PEANUT FOUNDATION, INC.
amended through December 8,
Statement of Purpose, Office
1. Name. The name of the
foundation shall be The Peanut Foundation, Inc.
of Purpose. The purposes of the Foundation shall be:
operate exclusively for charitable, scientific, literary or education purposes.
fund and conduct scientific investigation and research to enhance agriculture,
including disease control, sampling and new product development.
provide educational training and materials for the general public.
provide marketing research, including consumer trends and analysis.
provide scholarships for deserving students who wish to learn more about the
publish the results of all scientific and market research conducted.
In carrying out the foregoing
purposes, the Foundation shall be empowered to take any and all lawful acts in
furtherance thereof; provided, however, that the Foundation shall do nothing
which would jeopardize the obtaining and retention of tax-exempt status as a
scientific and educational organization under Section 501(c)(3) of the Internal
Offices. The Foundation
may have such office(s) as the Board of Directors from time to time determines.
of Directors. The affairs of the Foundation shall be
managed by a Board of Directors consisting of sixteen (16) members.
of the Board. Twelve (12) of the members shall be elected
as AT-LARGE directors from contributors to the Foundation by the Foundation
Board of Directors. The remaining four (4) members shall be the Immediate Past
Chairman, Chairman, Chairman-Elect and Treasurer of the American Peanut
and Elections. Nominations for election to the Board shall
be submitted at the annual meeting of the Board of Directors and election of
Board members shall take place at that time.
The Chairman, if he/she so desires, may appoint a Nominating
Committee. In the event of a vacancy on
the Board, the Chairman will appoint a Director to fill the unexpired term.
of Office. The AT-LARGE directors shall serve three (3)
year terms, with four (4) directors being elected each year. The terms of office shall be applicable to
the individual directors and not to the companies or organizations which they
represent. The remaining members of the
Board shall serve so long as they are officers of the American Peanut Council.
of the Board. An annual meeting of the Board of Directors
shall be held at such time and place as may be determined by the Board. Other meetings of the Board shall be held
whenever called by the Chairman or by twenty-five percent (25%) of the Board
members. At least thirty (30) days written notice must be given prior to each
meeting. Meetings may be held via
telephone conference call. In the
absence of a meeting, members of the Board may vote on matters by electronic
6. Quorum. At all meetings
of the Board of Directors, a quorum shall consist of a majority of Directors
present either in person or by proxy.
and Duties. The Board of Directors shall be the
administrative and operative body of the Foundation. The Board may create and appoint committees
and define their respective powers and duties.
The Board of Directors is responsible for seeing that funds are obtained
and made available for the maintenance and operation of the Foundation; and is
responsible for the establishment and accomplishment of a high standard of
selection for the recipients of funding and grants from the Foundation The
Board shall meet regularly to receive, consider and act upon the reports of the
President and committees regarding the problems and programs of the Foundation.
8. Compensation. All Directors
shall serve without salary or other compensation.
Executive Committee. The Board of Directors
may elect from its membership by majority vote a three (3) member Executive
Committee which shall possess and exercise the powers of the Board in the
management and direction of the affairs of the Foundation in the interim
between meetings of the Board. The Board
shall designate one member as Chairman of the Executive Committee.
1. Officers. The Board of
Directors shall elect from among its members a Chairman, Vice Chairman and a
Secretary/ Treasurer. Officers shall
serve a term of two (2) years.
2. President. The President of
the American Peanut Council shall serve as President and Executive Director of
the Foundation or shall designate an individual to serve in such capacity. The President of the Council or his/her
designee shall be the chief executive officer, shall manage and direct all
activities of the Foundation as prescribed by the Board of Directors and be
responsible to the Board. He/she shall
also have charge of the Corporate Seal.
3. Chairman. The Chairman
shall preside at all meetings of the membership and Board of Directors. The Chairman shall see that all orders and
resolutions of the Board of Directors are carried into effect. He/she shall be ex officio, a member of committees created by the Board of
Directors under the provisions of the bylaws.
Chairman. The Vice Chairman shall in the absence of the
Chairman, assume all duties of that office and shall perform such other duties
as assigned by the Chairman of the Board of Directors.
