i } f 4 \ MINUTES OF REGULAR QUARTERLY MEETING OF THE BoaRD OF DIRECTORS AT VALDOSTA, GEORGIA ON FEBRUARY 25, 1963 A regular quarterly meeting of the Board of Directors of the Association was held in the Conference Room of Ashley Oaks Restaurant in Vali osta, Georgia on Monday, February 25, 1963, at 10:30 o'clock A.M. There were directors present: Judge Hattey Langdale, presidng R. M. Newton W. L. Rhodes Wiliiam Knabb E. R. Pilkinton W. B. Nagle S. 0. Spooner H. Lindsay Grace, constituting a quorum; also, Milton S. Briggs, Downing Musgrove, J. Lundie Smith, J. E. Thompson, Jr., and Ora B. Hemmingway. Directors absent: J. L. Gillis, Jr., and M. C. Stallworth, Jr. The minutes of the meeting held on August 22, 1962 were read and approved. The treasurer presented a general balance sheet as of January 31, 1963, and a statement of income and expenses for the fiscal year beginning February 1, 1962 and ending January 31, 1963. The balance sheet reflected net worth of $103,370.35, an increase of $7,82h.17 over net worth at the beginning of te fiscalyear. Judge Langdale called on Mr. Smith to present the proposed 1963 Price Support Program, and to explain the alternatives provided by the Loan Agreement between the Association and Commodity Credit Corporation. The two outstanding changes noted by Mr. Smith were: 1. The maturity date, as a fixed date, was removed, the loans now being subject to call by CCC. 2. The Loan Agreement provides that the Association may either make loans to its members against pledged collateral, which the producer would have the right to redeem by repaying the loan, as under previous programs; or the Association may make advances to producers delivering rosin to the Support Program for ultimate sale by the Association, and the producer would have no right to recover such rosin so delivered. Mr. Smith pointed out that individual producer redemptions under a loan program allow producers ' exercising such rights to "victimize" other producers. Mr. Briggs commented that, if the "advance" program is adopted, it would represent the greatest single improvement in any loan program. He urged recognition of the fact that the Association represents 25% of a $180,000,0606 enterprise, and that this segment could not compete successfully with large chemical corporations except on a "big business" basis. He noted that for- eign production is now in strong hands, and that an unprecedented degree of stability is now being maintained, as it has been in the~gum industry. for the past two years. Gum turpentine has found its place in industrial uses, and this will increase as long as the price is competitive. He felt strongly that within the next five years there will be a great need to produce more gum to meet the requirements for rosin am well as for turpentine, and that gloom was not called for. It was the feeling of Judge Langdale that an "advance" program, rather than a "loan" program would further the aims for which the Association was first organized. He stressed that a stabilized price is a must for the consuming industry as it is for producers. Upon motion by Mr. Rhodes, seconded by Mr. Nagle, the Board unanimously adopted the "producer advance" program. Upon motion duly made and seconded, the Board adopted a resolution, attached hereto as Exhibit "A", authorizing the execution of the 1963 Gum Naval Stores Loan Agreement with CCC, and all other acts pursuant thereto. There being no other business to come before the Board, it stood adjourned. Respectfully submitted, TEs Neeser Secretary ie J EXHIBIT "A" ' BE IT RESOLVED by the Board of Directors of the American Turpentine Farmers Association Cooperative in meeting assembled at Valdosta, Georgia, on this 25th day of February, 1963: 1. That the President and the Secretary be, and they are hereby, authorized, directed, and empowered in the name of this Association and on its behalf: (a) To execute and deliver a 1963 Loan Agreement with Commodity Credit Corporation implementing the 1963 Gum Naval Stores Loan Program approved by the Secretary of Agriculture on January 23, 1963, whereunder there is to be made available to the Association a loan of $17,000,000, the | said Loan Agreement to be generally similar to like agreements hereto- fore entered into between the Association and Commodity Credit Corpor- ation, the form and details of such agreement to rest in the sound discretion of the Association's. President; (b) To execute and deliver, from time to time, any necessary or desirable amendments of or supplements to the said Loan Agreement; and (c) To enter into, with warehousemen, processor-warehousemen, and othex, all contracts and agreements necessary or desirable in effectuating the purposes of the said Loan Agreement. 