama. He spent 11 years as Deputy District Attorney for
Cullman County, Alabama, and has been in the private practice of law since 1987. He practices with the law firm of Bland, Harris
& McClellan in Cullman, Alabama, and is a member of the Cullman County Bar Association, Alabama State Bar, and the Alabama
Defense Lawyers Association. He serves as a director of the East Cullman Water Board and is an active member of the Alabama
and Cullman Cattlemen’s Association. Mr. Harris operates a small, part-time farm in Cullman County. Mr. Harris is also the
Chairman of the Association’s Compensation Committee.
Elizabeth Spruell. Ms. Spruell lives in Mount Hope, AL (Lawrence County). Ms. Spruell is a full-time row-crop farmer who
formerly held the Treasury Strategy and Execution role for First Horizon Bank. In 2021, she left banking to assume management of
Spruell Farms Partnership alongside her daughter, mother, & aunt. Spruell Farms is a 75-year family farm operating 6,000+ acres in
six NW AL counties. Additionally, Ms. Spruell held leadership roles that consisted of Senior Vice President with a large
corporately regulated institution. Her experience includes 22 years of banking with Certified Treasury Professional Accreditation.
She is currently an alternate on the Cotton Incorporated Board of Directors for the Southeast Region. She has been an Alabama
Farm Credit member/borrower for the past two years and is a Member of the Association’s Audit and Business Investment
Committees.
Melvin “Mel” K. Koller, President/Chief Executive Officer. Mr. Koller was employed by the Association as CEO in September
2018. Mr. Koller brings over 17 years’ experience within agriculture finance, with 13 of those years in the Farm Credit System.
Before becoming Chief Executive Officer for the Association, he served as Vice President, Manager of the Association Direct
Lending Unit for the Farm Credit Bank of Texas (FCBT). His background includes production lending portfolio management,
participation lending, and software project management.
Jody L. Campbell, Executive Vice President/Chief Risk Officer. Mr. Campbell was employed by the Association in July 2019. Mr.
Campbell worked at the FCBT for 11 years, where he was a Regional Vice President and held positions as a credit officer, portfolio
risk and analytics manager, and an interest-rate risk analyst. Prior to his career with FCBT, he was an internal auditor for three years.
Kedric Karkosh, Executive Vice President/Chief Financial Officer. Mr. Karkosh was employed by the Association in April 2021.
Mr. Karkosh worked at the FCBT for 21 years where he was the Vice President – Assistant Treasurer. In this role, he was
responsible for the Bank’s liquidity management, funding strategies and interest-rate risk management. His background includes
financial modeling, credit administration and loan portfolio analytics.

55
COMPENSATION OF DIRECTORS
With the exception of the chairman, who receives $1,000 per month, directors were compensated for their service to the Association
in the form of an honorarium at the rate of $800 per month and $600 per day for director meetings and committee meetings.
Directors receive an additional $300 for special committee meetings held on the same day as the regular meetings. Additionally, the
directors receive $150 for each conference call meeting. Certain expenses incurred while representing the Association in an official
capacity were reimbursed. Mileage for attending official meetings during 2022 was paid at the IRS-approved rate of 58.5 cents per
mile. A copy of the travel policy is available to stockholders of the Association upon request.
Number of Days Served

Associated With
Total
Other Official Compensation
Director Board Meetings Activities in 2022
Matthew J. Christjohn, DVM 10 13 $ 36,800
J. Stewart McGill 10 13 35,075
Elizabeth Spruell 10 15 33,075
Danny Baugh 10 11 39,050
Rickey Cornutt 10 11 30,100
John R. Adams, CPA 10 14 32,175
Hugh C. Harris 10 17 40,000
David Daily 10 13 37,325
$ 283,600
The aggregate compensation paid to directors in 2022, 2021 and 2020 was $283,600, $261,450, and $195,900, respectively.
Additionally, no director received noncash compensation exceeding $5,000 in 2022, 2021 and 2020.
The primary function of the audit committee is to assist the board of directors in fulfilling its oversight responsibilities relating to
the quality of financial reporting, the system of internal controls, the audit process, and the Association’s process for monitoring
compliance with laws and regulations and the code of conduct.
The primary function of the compensation committee is to provide assistance to the board of directors in fulfilling the board’s
responsibilities on matters relating to compensation the board and the Association’s CEO, reviewing the compensation policies and
plans for senior officers and employees, including incentive compensation plans and benefits, overseeing the Association’s
management succession planning and engaging in such other matters as may from time to time be specifically delegated to the
committee by the board.
Additional detail regarding director compensation paid for committee service (which is included in the table above) is as follows for 2022:
Committee
Director Audit Compensation
Matthew J. Christjohn, DVM $ 2,825 $ -
Elizabeth Spruell 2,825 -
J. Stewart McGill 2,825 -
Danny Baugh - 1,650
Rickey Cornutt - 1,650
John R. Adams, CPA 3,725 -
Hugh C. Harris - 2,250
David Daily - 1,650
$ 12,200 $ 7,200
The aggregate amount of reimbursement for travel, subsistence and other related expenses paid to directors and on their behalf was
$115,907, $144,263, and $84,848 in 2022, 2021 and 2020, respectively.