5. Secretary/Treasurer. The
Secretary/Treasurer shall attend all Board meetings and record all votes and
minutes of all proceedings in a book to be kept for that purpose. The Secretary/Treasurer shall send or cause
to be sent all meeting notices of the members and Board of Directors. He/she shall also have principal
responsibility for receipt and disbursement of all funds for the
Foundation. The Secretary/Treasurer
shall keep full and accurate record of all transactions in corporate books and
shall render an account of the financial condition of the Foundation, subject
to the direction and control of the Board of Directors.
Officers. The Board of Directors may appoint such other
officers and agents as it may deem necessary or desirable for such terms and
with such powers and duties as shall be determined by the Board of Directors.
1. Technical Advisory Committee. The Technical Advisory Committee shall, together
with the Board of Directors, review projects submitted for funding. The Committee shall provide input to the
Board of Directors, which shall have sole authority to determine which projects
are funded and the amounts of such funding.
The Committee shall also review the progress and results of funded
projects, and provide comment to the Board of Directors. The members of the Committee shall be
appointed for one (1) year terms by the Chairman, who shall serve as Chairman
of the Committee.
2. Education Grant Committee.
The Education Grant Committee shall administer the James E. Mobley
Education Grant, which has been established to award financial assistance to a
doctoral candidate in a curriculum that offers long term benefits and aid to
the peanut industry. The Committee shall
consist of not more than ten (10) members appointed by the Chairman, including
no more than five (5) members of the Board of Directors, four (4)
representatives of donors to the Education Grant Endowment and one (1) member
representing the Mobley family. The
Committee may perform such other functions as are delegated to it from time to time
by the Board.
3. Other Committees. The
Board of Directors may establish such other committees at it deems necessary and
shall set forth rules and procedures governing membership on the committees and
year, audit, checks. The fiscal year of the Foundation shall begin
on October 1 and end on September 30.
Checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name
of the Foundation shall be signed by such officer or officers or such other
person or persons of the Foundation as shall be determined by resolution of the
Board of Directors.
Audits are to be done annually by a
designated certified public accountant employed to audit the books and accounts
of the Foundation. Results of the audit
are to be reported to the Board of Directors by auditors.
2. Seal. The corporate
seal shall have inscribed thereon, the name of the Foundation, the year of its
organization, and the words “Corporate Seal, Commonwealth of Virginia.” Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced otherwise. The seal shall be the charge of the
No officer or individual of the
Foundation shall derive any financial gain through the Foundation. No contributor to the Foundation shall
receive funding or grants from the Foundation except for services rendered.
None of the activities, funds,
property or income of the Foundation shall be used in carrying out any
political activity, directly or indirectly.
3. Dissolution. In the event of
dissolution of the Foundation, all property and funds shall be distributed as
directed by the Board of Directors among not for profit organizations
qualifying for Federal Tax exemption under §501(c)(3) of the Internal Revenue
Code of 1986, as it may be amended from time to time.
Recognition. Contributors to the Foundation shall be recognized
in any manner as determined by the Board of Directors.
5. Indemnification. The Foundation
shall indemnify every officer and director of the Foundation against any and
all expenses, including counsel fees, reasonably incurred by or imposed upon
any officer or director in connection with any action, suit or other proceeding
to which he may be made a party by reason of being or having been an officer or
director of the Foundation whether or not such person is an officer or director
of the Foundation at the time such expenses are incurred. The officers and directors of the Foundation shall
not be liable to the members of the Foundation for any mistake of judgment,
negligence, or otherwise, except for their own individual willful misconduct,
or bad faith. The officers and directors
of the Foundation shall have no personal liability with respect to any contracts
or other commitment made by them, in good faith, on behalf of the Foundation,
and the Foundation shall indemnify and forever hold each such officer and
director free and harmless against any and all liability to others on account
of any such contract or commitment. Any
right to indemnification provided by herein shall not be exclusive of any other
rights to which any officer or director of the Foundation or former officer or
director of the Foundation may be entitled.
the Bylaws. The Directors, by the affirmative vote of a
majority thereof, may, at any meeting, amend or alter any of these bylaws,
providing the substance of the proposed amendment was stated in the notice of