2. That they, or either of them be, and they are hereby, authorized: (a) To enter into Producer's Marketing Agreements with the members of this Association in order that the proceeds of the aforesaid loan from Commodity Credit Corporation may be mdde available to the members of this Association in the form of advances upon naval stores tendered by them to the Association for loan; (b) In general, to do all and any thing that may be useful in or necessary to the successful operation of the 1963 Loan Program pursuant to the 1963 Loan Agreement, 3. That the President be, and he is hereby, authorized and empowered to employ, and to fix the compensation of, such additional stenographic, clerical and accounting personnel as, in his judgment, may be necessary to the efficient discharge of the Association's duties and obligations under the said Loan Agreement. h. That the Assistant Secretary be empowered to do any thing herein authorized or prescribed to be done by the Secretary. 5. That the Manager be, and he is hereby, authorized to do all or any of the things authorized to be done in Item 2(a) and Item 2(b) hereof. 6. That any and all things that may have heretofore been done by any officer of the Association in furtherance of the purposes and intent of this Resolution be, and they are, in all respects ratified and confirmed. CERTIFIED TO BE A TRUE AND EXACT COPY OF A RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF THE AMERICAN TURPENTINE FARMERS ASSOCIATION COOPERATIVE at a meeting in Ri Nib es Valdosta, Georgia, on February 25, 1963. This 26th day of February, 1963. Ro | MINUTES OF REGULAR ANNUAL MEETING OF THE BOARD OF DIRECTORS IN THE CONFERENCE ROOM OF THE AT-FA BUILDING APRIL 16, 1963 ~ a The regular annual meeting of the Board of Directors of the Association was held in the Conference Room of the Association's Offices in Valdosta, Georgia on Tuesday, April 16, 1963, at 2:30 o'clock P.M. There were present: Directors: Judge Hatley Langdale, Presiding William Knabb W. B. Nagle M. C. Stalworth, Jr. . R. Pilkinton . O. Spooner . Lindsay Grace . M. Newton Others: Downing Musgrove J. Lundie Smith James E. Thompson, Jr. Milton S. Briggs Ora B. Hemmingway, Secretary Drmnm Directors absent were: J. L. Gillis, Jr., and W. L. Rhodes Mr. J. C. Greene, representing Southern Railway, had requested and was pa permission to appear before the Bozrd to discuss proposed legislation scheduled for hearings by a House Committee on April 30, and by a Senate Committee on May 3. He read a prepared statement, which is appended hereto, The effect of the Bills (S.1061 and H.R.l700) would be to exempt from minimum rates prescribed by Interstate Commerce Commission the transportation of all bulk commodities, affecting all carriers instead of just water carriers as is presently in effect. A discussion of its effect on the movement of naval stores ensued; Mr. Stallworth pointed out that a determination had already been made that gv saving of as much as 10 cents per bushel on corn would be effected as a result of the proposed legislation; and it was the consensus that naval stores would be comparably favored by the enactment of the legislation. Upon motion duly made and seconded, the Board adopted unanimously a resolution in support of the aforesaid Bills, and instructed that copies of the resolution, attached hereto in its full text, be mailed to all members of the Congress representing the states of Georgia, Florida, Alabama, Mississippi, Louisiana, and North and South Carolina. When Mr. Greene had retired from the Conference Room, minutes of the meeting of February 25, 1963 were read and approved. Copies of the report of the regular annual audit performed by Mr. Ralph B. Finney, C.P.A., were furnished to the members of the Board. Upon review and discussion of the report, the financial operations of the Association for the year were approved by the Board. Upon motion duly made and seconded, the amount of the college scholarship to be awarded to the 1963 "Miss Gum Turpentine" was fized at $500. Judge Langdale called on Mr. Smith to submit for consideration by the Board certain changes thought to be desirable and/or necessary in the Association's By-Laws. Mr. Smith pointed out that the latest composite printing of By-Laws was dated 1951, that amendments had been adopted by the membership fram time to time since that date, and that a studious review of the By-Laws in their entirety had been made by him. From this review, his conclusions were that the By-Laws should be revised, amended and otherwise brought up to date to more clearly reflect the Association's current operations. Booadly, the proposed changes would (Art. 6, Sec. 2) eliminate the provision for nomin ating committees in Sub-Districts of District No. 1 (Georgia); (Art. 6, Sec. h) clarify the language applicable to voting procedure, particularly with respect to directors! authority in the manner of tabulating ballots cast; (Art. 6, Sec. 6) eliminate "lame duck" directors by changing the term of newly elected directors to commence and end on the date of Annual Meetings or as otherwise provided; (Art.6, Sec. 9) to provide for compensation to directors for expenses incurred in their official capacity other than in attendance at directors meetings; (Art.8} Sec. 1(b) authorize the President to designate another person to sign on his behalf Association checks with the treasurer; (Art. 8, Sec.6) provide for emeritus office" for any Association officer who has served continuously for as long as 15 years; (Art. 11) change rate of dues to 15 cents per standard barrel, from present rate of 20 cents with 15 cents applicable if paid by 10th of month; (Art. 15) change basis of determining number of votes to which a member is entitled from present "one vote per unit" to one vote for every five (5) standard barrels produced on which dues have been paid; and generally to modify the language of the mtehliie By-Law s where considered necessary or desirable to clarify the intent of such By-Laws. Pursuant to a full discussion relating to the nature and purpose of the proposed changes, a res@lution, duly made and seconded, was 323 unanimously adopted, approving the proposed changes in full, and directing the General Counsel to present the proposed changes to the membership in convention on April 17, 1963, for adoption in full or in part; and further authorizing and directing the Association's Secretary and General Counsel to proceed with the preparation and printing,in full text, of the By- Laws as finally adopted by the membership. It was indicated that more effective work on naval stores research at Olustee could possibly be achieved through a closer liaison between the Association and research personnel, whereupon Mr. Nagle was appointed a committee of one to maintain close contact with the Research Center and make recommendations to the Board based on his observation of the Center's needs and achievements. There being no further business to come before the Board it stood adjourned. Respectfully submitted, Ue 7 a Secretary A RESOLUTION EXPRESSING THE INTEREST OF THE AMERICAN TURPENTINE FARMERS ASSOCIATION CO-OPERATIVE IN THE TRANSPORTATION SYSTEM OF OUR NATION WHEREAS, our attention has been called to the Message from the President of the United States to Congress, relative to the Transportation System of our Nation, and WHEREAS, the President of the United States has recommended the en- actment of legislation to extend to all carriers the exemption from the approval or prescription of minimum rates under the Interstate Commerce Act for the transportation of bulk commodities--now enjoyed only by water carriers--which will permit the forces of competition anc equal opportunity to replace cumbersome regulation for these commodities while protecting the public interest by retaining Interstate Commerce Commission control over maximum railroad rates and other safeguards such as the prohibition against discrimination, requirements governing car service and common carrier responsibility, and WHEREAS, the President of the United States has further recommended the enactment of legislation to exempt from the approval or prescription of minimum rates under the Interstate Commerce Act for the transportation of agricultural and fishery products-~enjoyed now only by the motor carriers and freight forwarders--the Interstate Commerce Commission to retain control of maximum railroad rates and other safeguards to protect the public interest, and WHEREAS, the President of the United States has said that "The com- bined effect of extending these bulk and agricultural exemptions will be to reduce drastically and equalize fairly the regulation of freight rates in this country and that "Freed to exercise normal managerial initiative, carriers will be able to rationalize their operations and reduce costs; and shippers should consequently enjoy a wider choice, improved service and lower rates", and WHEREAS, Bills S, 1061 and H. R, 1700 have been introduced in the Senate and in the House of Representatives, respectively, of the United States for the purpose of carrying into effect the President's recommen- dations respecting the necessity of relieving the railroads and other modes of transportation from regulation of minimum rates for the trans- portation of bulk commodities and agricultural and fishery products but with continuing control by the Interstate Commerce Commission of maximm rates and other safeguards to protect the public interest, and WHEREAS, The American Turpentine Farmers Association Co-operative, with more than four thousand five hundred (4,500) members throughout Georgia, Florida, Alabama, Mississippi, Louisiana, North and South Carolina, acting by and through its Board of Directors, deem it to the best interest of the Nation, as a whole, to