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.

Member Spotlight

  • APGG

    Interview with Terry Shamblin, President & CEO of American Peanut Growers Group LLC


    The American Peanut Growers Group, LLC, also known as APGG, maintains a medium-sized shelling facility located in Donalsonville, Georgia.

    How many different peanut farms supply the shelling facility and how do these peanuts get selected at the APGG Buying Points?

    APGG currently represents (79) member entities, consisting of approximately (93) different peanut producers, who deliver peanuts from over (300) different farm numbers. APGG also handles peanuts from about (20) non-member peanut producers each year. Each APGG member is assigned to a buying point location in our system. All (11) buying point locations are owned by producers, or a group of producers, who are all members in APGG. Each APGG member has been approved by APGG's Board of Directors as a quality producer, and with the right character to become an APGG member. Each member is required to bring 100% of his peanut production each and every year to APGG, with some minor exclusions allowed.

    Where do the peanuts come from and what types of peanuts do you shell? What is the capacity at the shelling plant?

    APGG members have farms in an approximately 75-mile radius from our shelling facility. These farms are located in (13) Georgia counties, (1) Florida county, and (1) Alabama county, all contiguous. APGG only handles Runner peanut varieties and shells approximately 100,000 farmer stock tons of peanuts annually, producing some 155 million pounds of shelled peanuts. Our shelling schedule is normally (24) hours per day, (5) days per week, (11) months per year, shelling at a rate of approximately (20) tons per hour.

    Can you explain or describe how APGG is vertically integrated? How does APGG operate from its buying points to shelling and warehouse facilities.

    APGG has attempted to concentrate some of its highest yielding, top quality peanut producers, in the heart of the Southeast U.S. peanut production. The sandy loam soil and 85% irrigated production, coupled with a state-of-the-art peanut shelling facility, offers us the formula to be one of the premier shelling facilities in the U.S. Having the same producers each year, and with each of them having a fully vested interest in the reputation of our Company, provides a unique platform for us to operate, different from most peanut shellers. All of the farm production, buying point operations, procedures, shelling and sales are not dictated, but are directed through our (11) Member Board of Directors and our Management Team. All buying points operate under one APGG license with USDA, and APGG leases all warehouses used in our system, to justify proper control of the procedures and product stored. While each buying point is responsible for labor to receive, dry, grade and store the peanuts during harvest, including a shrink tolerance, APGG personnel manages, inspects, fumigates and unloads the warehouses to ensure the quality and quantities needed by the shelling plant.

    How is this a strength for your company's growth plans?

    Our Company's business model has been very successful since the beginning of 2003. We have grown from processing 60,000 farmer stock tons in 2003, to over 100,000 farmer stock tons today. We are operating at a reasonably full, efficient capacity, which has allowed us to make improvements and achieve other efficiencies during this growth cycle. Unfortunately, with farming production costs the highest they have ever been, and commodity prices low, we do not think there will be much agricultural growth over the next few years. Growth usually takes more commitment of capital, and handling thousands of tons takes infrastructure. As all business leaders know, cash is much easier to spend, than it is to make. So, we will continue to operate safely for APGG Members. There are a few beneficial changes which we will make though, even though prices for our products are depressed at this time.

    What are some of the food safety initiatives that APGG follows in order to ensure your customers top quality and safe peanuts?.
    The fifth generation shelling facility designed by Lewis M. Carter Manufacturing (LMC) certainly makes food safety easier. The whole plant is (4) feet off the ground level, with all conveying on the floor level, and all operating equipment on a solid 8 foot high mezzanine above it. We have much more room for ease of operation, maintenance and cleaning than most any other shelling facility previously built. As far as the product, each grade of peanuts goes through two cleaning processes, two gravity separation processes, and more sizing than many older plants. Process controls are used to ensure the quality of our products, including an automated sampling system for ensuring low foreign material levels. Foreign material controls are increasingly important for manufacturing customers to lower customer complaints on their finished products. We are certified compliant with Global Food Safety Initiative (GFSI) standards under the British Retail Consortium (BRC) and audited by The American Institute of Baking (AIB) in compliance with their standards. Additionally, we comply with audits from many of our individual customers each year. Our customers and further processors report APGG has become one of the most consistent, quality suppliers of shelled peanuts in the industry. We are proud of the reputation we have achieved, which includes the ethics and service of our employees and Members.

    APGG is involved in sustainable business practices, from installing the largest solar rooftop in Georgia to improving energy conservation in the plant. What factors contributed toward moving in this direction?

    Sustainability simply makes sense. What makes more sense than making food production, water and natural resources as sustainable as possible? In most cases, sustainable business practices can help your bottom line, even though the largest benefit may come to future generations. We built our plant with programmable logistical controls (PLC) which saves on electrical power by starting motors in sequence and lessens overall power needs. We installed a 400 KW solar system in 2011, and are in the process of clearing about six acres of land now, for a one megawatt solar power system to be installed near the end of this year. We have continued to reduce our waste, and recycle materials. We have partnered with two producer-owned cotton gins, who have some producers who are common within APGG, and constructed a feed mill to produce pelletized calf and cattle feeds from our peanut hull and cotton gin residue by-products. We will continue to find ways to utilize all that is available to us, and if we can't use them, to get these products to someone who can develop a market for them.

    When did APGG start getting involved in export markets and do you expect increased export growth opportunities outside of the U.S.? Which countries? What is your percentage domestic vs. export in sales?