56
COMPENSATION OF SENIOR OFFICERS
A critical factor to the Association’s success is its ability to attract, develop and retain staff that is knowledgeable and efficient in
their ability to support the Association in the execution of its strategic objectives and delivery of Association results that maximize
the value to the stockholders. This objective holds particularly true for the Association’s Chief Executive Officer (CEO) and senior
officer group. The Association operates utilizing a compensation program which focuses on the performance and contributions of
its employees in achieving the Association’s financial and operational objectives, all for the ultimate benefit of its
stockholders/members. The Association’s board of directors, through its compensation committee, establishes salary and incentive
programs utilizing data derived from independent third-party compensation specialists in the financial services sector to ensure that
salary and incentive structures are in line with market-comparable positions. Studies provided by third-party compensation
specialists form the foundation for the Association’s evaluation and establishment of salary and incentive plans used by the
Association.
Association employees, including senior officers, can earn compensation above base salary through an annual success-sharing
incentive plan. The term of the plan is each calendar year beginning January 1 through December 31. The plan is based upon the
achievement of predetermined Association performance goals for return on equity, net loan growth, capital markets growth,
weighted average probability of default, weighted average terms, net interest margins, credit quality, delinquent loan volume and
individual performance. All employees that are full-time, or part-time with benefits, that have been employed at least three months
are eligible to earn an individual incentive up to 31.5 percent of their annual salary based upon their performance evaluation,
including individual performance objectives. The following criteria is also used for determining eligibility for the incentive pay: (1)
the Association must not be in default of the General Financing Agreement with the Farm Credit Bank of Texas; (2) the Association
cannot receive an annually combined overall rating of “unsatisfactory” on credit administration by the Internal Credit Review
and/or FCA examinations; (3) the employee’s branch office cannot receive an annually combined overall rating of “unsatisfactory”
on credit administration by the Internal Credit Review; (4) there must be material income from operations beyond what is needed to
fund the incentive plan; and (5) eligible employees must receive an annual performance rating of “meets” or better on his/her
individual performance review.
Association employees have the opportunity to earn commissions on revenue generated from sales of credit life and term life
insurance. The Association participates in a program with outside insurance companies to provide borrowers the opportunity to
purchase the insurance. Employees who generate the insurance sales receive a portion of the commissions received by the
Association. Amounts paid under these plans are paid no later than January following the close of the plan term and are included in
“Other” in the table on the following page.
The Association provides certain employees use of Association automobiles. The employees’ personal use of these automobiles is
governed by the Association’s board-approved travel and vehicle policy as well as IRS rules. Employees assigned a vehicle are
required to maintain a business mileage log. Personal use of these vehicles is calculated and reported in compliance with current
IRS regulations. Amounts for personal use of an Association vehicle are included in “Deferred/Perquisite” in the table below.
Employees who use their personal automobiles for business purposes were reimbursed during 2022 at the IRS-approved rate of 58.5
cents per mile. The Association’s travel policy allows spousal travel in some instances. Travel expenses reimbursed for spousal
travel are considered to be paid to the employee or director under a non-accountable plan and are therefore included in their gross
income or IRS Form 1099 in accordance with IRS guidelines. Amounts relating to reimbursed travel expenses are included in
“Deferred/Perquisite” in the table on the following page. As discussed in Note 2, “Summary of Significant Accounting Policies,”
and Note 11, “Employee Benefit Plans,” the Association participates in the Farm Credit Benefits Alliance 401(k) Plan and the
Defined Contribution (DC) Plan. Amounts contributed by the Association to the 401(k) and DC plans on behalf of the CEO and
senior officers are included in the “Deferred/Perquisite” column in the compensation table on the following page.
Association policy allows for reimbursement of tuition and related education expenses incurred in connection with approved
undergraduate and/or graduate level coursework. The program is available to all full-time, permanent employees. To the extent that
these payments exceed the IRS maximum limits, these amounts are added to each respective employee’s taxable earnings. The
Association also provides group term life insurance to all employees in an amount equal to double the employees’ respective
salaries. To the extent that the value of this life insurance exceeds $50,000, an amount is added to each respective employee’s
taxable earnings using the IRS-approved calculations. These payments are included in “Other” in the table on the following page.
Additionally, the Association employs a program for the health and well-being of its employees. All full-time, permanent
employees are eligible to participate in the program, which allows for reimbursement of physical fitness related expenses up to $400
per year, per employee. These payments are included in “Other” in the table on the following page. Retirement gifts and any payout
of unused annual leave at retirement are included in “Other” in the table on the following page. Neither the CEO nor any other

57
senior officer received non-cash compensation exceeding $5,000 in 2022, 2021 or 2020. Senior officers, including the CEO, are
reimbursed for reasonable travel, subsistence and other related expenses while conducting Association business. A copy of the
Association’s travel policy is available to shareholders upon request.
Summary Compensation Table
The following table summarizes the compensation paid to the CEO and all senior officers of the Association during 2022, 2021 and
2020. This may include other non-senior officers if their total compensation is within the top five highest paid employees. Amounts
reflected in the table are presented in the year the compensation was earned.
Name of
Individual or
number in group Change in Pension Deferred/
(a) Year Salary (b) Bonus (c) Value (d) Perquisite (e) Other (f) Total
Mel Koller, CEO 2022 $ 455,090 $ 163,832 $ - $ 27,450 $ 960 $ 647,332
2021 425,012 114,750 - 48,475 765 589,002
2020 355,014 113,600 - 40,989 1,113 510,716
Aggregate
Number of
Senior Officers
(& other highly
compensated
employees, if
applicable)
(5) 2022 $1,002,000 $ 322,929 $ - $ 109,267 $ 4,048 $1,438,244
(5) 2021 840,600 237,594 - 93,517 1,521 1,173,232
(5) 2020 746,644 214,393 407,076 75,403 15,445 1,458,961
(a) Aggregate number of senior officers/highly compensated individuals, excluding CEO.

(b) Gross salary, including retention plan compensation for certain senior officers.
(c) Bonuses paid within the first 30 days of the subsequent calendar year.
(d) Change in pension value represents the change in the actuarial present value of the accumulated benefit under the defined
benefit pension plan, the Farm Credit Bank of Texas Pension Plan, from the prior fiscal year to the current fiscal year.
(e) Deferred/Perquisites include contributions to 401(k) and defined contribution plans, supplemental 401(k) discretionary
contributions, automobile benefits and spousal travel reimbursements in accordance with IRS guidelines.
(f) Amounts in the “Other” column include group term life insurance, service awards, retirement benefit pay, health and wellness
reimbursements, moving allowance, insurance commission and annual leave payout.
Disclosure of information on the total compensation paid and the arrangements of the compensation plans during the last fiscal year
to any senior officer or to any other officer included in the aggregate are available and will be disclosed to shareholders of the
Association upon request.
The Association’s voting shareholders have the authority to cast a vote in an advisory vote on the Association’s CEO and/or senior
officer compensation if 5 percent of the total voting stockholders submit a petition to do so. The petition and the advisory vote will
be conducted in accordance with the Association’s policies and procedures. If a vote were to occur in the future, the results would
be shared with the shareholders. The results of any advisory vote are non-binding on the Association’s compensation committee and
the Association’s board of directors. Also, if the compensation for either the CEO or the aggregate senior officer group increased 15
percent or more from the previous reporting period, the Association must hold an advisory vote. To date, no advisory votes on the
Association’s CEO and senior officer compensation have occurred.