have the aforesaid Bills enacted into law by the present Congress. NOW, THEREFORE, BE IT RESOLVED that copies of this Resolution in support of aforesaid Bills be sent to all members of the Senate and Congress representing the States of Georgia, Florida, Alabama, Mississippi, Louisiana, South Carolina and North Carolina, with the request that at the appropriate time they support and vote in favor of passage of afore- said Bills. RESOLVED this the 16th day of April 1963 in the City of Valdosta, Georgia, at which a quorum of Directors was present. President ATTEST: Secretary i Y J An Address by J. C. Greene, Division Freight Agent Southern Railway System Valdosta, Georgia Before the Executive Committee and Members of the Board of Directors of American Turpentine Farmers Association Co-operative, Inc., Valdosta, Georgia, April 16th, 1963. The Minimum Rate Bill Mr. President, Members of the Executive Committee, and Board of Directors: I am grateful for the opportunity of appearing before you today and discussing with you a matter of serious importance to the Nation and which could affect your industry. I am sure many of you here have heard of and are familiar With the President's address to the Congress recommending statutory changes in the antiquated transportation law under which we are living today. Bills have been introduced into the Congress known as S. 1061 and H.R. 700 or generally referred to as the "Minimum Rate Bills." We prefer to call them "Reduced Rate Bills." First, let me assure you that these are not railroad sponsored Bills; it affects all common carriers -- rail and truck. Let's analyze these Bills a little. Under present regulations and laws, only railroads mst publish and observe their published rates on both bulk and agricultural commodity traffic, whereas, Barge lines can charge any price they choose for handling such bulk commodities. Published rates do not govern -- they can and do charge one price for one customer and a different price for the next customer. The common carrier interests are only interested in having this disability removed and be allowed to compete. Competition and less regulation is what is needed. me Many of you here are familiar with the Southern Railway's recent "Grain Case" and what it will eventually mean to you -- the consuming public, in savings, How was this done? Simply by providing a new type of equipment known as the "Big John" cars capable of handling a hundred tons of grain and these rates are now in effect on single cars, With the favorable decision of the U. S. Supreme Court yesterday concerning these multiple grain rates, it is hoped that these can quickly be made effective, thus affording the consuming public additional savings in transportation costs, Other special equipment has been provided for other commodities and more are on the drawing boards. I shall not attempt to elaborate further due to the limited time allotted. It seems strange, indeed, that the common carrier interests should have to ask the support of the public and such organizations as yours to assist us in our effort to cut transportation costs, It is morally and economically wrong that you, as shippers, and the public, as consumers, should be forced to pay unnecessarily high freight charges because transport legislation is out- dated and has no application in view of present technological advances. The railw ads, through such new equipment, services and cost control, can make re- duction in freight rates and show a profit. Present laws force us to keep our rates higher than necessary, thus forming an umbrella under which unregulated carriers peg their rates just far enough to get the business, yet return a fat profit. We are prevented under present laws from pricing our services competi- tively and saving the shipping and consuming public money in the process. I repeat: This is not railroad legislation as such. We are talking about freeing minimum rates from regulation. Control over rate increases will remain with the Commission and should do so. Let me urge your support and influence with your Senators and Members of Congress from your respective States, This is in the public interest. At present, our laws deny true competition and result in high rate robbery -- repeat: rate robbery and not highway, and it is costing the American people billions of dollars annually. I have prepared a resolution which I shall read at this time. (Read Resolution) Let me urge adoption and support. This is your fight, too! Thank you! MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS APRIL 175 1963 The incumbent members of the Board of Directors having been re-elected by the membership, the Board met in special session at the Association's offices at ):00 o'clock P.M., April 17, 1963, for the purpose of electing officess for the ensuing year, in accordance with the