BYLAWS

                                              THE PEANUT FOUNDATION, INC.

                                         (As amended through December 8, 2010)

                                                                       Article I

                                             Name, Statement of Purpose, Office

            Section 1.  Name.  The name of the foundation shall be The Peanut Foundation, Inc.

            Section 2.  Statement of Purpose.  The purposes of the Foundation shall be:

            A.        To operate exclusively for charitable, scientific, literary or education purposes.

            B.        To fund and conduct scientific investigation and research to enhance agriculture, including disease control, sampling and new product development.

            C.        To provide educational training and materials for the general public.

            D.        To provide marketing research, including consumer trends and analysis.

            E.        To provide scholarships for deserving students who wish to learn more about the agriculture field.

            F.         To 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 Revenue Code.

            Section 3.  Offices.  The Foundation may have such office(s) as the Board of Directors from time to time determines.

                                                                       Article II

                                                             Board of Directors

            Section 1.  Board of Directors.  The affairs of the Foundation shall be managed by a Board of Directors consisting of sixteen (16) members.

            Section 2.  Composition 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 Council.

            Section 3.  Nominations 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.

            Section 4.  Terms 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.

            Section 5.  Meeting(s) 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 means.

            Section 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.

            Section 7.  Powers 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.

            Section 8.  Compensation.  All Directors shall serve without salary or other compensation.

            Section 9.  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.

                                                                      Article III

                                                                       Officers

            Section 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.

            Section 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.

            Section 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.

            Section 4.  Vice 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.

            Section 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.

            Section 6.  Other 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.

Article IV

Committees

            Section 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. 

            Section 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.

            Section 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 committee activities.

                                                                      Article V

                                                            General Provisions

            Section 1.  Fiscal 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.

            Section 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 President.

            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.

            Section 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.

            Section 4.  Contributor Recognition.  Contributors to the Foundation shall be recognized in any manner as determined by the Board of Directors.

            Section 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.

                                                                      Article VI

                                                                  Amendments

            Section 1.  Amending 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 the meeting.