58
Other Supplemental Retirement Plans Funded by the Association on Behalf of Senior Officers and Employees
The Association sponsors a defined contribution supplemental retirement plan eligible to employees whose compensation exceeds
the IRS threshold of $125,000 in the preceding year. This plan would allow for an employee to restore their contributions restricted
by IRS limits to salary, elective deferrals made by employees to defer compensation out to a future date, discretionary contributions
made by the Association to a select group of employees and a retention feature using vesting schedules for discretionary
contributions. This plan is a nonqualified 401(k) plan. The Association has made no contributions to the plan to date. Employees
assigned Association automobiles reimburse the Association for personal miles at a board-established rate. Employees who use
their personal automobiles for business purposes were reimbursed during 2022 at the IRS-approved rate of 58.5 cents per mile.
Neither the CEO nor any other senior officer received noncash compensation exceeding $5,000 in 2022, 2021 and 2020.
Senior officers, including the CEO, are reimbursed for reasonable travel, subsistence and other related expenses while conducting
Association business. A copy of the Association’s travel policy is available to shareholders upon request.
TRANSACTIONS WITH DIRECTORS AND SENIOR OFFICERS
The Association’s policies on loans to and transactions with its officers and directors, required to be disclosed in this section, are
incorporated herein by reference from Note 12 to the consolidated financial statements, “Related Party Transactions,” included in
this annual report.
DIRECTORS’ AND SENIOR OFFICERS’ INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past five years, none of the Association’s officers or directors have been involved in legal proceedings that are material
to an evaluation of the ability or integrity of any person who served as a director or senior officer.
RELATIONSHIP WITH INDEPENDENT AUDITOR
The Association’s audit committee engaged the independent accounting firm of PricewaterhouseCoopers, LLC (PwC) to perform
the annual audit of the Association’s financial statements included in this annual report. The total fees paid per the 2022 audit
engagement letter for professional services rendered for the Association by PwC were $108,756.
RELATIONSHIP WITH UNINCORPORATED BUSINESS ENTITIES
The Association had no relationships with unincorporated business entities at December 31, 2022.
FINANCIAL STATEMENTS
The financial statements, together with the report thereon of PricewaterhouseCoopers, LLC dated March 9, 2023, and the report of
management in this annual report to stockholders, are incorporated herein by reference.
MEMBER/SHAREHOLDER PRIVACY
Members’ nonpublic personal financial information is protected by Farm Credit Administration regulation. Our directors and
employees are restricted from disclosing information not normally contained in published reports or press releases about the
Association or its members.
CREDIT AND SERVICES TO YOUNG, BEGINNING AND SMALL FARMERS AND RANCHERS,
AND PRODUCERS OR HARVESTERS OF AQUATIC PRODUCTS
The Association is committed to meeting the needs of Young, Beginning and Small (YBS) farmers and ranchers and recognizes the
need to support these operators to ensure a strong agricultural community for the future. Support of YBS lending activities is a
priority in the Association. Additional employee time and other resources are combined with the most liberal application of the
Association’s underwriting standards possible to meet the credit needs of YBS farmers and ranchers. In addition, the Association
actively supports other programs, events, scholarships and educational activities that benefit young people who will become the
agricultural providers of tomorrow.

59
The Association sets minimum standards and monitors its YBS performance on a regular basis. These results are also compared to
the demographics of the territory it serves as reflected in the USDA Census of Agriculture (Census).
Definitions for “young,” “beginning” and “small” farmers and ranchers used by the Association are:
x Young: Age 35 or younger as of the loan date

x Beginning: 10 years or less of farming, ranching or aquatic experience as of the loan date
x Small: Less than $250,000 in annual gross sales of agricultural products
Slight differences noted between the Census and our YBS information is as follows:
x The Census shows young farmers in a group up to age 34, whereas the Association’s YBS information shows young
farmers up to age 35.
x The Census shows years on present farm up to 9 years, whereas the Association’s YBS information shows 10 years or less
for a beginning farmer.
x The Census data is based on number of farms, whereas the Association’s YBS information is based on number of loans.
The 2012 USDA Census of Agriculture for Alabama indicates that 4.7 percent of farm operators are “young,” 19.2 percent are
“beginning” and 91.0 percent of the farms are “small.” The Association’s YBS lending goals per its 2018 business plan were as
follows:
YBS Class Percentage of Total Loans Percentage of Loan Volume

Young > 25% > 25%
Beginning > 45% > 45%
Small > 70% > 55%
The Associations YBS loans, as a percentage of total loans outstanding as of December 31, are reflected in the table below for the
past three years:
2020 2021 2022

Percent of Total Percent of Loan Percent of Total Percent of Loan Percent of Total Percent of Loan
Loans Volume Loans Volume Loans Volume
Young 27.0% 26.1% 26.1% 23.8% 26.6% 23.9%
Beginning 52.6% 51.2% 52.6% 49.5% 53.9% 48.4%
Small 74.4% 50.2% 71.6% 47.2% 71.6% 45.1%
The Association’s YBS loans, as a percentage of all loans closed each year, are reflected in the table below for the past three years:
2020 2021 2022

Percent of New Percent of New Percent of New Percent of New Percent of New Percent of New
Loans Loan Volume Loans Loan Volume Loans Loan Volume
Young 27.3% 23.8% 25.6% 19.5% 26.1% 24.3%
Beginning 52.6% 53.4% 54.2% 47.9% 55.9% 48.7%
Small 71.2% 48.3% 65.1% 47.9% 68.4% 47.5%
For purposes of the above tables, a loan could be classified in more than one category depending upon the characteristics of the
underlying borrower. The number and volume of loans in many cases falls into more than one category. For example, a 32-yearold
farmer with farm income of $150,000 would be counted in the statistics for both “young” and “small” categories.
The Association continues to provide credit to YBS farmers and ranchers at high levels as reflected by the above comparative data.
Emphasis on this area of the Association’s lending business will continue to be a priority.

60
2023 Dec-21 AM 09:24
U.S. DISTRICT COURT
N.D. OF ALABAMA
EXHIBIT 4
December 4, 2023
Dear Member Name,
You as our member, are the center of all we do at Alabama Farm Credit. A stable AFC ensures a
reliable source of financing for generations to come for our communities in North Alabama. For that
reason, the board of directors, the executive team, and its employees maintain the highest standards
and ethics.
We want to assure you that the recent accusations regarding the handling of a disgruntled former
borrower’s account in no way, shape, or form represent reality. Thank all of you for the overwhelming
show of support we have received, while barraged with these baseless attacks. Please know the Board
has the utmost confidence in our management, employees, policies, and procedures.
We have chosen to remain focused on our core business of providing credit to you, our borrowers. Rest
assured, we will defend Alabama Farm Credit and its shareholders against the false allegations and
threats to dismantle your Association. More importantly, this issue will have no impact on your loans or
other business activities with Alabama Farm Credit.
Your Association has operated for over a century building a reputation of integrity and trust among its
members. Your Association perceives its customer relationships as a partnership, hinging our success
on the success of your operations. This is the reality of Alabama Farm Credit’s history, philosophy, and
culture. It always has been an association built by the borrowers for the borrowers. This focus and
mission remain the sole guiding principle of your association, Alabama Farm Credit.
Twenty-two years ago, my wife and I came across a 220-acre cattle farm for sale. The seller was eager
for a young couple to acquire the property and continue farming it as opposed to it being subdivided.
At the time, we were renting our home and I was a mere 4 years into my veterinary practice; owning
only the truck used for my work. Needless to say, no financial institution would even consider loaning
us the money to purchase the farm with such little financial progress. Another farm credit institution
even told us that if we couldn’t pay for it in 15 years, they wouldn’t finance it. Luckily, they referred us
to Alabama Farm Credit. The first thing my loan officer said was, “I’m not sure if we can make it happen
but let me see what I can do.” They were the only bank willing to take a chance on us and they made
us the loan. Now, 22 years later, we have grown to 360-acres, 80 head of cattle and are financially
strong.
That’s the Alabama Farm Credit story I have, and I share it with thousands of others whose dreams
were brought to life by this great organization. This and many other stories exemplify who and what
Alabama Farm Credit is and always has been! The board, the leadership team, the employees are all
committed to maintaining this great approach now and for the next century.
If you have concerns, please do not hesitate to contact any member of the board, the executive
team, or your local loan officer.
Together We Grow! Together We Are Alabama Farm Credit!
Dr. Matthew Christjohn
Board Chairman
Alabama Farm Credit
2023 Dec-21 AM 09:24
U.S. DISTRICT COURT
N.D. OF ALABAMA
EXHIBIT 5
2023 Dec-21 AM 09:24
U.S. DISTRICT COURT
N.D. OF ALABAMA
EXHIBIT 6
From: Dustin Kittle <[email protected]>