By-Laws. Present at the meeting were: Judge Harley Langdale, presiding S. 0. Spooner M. C. Stallworth, Jr. W. B. Nagle William Knabb H. Lindsay Grace S. 0. Spooner R. M. Newton, constituting a quorum. Absent directors were: W. L. Rhodes and J. L. Gillis, Jr. Upon motion, duly made and seconded, the present officers, namely, Harley Langdale, as president; R. M. Newton, as vice-president; and Ora B. Hemmingway, as Secretary-Treasurer, were unanimously re-elected. There being no further tusiness to come before the Board, it stood adjourned. Respectfully submitted, Nea ee Ora B. Hemmingway, Secretary ~ Team acca 4 RESOLUTION AMENDING THE BY-LAWS OF AMERICAN TURPENTINE FARMERS ASSOCIATION COOPERATIVE, ADOPTED IN ANNUAL MEETING AT VALDOSTA, APRIL 17, 1963. BE IT RESOLVED, by the members of American Turpentine Farmers Association Cooperative in regular Annual Meeting assembled in Valdosta, Georgia, on April 17, 1963 - - That the By-Laws of this Association be, and they are hereby, amended in the following particulars: ARTICLE 6 AMENDED, Section 2: The final paragraph of Section 2 of Article 6 is hereby amended so that, as amended, the said paragraph shall read as follows: "Each individual member shall be entitled to cast his total vote in the District or Sub-District in which such member resides; each member-partnership shall be entitled to cast its total vote in that District or Sub-District in which is located the office or place of business of such partnership as indicated by the records of the Association; and each corporate member shall be entitled to cast its total vote in the District or Sub-District in which its principal office is located or (in the case of a corporate member the principal office of which is not located in the territory served by the Association) in the District or Sub-District in which is located its principal place of business within such territory as indicated by the records of the Association. No member shall have the right to vote in more than one District or Sub-District, regardless of the extent of the territory covered by the member's operations." Section 2 Further Amended: Such Section 2 of Article 6 of these By-Laws is hereby further amended by repealing and rescinding in toto the amendment thereto adopted by this Association on the 16th day of April, 1952, having to do with the appointment of nominating committees for the several Sub-Districts of District Number 1. Section : Section ) of Article 6 is hereby amended so that, as amended, such Section ); shall read as follows: "The Directors apportioned to the several Districts and Sub-Districts shall be elected by the vote of the members within the respective Districts and Sub-Districts as provided in Section 2 hereof; and no Director shall be deemed to have been duly elected and qualified unless, at the time of his election, he was a bona fide resident of the District or Sub-District to which his office is apportioned or with respect to which he was elected. "At least thirty days before the Annual Meeting of the Association, the Secretary shall mail to each member of the Association a ballot whereon there shall be designated the District (and, if applicable, Sub-District) in which the member is entitled to vote, the number of Directors apportioned to such District or Sub-District, and the number of votes which such member is entitled to cast as determined by the Secretary in accordance with the provisions of Article 15 of these By-Laws. "Votes shall be cast by mailing the ballots to the Secretary in envelopes provided for that purpose by the Secretary. The Secretary shall carry the ballots so received, unopened, to the Meeting, where the same shall be opened and counted by or under the supervision of the Secretary and a Committee appointed for that purpose by the President from among the members present. Elections shall be by plurality and without nominations; and the results thereof shall be declared by the President and attested by the Secretary, pursuant to the report of the ballot count made by or under the supervision of the Secretary and Committee as hereinabove provided, copies of which declarations of election results shall be mailed by the Secretary to those elected. "The Secretary and the Committee so appointed by the President shall have the authority conclusively to resolve all questions as to the number of votes to which a member is entitled, the District or Sub-District in which a member is entitled to vote, the eligibility of a member to vote, and the entitlement of any ballot to be counted under any provisions or requirements of these By-Laws. "Despite the provisions herein made for the casting of ballots by mail, any member actually present at any Annual Meeting who has not theretofore cast a ballot by mail with respect to the election held in connection with such meeting may then and