    We began exporting early in our existence. We have continued to expand our export sales over the past (11) years, and think that global growth opportunities will continue to increase considerably for U.S. peanuts. With U.S. prices down since the 2012 crop, our peanuts are actually more price competitive now than many other origins exporting. Freight is always an issue concerning cost, and it takes a year or two to get some contract commitments completed, but my guess is that our industry will continue to export more peanuts from the U.S. over the next several years. Being a much smaller peanut producing origin than China or India, a small export order in their stead, could result in a huge order for us. We have exported peanuts to Canada, Mexico, United Kingdom, The Netherlands, Spain, Italy, Bulgaria, Ukraine, Russia, Malaysia, Indonesia, Singapore, Thailand, Vietnam, China, Japan, Israel, Jordan, United Arab Emirates (UAE) and Colombia. We usually sell 75-85% of our peanuts domestically and 15-25% export.

    As President and CEO, what do you like most about your job at APGG? How has membership with APC enhanced business practices?

    The thing I love most about my job at APGG is easily the people. We have some of the best customers, affiliates, owners and employees. We have been able to align ourselves with honest, hard-working people from every segment. Our owners work hard, and they expect us to do the same, and they have treated us fairly because we do. We try to operate by Total Quality Management training many of us had years ago, authored by Philip Crosby, which taught us that a good trade with a customer was one that created mutual trust, mutual respect and mutual benefit. We see ourselves in a true, honest partnership with our customers. Our major customers must appreciate that also, because most of them treat us that same way. The American Peanut Council has provided us the setting to meet many of these customers and assist in building our relationships with them. They have also helped our industry structure and implement goals, such as the eTDE software system for original documents to be shared electronically, and standards for tote bag packaging. They have brought other topics that require industry-wide cooperative efforts, like traceability and sustainability, to the forefront. They have helped identify and secure food safety training for our employees. And they have helped educate us on the product we are processing. The APC staff does a great job, serving as a platform for businesses from all segments of the peanut industry, to come together and share ideas and goals, and work together to reach them, while also helping to increase sales of U.S. peanuts, both domestic and export.

    For more information, contact:
    Terry L. Shamblin, President & CEO
    American Peanut Growers Group, LLC
    5212 Highway 39 North
    Donalsonville, Georgia 39845
    Phone (229) 524-8250
    Fax (229) 524-8220
    Website: www.apgg.com

     

     

     

  • The Virginia Diner

    An interview with Christine Epperson, President of the Virginia Diner

    APC: This year the Virginia Diner will be celebrating its 85th Anniversary

    The Virginia DinerCE: The Virginia Diner is an important part of Virginia history and there are several special events being planned to mark the anniversary.  There will be two open houses, one from April 25-27 and the major one will be from September 25-28.  We will feature our peanut products and the food for which we have become famous – chicken, ham, biscuits and peanut pie. Special guests and elected officials will be in attendance. Make plans to attend the 85th Anniversary! 

    APC: The Virginia Diner started out as a small diner in a railcar in 1929, when did peanuts become a major part of the business?

    CE: The Diner has been cooking and selling peanuts since the late 1940s.  The peanut part of the business grew out of the Diner, as travelers requested peanuts be shipped to them.  My parents bought the business in 1976. At that time, the mail order part of the business was mostly fourth quarter seasonal with everything still being done in the Diner kitchen utilizing many of the restaurant employees.  It was in the mid-1980s before we had full time staff hired for the peanut side of the business. Today, we provide sample bags of peanuts for diners in the restaurant. The Diner is a whole entity, you can’t have one without the other.

    APC: Is the mail order peanut business larger than the restaurant business, and when did this occur?

    CE: The peanut side is about 80% of our sales now.  Peanuts became a larger business in the mid-1980s. We printed our first "catalog" in 1984. Prior to that, we mailed letters with order forms and yellow envelope –sized cards with our products on them.

    APC: What kinds of peanuts do you use and what are some of your top selling products?

    Virginia Diner Peanut PieCE: We use only Super Extra Large peanuts and we have a production facility for most of our products. The salted peanuts are our best sellers, followed by the double dipped chocolate peanuts and butter toasted peanuts.

    APC: Are Virginia Diner peanuts sold nationwide?

    CE: Yes, but pockets of the business are in large metropolitan areas. We sell to resellers (particularly on the west coast due to shipping costs), internet sales, corporate gifts, home buyers and fundraising groups.

    APC: The American Heart Association has awarded your peanuts the "Heart-Check Food Certification". How has this impacted sales? 

    CE: This is very new and exciting and we are the only peanut company thus far to receive this.  There has been a lot of interest at wholesale shows, but it is too soon to tell.

    APC: Who developed your tag line, "A Legend in a Nutshell since 1929", which your firm has lived up to?

    CE: My father, now deceased, was a visionary.  He came up with the tag line, as well as first naming our product gourmet. He received a phone call from Moscow back in 1977. The ambassador wanted our Virginia Super Extra Large Salted Peanuts shipped to him for a banquet.  My father said that if our peanuts were being served alongside caviar and champagne, then by God we were gourmet! He was also the first among the peanut companies to lead the way to the world wide web.  We were on CompuServe in 1993, DOS, and then Windows 3.1.

    APC: How has APC membership helped your business?

    CE: Membership has given us a wonderful source of information. Helped us reverse the decision to keep peanuts out of the Boy Scout Jamboree in DC (where we sold).  It provides a resource for vendors and to our customers.  Membership also provides us with educational materials, and funding for the Ag schools which assist us with various projects.  And it has helped us prepare a response regarding peanut allergies in the schools when we had a school division threatening to not use our fundraiser.

    APC: Anything else you would like to add?

    GC: We are the oldest continually run roadside Diner in Virginia.

    For more information, visit: www.vadiner.com

    Virginia Diner, Inc.
    322 W. Main Street
    Wakefield, VA 23888

     

     

  • Mississippi Growers AssociationAn interview with Dr. Malcolm Broome, Executive Director, Mississippi Peanut Growers Association.

Peanut Bureau of Canada