Date: December 12, 2023 at 3:59:28 PM EST
To: Mel Koller <[email protected]>, [email protected]
Cc: Ashley Posey <[email protected]>, Emily Jo Davis <[email protected]>
Subject: Stockholders' Meeting Set to Occur on December 29, 2023
Mr. Koller and Mr. Christjohn:
As you are aware, I represent certain individual stockholders of Alabama Farm Credit. By this correspondence, I am
contacting you on behalf of those stockholders to ensure that you, in your role as CEO and Board Chairman, intend to
comply with all legal obligations with respect to the Stockholders' Meeting set to occur on Friday, December 29, 2023.
Despite the fact that I provided you with formal notice of the petition on December 1, 2023 (and have confirmed your
receipt of same by certified mail), you have had no response to date; other than a letter mailed directly to the
stockholders by the Board Chairman insisting that the allegations asserted against the Officers and Directors are false.
To be clear, the stockholders seek to be fully compliant with all applicable laws and regulations concerning the
Stockholders' Meeting set to occur on December 29, 2023. Given that, while anonymity should be and is afforded to
stockholders seeking to remove management from an Association (in order to protect those borrowers from retaliation
by management), there is at least one (1) stockholder that I represent who is willing to put their name forward in the
event you contend such information is required prior to you fulfilling your obligations. In short, you will not simply
ignore these communications without violating the duties you owe to the stockholders pursuant to the Association's By-
Laws as well as applicable laws and regulations.
In accordance with Article III of the Association's By-Laws, "Meetings of the Stockholders for any purpose or purposes
may be called by the chairman of the board or the chief executive officer." It is our interpretation of the Association's
Annual Report for 2022 that specific conditions for an advisory vote were set out, which have been met by the
automatic trigger of the senior management compensation increase and the petition of five percent (5%) of the
Association's voting stockholders. (See December 1, 2023 Correspondence regarding the Stockholders'
Petition). Further, prior guidance from the Farm Credit Administration has made clear that a stockholder advisory vote
may be taken through a meeting, which the 185 petitioning stockholders demand.
By setting forth the specific conditions for the advisory vote in the Annual Report, which was executed by you both, we
contend that the meeting was "called" by the "chairman of the board [and] the chief executive officer" immediately
upon the satisfaction of those conditions.
Nevertheless, as the stockholders intend to leave no doubt as to their compliance, I direct you to the last sentence of
Article III, Section 300.2 of the By-Laws, which states: "If the Board fails or refuses to order such notice to be made, the
notice may be given by the Stockholder(s) making the call ... ."
Put simply, if you do not intend to formally call and provide notice of the December 29, 2023 Stockholders' Meeting, as
your duties require, then the petitioning stockholders will.
The Association suffers no prejudice in providing notice to the stockholders; and any attempt to thwart that process will
be seen for exactly what it is, a violation of the duties charged to the CEO and the Board of Directors. FCA regulations
1
require the Association to maintain a list of the voting stockholders at all times; moreover, it is apparent that the
Association has that list readily available, as the Board Chairman mailed correspondence dated December 4, 2023 to the
Association's stockholders. To eliminate any defense as to inconvenience to the Association, the petitioning
stockholders accept December 4, 2023 as the "Record Date" (as defined by Article III, Section 340 of the Association's
By-Laws) for purposes of identifying the voting stockholders required to receive notice of the December 29, 2023
Stockholders' Meeting. Or more straightforward, the Association's management can fulfill their duties owed by doing
nothing more than mailing notice of the Stockholders' Meeting to the exact same list of recipients that was used to send
out the Board Chairman's December 4, 2023 correspondence.
As it stands, the petitioning stockholders propose three (3) alternative options for the CEO and the Board Directors to
remain in compliance with their duties owed under the By-Laws as well as applicable law and regulations:
1) Pursuant to Article III of the Association's By-Laws, the Association may extend the same courtesy extended to the
Board Chairman, within the past week, by mailing notice to the voting stockholders of the December 29, 2023
Stockholders' Meeting, with that notice mailed out on Thursday, December 14, 2023;
2) Pursuant to Article III of the Association's By Laws, the petitioning stockholders are agreeable to mailing notice
themselves to the voting stockholders of the December 29, 2023 Stockholders' Meeting, with that notice mailed out on
Thursday, December 14, 2023; or
3) Pursuant to 12 U.S.C. Section 2184, the petitioning stockholders are agreeable to exercising the rights provided by
federal statute to "request the institution to mail or otherwise furnish to each stockholder a communication for a
permissible purpose on behalf of the requesting stockholder," with that notice mailed out on Thursday, December 14,
2023.
As there will be no assertion that the petitioning stockholders failed to act in good faith, the CEO and/or Board of
Directors may select whichever of those three (3) alternative options that they may choose and provide a reply
indicating same on or before Noon Central Time on Wednesday, December 13, 2023. If no reply is received by that
juncture, it will be presumed that the Association's management has no intention of complying with their duties and
legal action will be taken to protect the interests of the stockholders.
In the event the Association's management selects Options 1 or 3, the petitioning stockholders will provide a copy of the
Notice to be mailed within the next 24 hours. That Notice will meet all requisites of Article III of the Association's By-
Laws and need only be placed in the mail on Thursday, December 14, 2023.
In the event the Association's management selects Option 2, please provide by email the list of voting stockholders the
Association has readily available (as of the Record Date). Please note, however, that during the federal agency
investigation into the operations of Alabama Farm Credit, the Association, through counsel, provided a deficient list of
stockholders that failed to meet the directives set forth by the United States Farm Credit Administration. As the
Administration has made clear, farm credit lenders are member-owned cooperatives that should not impede
communications between its stockholders. Alabama Farm Credit has between 3,000 and 3,500 current voting
stockholders; the prior list provided by the Association, during the pendency of the federal investigation, was a 456
page, non-sortable, non-scannable image file with more than 13,000 line items.
If the CEO and Board of Directors require the petitioning stockholders to foot the bill in mailing out notice of the
December 29, 2023 Stockholders' Meeting, they are willing to do so; however, but, in accordance with FCA regulations
and directives, the Association must provide the list of voting stockholders in the format required by law, just as was
utilized through the courtesy of mailing Board Chairman Matthew Christjohn's December 4, 2023 correspondence.
Finally, please provide notice of this correspondence to all Board members to be certain they understand that a failure
to adhere to the Association's By-Laws and/or applicable laws will result in the stockholders filing a Petition for Issuance
2
of a Writ of Quo Warranto to immediately disqualify and remove those individuals from serving further as Directors of
Alabama Farm Credit.
If you should have any questions regarding this correspondence or the upcoming Stockholders' Meeting, please do not
hesitate to contact me at 256-996-5822. I look forward to hearing from you.
Thank you,
Dustin J. Kittle
Managing Partner
O: (205) 358-3100
C: (256) 996-5822
E: [email protected]
3
2023 Dec-21 AM 09:24
U.S. DISTRICT COURT
N.D. OF ALABAMA
EXHIBIT 7
From: Dustin Kittle <[email protected]>