there cast the number of votes to which he may be entitled; but the acceptability of any such ballots so cast shall be a matter for final determination by the Secretary and the aforesaid committee. "Any other provision of this Article or of these By-Laws to the contrary notwithstanding, the President or the Board of Directors may promulgate such rules and regulations governing the form of such ballots and the manner of casting, canvassing, and counting the same as will insure a secret and accurate vote and facilitate or expedite the de- termination of the results thereof." Section 6: Section 6 of Article 6 is hereby amended so that, as amended, the same shall read as follows: "Directors shall serve for the term hereinafter defined or until their successors have been elected and qualified. The terms of Directors shall commence upon the adjournment of the Annual Meeting at whichtthey were elected and shall end upon the adjournment of the next succeeding Annual Meeting." Section 9: Section 9 of Article 6 is hereby amended so that, as amended, the same shall read as follows: "The Board of Directors shall serve without compensation; provided, however, members of said Board shall be reimbursed from the funds of the Association for their actual expenses incurred in attending meetings of the Board and for other travel expenses incurred in the Association's sole behalf." ARTICLE 8 AMENDED. Section 1: Sub-Section b of Section 1 of Article 8 of these By-Laws is so amended that, as amended, such Sub-Section shall read as follows: "b, Sign on behalf of the Association, as President, with the Secretary, all deeds and other instruments of comparable dignity; and, with the Treasurer, all notes and other commercial paper evidencing indebtedness of the Association. The President or his designee shall, with the Treasurer, sign all checks in behalf of the Association." Section 3: Sub-Section b/of Section 3 of Article 8 of these By-Laws is so amended that, as amended, the same shall read as follows: "b, Sign with the President all deeds and other instruments of comparable dignity on behalf of the Association." Section lh: Sub-Section b of Section ) of Article 8 of these By-Laws is so amended that, as amended, the same shall read as follows: "bd, Sign with the President all notes and other commercial paper evidencing indebtedness of the Association; and with the President or his designee, all checks of the Association." Section 6 (Added): Article 8 shall be further amended by adding thereto a new Section to be designated Section 6, which section shall read as follows: "Section 6: The Board of Directors may, in its discretion, in the case of any individual who has been an officer of the Association con- tinuously for as long as fifteen years, appoint such person to hold emeritus office thereafter at the pleasure of the Board; and upon such appointment such person shall have the title of the office last actively held by him, followed by the word "Emeritus". Such officer emeritus shall have no regularly prescribed duties, and shall hold such office without compensation, except that the Board of Directors may provide for compen- sation upon a per diem or other equitable basis when the performance of active service is requested of such officer emeritus." ARTICLE 10 AMENDED. Article 10 of these By-Laws is amended by transferring thereto, to constitute the second paragraph thereof, that paragraph which has heretofore constituted Paragraph c of Article 11 of these By-Laws, having to do with the continuance and voluntary termination of contracts of member- ship. ARTICLE 11 AMENDED. Article 11 of these By-Laws is so amended that, as amended, the same shall read as follows: "Every member of the Association shall pay dues to the Association, for the purpose of maintaining it and for other purposes within the dis- cretion of the Board of Directors in the sum of fifteen cents (15) for each standard barrel of 35 pounds net of crude gum produced by him. "Such dues shall be due and payable not later than the 10th of the calendar month next following the month in which such crude gum was produced." ARTICLE 13 AMENDED. Article 13 of these By-Laws is amended by changing the period at the end of the Article as it now exists to a semi-colon and by adding after such semi-colon the following language: "PROVIDED, HOWEVER, surplus funds or profits in the hands of the Association arising from the sale of products of the members shall be distributed in accordance with the Pooling Program or Marketing Agree- ment pursuant to which such products were so sold." ARTICLE 15 AMENDED. Section 2 of Article 15 of these By-Laws is amended so that, as amended, such Section shall read as follows: "Section 2. Every member shall have one vote for every five standard barrels of 35 pounds net of crude gum produced by him during the calendar