Sent: Thursday, December 14, 2023 1:16:28 PM
To: Mel Koller <[email protected]>; [email protected]
<[email protected]>
Cc: Ashley Posey <[email protected]>; Emily Jo Davis <[email protected]>
Subject: [External Email] Re: Stockholders' Meeting Set to Occur on December 29, 2023
This message is coming from an external sender. Never open attachments or click on links
without validating with the sender.
Mr. Koller and Mr. Christjohn,
You are aware and have not objected to my submitting this request for notice of the December
29, 2023 Stockholders' Meeting. As you have refused and/or failed to provide a current list of
the voting stockholders, please proceed in mailing the Official Notice set forth below for the
December 29, 2023 Meeting of the Stockholders, in accordance with your legal obligations and
duties under Section 310 of the Association's By-Laws as well as federal statutory law and
regulations. In the event you refuse and/or fail to mail this Official Notice by close of business
today, Thursday, December 14, 2023, you will be in violation of those aforementioned legal
obligations; and legal action will be taken in order to remove you from serving in any official
capacity as an Officer or Director of Alabama Farm Credit, ACA.
-----------------------------
Notice of Meeting of the Stockholders of Alabama Farm Credit, ACA
A Meeting of the Stockholders of Alabama Farm Credit, ACA will be held on Friday, December
29, 2023 at 10:00 AM Central Time at the Administrative Office and Headquarters of Alabama
Farm Credit, ACA, which is located at 300 2nd Avenue Southwest, Cullman, Alabama 35055.
You are cordially invited to attend. The agenda for the Meeting will include the following:
Verification of Quorum to conduct business of the Association in accordance with Section 320 of
the By-Laws;
Discussion and Secret Ballot Advisory Vote as to CEO and Senior Management Compensation;
Discussion and Secret Ballot Vote to Remove all Members currently serving on the Board of
Directors of Alabama Farm Credit, ACA;
Discussion and Secret Ballot Vote to Terminate the Association's Relationship with its outside
legal counsel, Bradley Arant Boult Cummings LLP, and to form a Committee of Member
Borrowers to evaluate the pursuit of a Legal Malpractice Action against them for the benefit of
the Stockholders;
Discussion and Secret Ballot Vote to form a Committee of Member Borrowers to evaluate and/or
audit the purchase transaction of Farm Shield f/k/a the Steve Tate Crop Insurance Agency, and to
recommend the appropriate action to be taken for the benefit of the Stockholders;
SGR/43845261.1
Discussion and Secret Ballot Vote to Stay Any and All Pending Foreclosure Actions, including,
but not limited to, any and all loans currently placed in distress, in order to allow for proper
review to ensure compliance with applicable law and regulations as well as fairness and ethical
treatment of the Member Borrowers;
Discussion and Secret Ballot Vote to Amend the Association's By-Laws, in order to define
certain terminology therein and to modify the Association's existing loan policies, including as to
poultry loans, to ensure compliance with applicable law and regulations as well as fairness and
ethical treatment of the Member Borrowers;
Review of Association Performance;
Review of Plan to Implement New Management for the Association;
Any and All Other New Business which may be legally brought forward by the stockholders in
accordance with the Association's By-Laws as well as applicable law and regulations; and
Adjournment
----------------------------
If you should have any questions, please do not hesitate to contact me at 256-996-5822.
Please provide confirmation once this Official Notice has been sent to the voting stockholders
pursuant to your legal duties as the CEO and Board Chairman of Alabama Farm Credit, ACA. If
I have not received said confirmation within 24 hours, I will presume you have failed to send the
enclosed Official Notice to the stockholders in violation of the legal duties owed to the
Association and its Member Borrowers.
Thank you,
Dustin J. Kittle
Managing Partner
O: (205) 358-3100
C: (256) 996-5822
On Tue, Dec 12, 2023 at 2:59 PM Dustin Kittle <[email protected]> wrote:

Mr. Koller and Mr. Christjohn:
As you are aware, I represent certain individual stockholders of Alabama Farm Credit. By this
correspondence, I am contacting you on behalf of those stockholders to ensure that you, in your
role as CEO and Board Chairman, intend to comply with all legal obligations with respect to the
Stockholders' Meeting set to occur on Friday, December 29, 2023.
Despite the fact that I provided you with formal notice of the petition on December 1, 2023 (and
have confirmed your receipt of same by certified mail), you have had no response to date; other
than a letter mailed directly to the stockholders by the Board Chairman insisting that the
allegations asserted against the Officers and Directors are false.
To be clear, the stockholders seek to be fully compliant with all applicable laws and regulations
concerning the Stockholders' Meeting set to occur on December 29, 2023. Given that, while
SGR/43845261.1
anonymity should be and is afforded to stockholders seeking to remove management from an