year proceding the date on which such ballot is cast and with respect to which dues as prescribed in Article 11 thereof shall have actually been paid by or for the account of the member prior to the date on which applicable ballots have been mailed by the Secretary." ARTICLE 16 AMENDED. Article 16 of these By-Laws is amended by striking therefrom the second paragraph of such Article as it has heretofore existed, and by amending or modifying the language of the first paragraph of such Article, so that such Article, as so amended, shall read, in its entirety, as follows: "The term 'Producer' as used in these By-Laws means any person, firm, or corporation engaged, within the territory defined in Section 2 of these By-Laws, in the business of producing crude gum or oleoresin by the scarifica- tion of living pine trees." GENERAL PROVISIONS. BE IT FURTHER RESOLVED, by the authority aforesaid, that the Secretary of the Association and its General Counsel be, and they are hereby, directed to incorporate the amendments hereinabove adopted, together with all other amendments to these By-Laws adopted since the issuance of the printed edition of the Association's By-Laws under date of September 12, 1951 (except as such subsequent amendments shall have been repealed or modified hereby) into a composite to constitute the Association's By-Laws as of the date of this Annual Meeting, to cause such composite to be certified by the Secretary as true and complete, and to procure the same to be printed in appropriate form and in adequate number to meet the reasonably to be anticipated need for copies of the same. A manually certified copy shall be carefully pre- served by the Secretary to constitute the Master Copy or official set of the By-Laws of this Association. CERTIFIED that the within and foregoing Resolution providing for the amendment of the Association's By-Laws and for the preparation and publication of a composite of all of the Association's By-Laws in effect as of the adjournme the Annual Meeting of the Association on April 17, 1963, was duly submitted to the membership and adopted, a quorum being then and there present. This (Yb day of April, 1963. tr Lm Secretary, American Turpedting Farmers Association Cooperative. MINUTES OF REGULAR MEETING OF THE BOARD OF DIRECTORS OCTOBER 7, 1963 Pursuant to call by the president, the Association's Board of Diretors met in quarterly session in the Conference Room of the AT-FA Building at 10:00 A.M., October 7, 1963. Directors present were: Harley Langdale, presiding . M. Newton . L. Rhodes . B. Nagle . R. Pilkinton and . Lindsay Grace, aHafsaa comprising a quorum. Absent directors were: J. L. Gillis, Jr., M. C. Stallworth, Jr., William Knabb, and S. 0. Spooner. Others present were: Downing Musgrove, J. Lundie Smith, James E. Thompson, Jr., and Ora B. Hemmingway, Secretary. Minutes of the April 16-17, 1963 meetings were read and approved. Judge Langdale explained that the meeting normally held in June or July had been postponed, since it usually called for a joint session with U.S. Forest Service officials to consider a Naval Stores Conservation Program for the ensuing year and, there being no changes proposed by either USFS officials or the Association, it had been mutually agreed that no such joint session was needed this year. Mr. Nagle reported that he, accompanied by Downing Musgrove, had made one visit to the Olustee Research Center since April, and had made a written report on their observations of the work in progress. Mr. Newton recommended that more frequent visits be made in the future. Upon motion duly made and seconded, the following resolution was unanimously adoped: "RESOLVED, that, pussuant to the provisions of Section ) of Artice 3 of the Association's By-Laws, the President be, and he is hereby, authorized to determine and declare, in his discretion, any member or members of the Association to be "no longer in good standing" for failure or refusal to pay Association dues." The matter of a more satisfactory method of collecting members* - dues, and means of determining the amounts due was discussed, and, at the request of Judge Langdale, Mr. Smith, General Counsel, read a Memorandum dated August 12, 1963, which he had submitted to Judge Langdale, and a copy of which is appended hereto. The recommendations. embodied in the Memorandum would, if adopted, have the desired effects of providing the Association with current information as to the production of its members, and a basis for determining the amount of dues payable on such production. Further, it would insure timely and accurate remittances of members! dues to the Association. Upon motion dtily made and seconded, the following resolution was unanimously adopted: "RESOLVED, that this Board approves and adopts the "Recommendations" in the matter of production information and