Association (in order to protect those borrowers from retaliation by management), there is at
least one (1) stockholder that I represent who is willing to put their name forward in the event
you contend such information is required prior to you fulfilling your obligations. In short, you
will not simply ignore these communications without violating the duties you owe to the
stockholders pursuant to the Association's By-Laws as well as applicable laws and regulations.
In accordance with Article III of the Association's By-Laws, "Meetings of the Stockholders for
any purpose or purposes may be called by the chairman of the board or the chief executive
officer." It is our interpretation of the Association's Annual Report for 2022 that specific
conditions for an advisory vote were set out, which have been met by the automatic trigger of the
senior management compensation increase and the petition of five percent (5%) of the
Association's voting stockholders. (See December 1, 2023 Correspondence regarding the
Stockholders' Petition). Further, prior guidance from the Farm Credit Administration has made
clear that a stockholder advisory vote may be taken through a meeting, which the 185 petitioning
stockholders demand.
By setting forth the specific conditions for the advisory vote in the Annual Report, which was
executed by you both, we contend that the meeting was "called" by the "chairman of the board
[and] the chief executive officer" immediately upon the satisfaction of those conditions.
Nevertheless, as the stockholders intend to leave no doubt as to their compliance, I direct you to
the last sentence of Article III, Section 300.2 of the By-Laws, which states: "If the Board fails or
refuses to order such notice to be made, the notice may be given by the Stockholder(s) making
the call ... ."
Put simply, if you do not intend to formally call and provide notice of the December 29, 2023
Stockholders' Meeting, as your duties require, then the petitioning stockholders will.
The Association suffers no prejudice in providing notice to the stockholders; and any attempt to
thwart that process will be seen for exactly what it is, a violation of the duties charged to the
CEO and the Board of Directors. FCA regulations require the Association to maintain a list of
the voting stockholders at all times; moreover, it is apparent that the Association has that list
readily available, as the Board Chairman mailed correspondence dated December 4, 2023 to the
Association's stockholders. To eliminate any defense as to inconvenience to the Association, the
petitioning stockholders accept December 4, 2023 as the "Record Date" (as defined by Article
III, Section 340 of the Association's By-Laws) for purposes of identifying the voting
stockholders required to receive notice of the December 29, 2023 Stockholders' Meeting. Or
more straightforward, the Association's management can fulfill their duties owed by doing
nothing more than mailing notice of the Stockholders' Meeting to the exact same list of recipients
that was used to send out the Board Chairman's December 4, 2023 correspondence.
As it stands, the petitioning stockholders propose three (3) alternative options for the CEO and
the Board Directors to remain in compliance with their duties owed under the By-Laws as well
as applicable law and regulations:
SGR/43845261.1
1) Pursuant to Article III of the Association's By-Laws, the Association may extend the same
courtesy extended to the Board Chairman, within the past week, by mailing notice to the voting
stockholders of the December 29, 2023 Stockholders' Meeting, with that notice mailed out on
Thursday, December 14, 2023;
2) Pursuant to Article III of the Association's By Laws, the petitioning stockholders are agreeable
to mailing notice themselves to the voting stockholders of the December 29, 2023 Stockholders'
Meeting, with that notice mailed out on Thursday, December 14, 2023; or
3) Pursuant to 12 U.S.C. Section 2184, the petitioning stockholders are agreeable to exercising
the rights provided by federal statute to "request the institution to mail or otherwise furnish to
each stockholder a communication for a permissible purpose on behalf of the requesting
stockholder," with that notice mailed out on Thursday, December 14, 2023.
As there will be no assertion that the petitioning stockholders failed to act in good faith, the CEO
and/or Board of Directors may select whichever of those three (3) alternative options that they
may choose and provide a reply indicating same on or before Noon Central Time on Wednesday,
December 13, 2023. If no reply is received by that juncture, it will be presumed that the
Association's management has no intention of complying with their duties and legal action will
be taken to protect the interests of the stockholders.
In the event the Association's management selects Options 1 or 3, the petitioning stockholders
will provide a copy of the Notice to be mailed within the next 24 hours. That Notice will meet
all requisites of Article III of the Association's By-Laws and need only be placed in the mail on
Thursday, December 14, 2023.
In the event the Association's management selects Option 2, please provide by email the list of
voting stockholders the Association has readily available (as of the Record Date). Please note,
however, that during the federal agency investigation into the operations of Alabama Farm
Credit, the Association, through counsel, provided a deficient list of stockholders that failed to
meet the directives set forth by the United States Farm Credit Administration. As the
Administration has made clear, farm credit lenders are member-owned cooperatives that should
not impede communications between its stockholders. Alabama Farm Credit has between 3,000
and 3,500 current voting stockholders; the prior list provided by the Association, during the
pendency of the federal investigation, was a 456 page, non-sortable, non-scannable image file
with more than 13,000 line items.
If the CEO and Board of Directors require the petitioning stockholders to foot the bill in mailing
out notice of the December 29, 2023 Stockholders' Meeting, they are willing to do so; however,
but, in accordance with FCA regulations and directives, the Association must provide the list of
voting stockholders in the format required by law, just as was utilized through the courtesy of
mailing Board Chairman Matthew Christjohn's December 4, 2023 correspondence.
Finally, please provide notice of this correspondence to all Board members to be certain they
understand that a failure to adhere to the Association's By-Laws and/or applicable laws will
result in the stockholders filing a Petition for Issuance of a Writ of Quo Warranto to immediately
SGR/43845261.1
disqualify and remove those individuals from serving further as Directors of Alabama Farm
Credit.
If you should have any questions regarding this correspondence or the upcoming Stockholders'
Meeting, please do not hesitate to contact me at 256-996-5822. I look forward to hearing from
you.
Thank you,
Dustin J. Kittle
Managing Partner
O: (205) 358-3100
C: (256) 996-5822
----------------------------
[The information contained in this e-mail message is intended only for the personal and confidential use
of the recipient(s) named above. If the reader of this message is not the intended recipient or an agent
responsible for delivering it to the intended recipient, you are hereby notified that you have received this
document in error and that any review, dissemination, distribution, or copying of this message is strictly
prohibited. If you have received this communication in error, please notify us immediately by e-mail, and
delete the original message.]
----------------------------
SGR/43845261.1
2023 Dec-21 AM 09:24
U.S. DISTRICT COURT
N.D. OF ALABAMA
EXHIBIT 8
December 15, 2023
Dear Shareholder,
We are writing to you to address any confusion being caused among our stockholders about
whether there is going to be a meeting of the Association’s stockholders on December 29, 2023.
The simple answer is no, there will be no stockholder meeting on that date because no such
meeting has been called for in accordance with the Association’s By-Laws. We explain why
that is the case in this letter.
As the Chairman of our Board of Directors, Dr. Matthew Christjohn, shared with you in his
recent letter, despite the improper conduct being engaged in by a former borrower, we at
Alabama Farm Credit remain focused on the business of providing excellent service and credit
to our borrowers and a return to our members. However, it has come to our attention that this
same former borrower is purporting to call for a special meeting of the voting stockholders and
an advisory vote on executive compensation on December 29, 2023. He has submitted to the
Association what he contends is a request for a special meeting and a petition for the advisory
vote, which he claims is on behalf of one or more unidentified stockholders that he states he
represents. We feel the need to address this former borrower’s efforts to call for a special
meeting and advisory vote to avoid any possible confusion. In short, there will be no meeting
of the stockholders or advisory vote on December 29, 2023.
While the Association’s Bylaws include provisions that, under certain circumstances, permit
current voting stockholders of the Association to call a meeting, this former borrower is not a
current voting stockholder and also has not complied with the Association’s Bylaws. Under the
Association’s Bylaws, special meetings of the stockholders “may be called by the chairman of
the board or the chief executive officer, and shall be called by the chief executive officer or
secretary at the request in writing of a majority of the Board or at the request in writing of at
least ten (10) percent of the Voting Stockholders.” Neither a majority of the Board nor 10% of
the Voting Stockholders have submitted a written request to call a special meeting of the
stockholders. Accordingly, no meeting of stockholders will occur on December 29, 2023, and
any votes or actions taken at such a meeting will not be valid or have any legal force or effect.
With regard to the former borrower’s supposed petition for an advisory vote on executive
compensation, the Association’s most recent annual report provides for an advisory vote on
executive compensation if: (1) 5% of the voting stockholders submit a petition requesting the
vote, or (2) the compensation for either the CEO or the aggregate senior officer group increased
15% or more from the previous reporting period. Neither of these prerequisites has been met.
First, the Association has not received a petition from 5% of the voting stockholders. The
Association has only received the purported notice and petition from the former borrower.
While he contends that he represents one or more unidentified stockholders, the former
borrower has not submitted any documentation to support this or to show that 5% of the voting
stockholders have petitioned for an advisory vote. Second, neither the compensation for the
CEO nor the aggregate senior officer group has increased by 15% or more from the previous
reporting period. While this former borrower may contend otherwise, his calculations are not
in accordance with prior guidance or the regulations of the Farm Credit Administration
regarding advisory votes on executive compensation. Regardless, nothing in the Association’s
Bylaws or otherwise permits a former borrower to call a meeting to hold such an advisory vote.
Instead, any advisory vote would take place in accordance with the Association’s Bylaws (i.e.,
at a properly called special or annual meeting). Accordingly, the Association will not be
holding an advisory vote on executive compensation on December 29, 2023, at the meeting
referred to above or otherwise, and any votes taken at such a meeting will not be considered
an official advisory vote and will not have any legal force or effect.
The executive team and the Board Directors of Alabama Farm Credit remain committed to
upholding the Bylaws and the integrity of Alabama Farm Credit, as is their duty to the
stockholders. We want to assure you that you have no reason to be concerned with the actions
that the former borrower has threatened will take place on December 29, 2023, and to caution
you that any such meeting will be of no official consequence to the Association.
We greatly appreciate your continued support of Alabama Farm Credit, its executive team and
the Board of Directors. As always, we invite you to contact any member of the Board, the
executive team, or your local loan officer, if you have any questions or concerns in regard to
the foregoing.
Our CEO, Mel Koller, can be reached at [email protected]. Our Chairman,

Dr. Matthew Christjohn, can be reached at [email protected].
Stockholder requests for a meeting with the CEO or Chairman whether by teleconference or in
person will be coordinated through Beverly Niceley at 256-737-7128.
Together We Grow!
Mel Koller Dr. Matthew Christjohn
President, Chief Executive Officer Board Chairman

Alabama Farm Credit Alabama Farm Credit
2023 Dec-21 AM 09:24
U.S. DISTRICT COURT
N.D. OF ALABAMA
EXHIBIT 9
1105 W. Peachtree St. NE, Suite 1000

Atlanta, Georgia 30309-9813
Tel: 404 815-3500
www.sgrlaw.com
Ronald E. Barab
Direct Tel: 404-815-3573
Direct Fax: 404-685-6873
[email protected]
December 15, 2023
VIA FEDERAL EXPRESS AND EMAIL [email protected]
Dustin J. Kittle
Columbia, Tennessee 38401-2394
Dustin J. Kittle
Columbia, TN 38401-2395
Re: December 1, 2023 Letter re “Petition and Notice of Meeting of the Stockholders
to Occur on December 29, 2023” and Emails dated December 12th and 14th.
Dear Mr. Kittle:
This firm represents Alabama Farm Credit, ACA (the “Association”). The Association
received a letter from you dated December 1, 2023, addressed to Mel Koller, CEO, and Dr.
Matthew Christjohn, Chairman of the Board of Directors which was first received by the
Association on December 8th by certified mail. The Association has also received your emails
to Mr. Koller and Dr. Christjohn dated December 12th and December 14th.
In your letter and emails, you purport, among other things, to provide notice of a meeting
of the stockholders for December 29, 2023, to demand the Association provide you with a
stockholder list, to demand that the Association send out a notice of your purported meeting, and
to set an agenda for the purported meeting of the stockholders.
There will be no official meeting of the stockholders of the Association on December 29,
2023 at the Association or at any other location, and any unofficial gathering of stockholders that
occurs that day will not be recognized by the Association as a stockholders meeting. Please find
enclosed Mr. Koller’s and Dr. Christjohn’s letter to the stockholders of the Association clearing
up any confusion your improper actions have caused.
We further caution you against purporting to call stockholder meetings, calling for
advisory votes of the stockholders, or taking any other actions in violation of the Association’s
By-Laws given that you are not a stockholder. Your actions to date in this regard have caused
considerable harm and expense to the Association and will continue to do so unless you
immediately cease your improper actions.
We also remind you yet again of your ethical obligation as an attorney to not directly
contact represented parties. Please direct all further communications regarding this matter to
the undersigned. The Association reserves all of its rights in the interim.
Very truly yours,
Ronald E. Barab
Enclosure
cc: Ashley Posey (via email [email protected] with enclosure)

December 15, 2023
Dear Shareholder,
We are writing to you to address any confusion being caused among our stockholders about
whether there is going to be a meeting of the Association’s stockholders on December 29, 2023.
The simple answer is no, there will be no stockholder meeting on that date because no such
meeting has been called for in accordance with the Association’s By-Laws. We explain why
that is the case in this letter.
As the Chairman of our Board of Directors, Dr. Matthew Christjohn, shared with you in his
recent letter, despite the improper conduct being engaged in by a former borrower, we at
Alabama Farm Credit remain focused on the business of providing excellent service and credit
to our borrowers and a return to our members. However, it has come to our attention that this
same former borrower is purporting to call for a special meeting of the voting stockholders and
an advisory vote on executive compensation on December 29, 2023. He has submitted to the
Association what he contends is a request for a special meeting and a petition for the advisory
vote, which he claims is on behalf of one or more unidentified stockholders that he states he
represents. We feel the need to address this former borrower’s efforts to call for a special
meeting and advisory vote to avoid any possible confusion. In short, there will be no meeting
of the stockholders or advisory vote on December 29, 2023.
While the Association’s Bylaws include provisions that, under certain circumstances, permit
current voting stockholders of the Association to call a meeting, this former borrower is not a
current voting stockholder and also has not complied with the Association’s Bylaws. Under the
Association’s Bylaws, special meetings of the stockholders “may be called by the chairman of
the board or the chief executive officer, and shall be called by the chief executive officer or
secretary at the request in writing of a majority of the Board or at the request in writing of at
least ten (10) percent of the Voting Stockholders.” Neither a majority of the Board nor 10% of
the Voting Stockholders have submitted a written request to call a special meeting of the
stockholders. Accordingly, no meeting of stockholders will occur on December 29, 2023, and
any votes or actions taken at such a meeting will not be valid or have any legal force or effect.
With regard to the former borrower’s supposed petition for an advisory vote on executive
compensation, the Association’s most recent annual report provides for an advisory vote on
executive compensation if: (1) 5% of the voting stockholders submit a petition requesting the
vote, or (2) the compensation for either the CEO or the aggregate senior officer group increased
15% or more from the previous reporting period. Neither of these prerequisites has been met.
First, the Association has not received a petition from 5% of the voting stockholders. The
Association has only received the purported notice and petition from the former borrower.
While he contends that he represents one or more unidentified stockholders, the former
borrower has not submitted any documentation to support this or to show that 5% of the voting
stockholders have petitioned for an advisory vote. Second, neither the compensation for the
CEO nor the aggregate senior officer group has increased by 15% or more from the previous
reporting period. While this former borrower may contend otherwise, his calculations are not
in accordance with prior guidance or the regulations of the Farm Credit Administration
regarding advisory votes on executive compensation. Regardless, nothing in the Association’s
Bylaws or otherwise permits a former borrower to call a meeting to hold such an advisory vote.
Instead, any advisory vote would take place in accordance with the Association’s Bylaws (i.e.,
at a properly called special or annual meeting). Accordingly, the Association will not be
holding an advisory vote on executive compensation on December 29, 2023, at the meeting
referred to above or otherwise, and any votes taken at such a meeting will not be considered
an official advisory vote and will not have any legal force or effect.
The executive team and the Board Directors of Alabama Farm Credit remain committed to
upholding the Bylaws and the integrity of Alabama Farm Credit, as is their duty to the
stockholders. We want to assure you that you have no reason to be concerned with the actions
that the former borrower has threatened will take place on December 29, 2023, and to caution
you that any such meeting will be of no official consequence to the Association.
We greatly appreciate your continued support of Alabama Farm Credit, its executive team and
the Board of Directors. As always, we invite you to contact any member of the Board, the
executive team, or your local loan officer, if you have any questions or concerns in regard to
the foregoing.
Our CEO, Mel Koller, can be reached at [email protected]. Our Chairman,

Dr. Matthew Christjohn, can be reached at [email protected].
Stockholder requests for a meeting with the CEO or Chairman whether by teleconference or in
person will be coordinated through Beverly Niceley at 256-737-7128.
Together We Grow!
Mel Koller Dr. Matthew Christjohn
President, Chief Executive Officer Board Chairman

Alabama Farm Credit Alabama Farm Credit

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Case 5:23-cv-01739-HNJ Document 1 Filed 12/20/23 Page 1 of 31 FILED

2023 Dec-21 AM 09:24

IN THE UNITED STATES DISTRICT COURT

ALABAMA FARM CREDIT, ACA, )

Defendant Dustin Kittle (“Kittle”), and states as follows:

1. Located in Cullman, Alabama, AFC (sometimes referred to as the

“Association”) is an agricultural credit association originally founded in 1916 as part

agricultural industry, primarily in North Alabama. As with other agricultural credit

stockholders in AFC. AFC currently has 3,339 stockholders/borrowers. As a local

and a return to its borrowers/stockholders.

2. Defendant Dustin Kittle (“Kittle”) is a disgruntled former borrower

engaged in a campaign of making false and misleading communications to AFC’s

stockholder/borrowers, its former and prospective borrowers, AFC’s regulators, and

the agricultural credit community, generally, defaming AFC’s executive leadership,

3. In furtherance of his scheme to create a “new AFC,” in a December 1,

a current stockholder in AFC—has now purported to request and call a special

meeting of AFC’s stockholders for December 29, 2023, at AFC’s headquarters in

accordance with AFC’s Bylaws.

4. In an effort to remediate any confusion caused by Kittle’s actions, AFC

caused considerable harm and expense and would continue to do so unless he

believing that the “meeting” will proceed.

5. In this Complaint, AFC asks the Court to enter a preliminary and

permanent injunction enjoining Kittle from purporting to hold a meeting of AFC’s

with its stockholders, employees, and current and prospective borrowers.

THE PARTIES, JURISDICTION & VENUE

6. This Court has subject matter jurisdiction pursuant to 28 U.S.C. §1332

(i.e., diversity jurisdiction).

7. The amount in controversy exceeds $75,000, exclusive of interest and

8. AFC is a federally charted entity with a principal place of business at

is therefore a citizen of the State of Alabama for the purposes of diversity

9. Defendant Kittle is domiciled and resides in Columbia, Tennessee.

P. 4.2(a)(2)(A)-(I). Among other things, Kittle claims to represent a group of

stockholders located in Alabama, Kittle has called for a meeting of AFC’s

anticipated or should have anticipated would be suffered in the State of Alabama.

11. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1391(b).

A. Kittle’s campaign to defame and harm AFC

examples of Facebook posts made by Kittle that demonstrate his animosity:

executive team, and create a “new AFC” by pressuring, harassing, or ultimately

removing AFC’s Board of Directors.

AFC’s current and prospective customers, stockholders, the agricultural credit

claims against AFC.

a. “I have evaluated a considerable number of AFC loans, enough to

day’s end.” (Posted to Facebook on October 2, 2023.)

attack them individually. Below are a few examples:

a. Kittle made menacing comments like: “I can… still make [the

bourbon with down at the lodge.” (Posted to Facebook on November 8, 2023.)

harm or violence against him or others:

location of AFC executives’ homes. (Posted to Facebook on December 2, 2023.)

B. Kittle purports to hold an online stockholders’ vote

stockholders’ “vote” to remove the Board of Directors on December 1, 2023. Kittle

would deliver to AFC’s Corporate Secretary a letter stating: “An independent

installed. (Posted to Facebook on October 27, 2023.)

23. In addition to soliciting anonymous and invalid secret “votes” on the

internet, Kittle directly contacted AFC’s current and former borrowers/stockholders

by text messages. To accomplish this, Kittle apparently used an out-of-date list of

when he was an AFC stockholder, despite having personally certified, when he

reached non-borrowers in the community and minor children of borrowers.

24. Similar to his internet solicitations, Kittle’s text messages to specific

his illegal campaign and want Kittle’s harassment to stop.