dues collections embodied in the General Counsel's Memorandum of August 12, 1963, to Judge Langdale in those regards as such Recommendations are set out on pages 5 through 9 of such Memorandum. "All officers and employees concerned with the formulation of policies and procedures under any 196) CCC Program are authorized and directed to endeavor, by all reasonable means, to insure the incor- poration of such Recommendations into such Program. "This Resolution does not constitute, either directly or by implication, this Board's adoption or approval of the remaining portions of the General Counsel's Memorandum." Moving to a discussion of a loan program for 196, upon motion duly made and seconded, the Board authorized the Association's president, together with such other persons as he might designate, to confer with CCC officials for the purpose of obtaining a 196), Gum Naval Stores Loan Program. The date of the conference and the terms of the program were left to Judge Langdale's discretion, except that the terms should be he most favorable obtainable, all factors considered. Noting that sales from the Redemption Pools were virtually non- existent, it was ppoposed that approval be sought from CCC officials to offer low grades of rosin for sale from 1962 stocks at locations where no 1961 stocks, or where quantities of one or more such grades of 1961 stocks, remain, redemptions to be made from 1961 stocks with appropriate transfer to 1962 Program, until such time as the 1961 Pool is completely liquidated. Upon motion duly made and seconded, the proposal was approved unanimously. The treasurer submitted a balance sheet as of August 31, 1963, and a statement of income and expenditures for the seven months from February 1 through August 31, 1963. While some concern was expressed over the decrease in income from members' dues, proportionate to the decrease -in production this year, with no offsetting reduction in expenditures, it was felt that, with careful attention to expenditures, the Association would encounter no serious financial difficulties during the approaching "lean" months of low production and a corresponding decreased income. The secretary reported that the By-Laws had been re-composed, incorporating all of the proposed amendments as adopted by the membership on April 17, 1963, and printed copies of the revised By-Laws as of April 17, 1963 were distributed to the directors in attendance, There being no further business to come before the Board, it stood adjourned. Respectfully submitted, i - Secretary AMERICAN TURPENTINE FARMERS ASSOCIATION COOPERATIVE VALDOSTA, GEORGIA August 12, 1963 MEMORANDUM TO JUDGE LANGDALE: DUES COLLECTIONS. You will recall that at a recent Association Steff meeting you assigned to me the problem of effecting, or at least sug- gesting, improved procedures in the matter of the collection of Association dues. The problem then immediately before the meeting had to do with complications arising out of "gum platform" delinquencies. However, in this memorandum I am taking the position that it will avail us little to attach the problem piecemeal. In order to set the problem in proper vabiesative: I wish to review matters that are fully as well known to you as to me: Throughout the padded of thie Association's existence, the matter of dues collections has been accepted by the Association, tacitly at least, as being one beyond all solution. There have been several reasons for this: First, the only information that the Association has ever had with respect to tha amount of dues "owed" by any producer was his own statement of his anticipated production. This statement of anticipated production as set forth on the PMA whereunder the producer qualified for loan was usually optimis- tically high. In some cases we have had reason to suspect that this was done for the deliberate purpose of affoxting a producer enough Dues: Collections. -2- August 12, 1963 latitude to enable him to purchase ineligible gum and introduce it into the Program in his owmm name, In other cases, we have had occas- ion to suspect that it was done to bolster the voting power of a producer, Regardless of the reason, or whether there was any reason at all, the fact remains that these statements of predicted production afforded little more than the broadest kind of basis for estimating the amount of dues which the Association was entitled to receive from a producer. When, on the other hand, the Association had occasion to point out to a producer that his dues payments in no wise accorded with his estimated production, we were met with all kinds of explanations for why production fell below estimate, ranging all the way from unfavorable weather, unavailable labor, illness in the family, preoccupation with other businesses, and work in the shipyards. In short, the Asseciation has endeavored for 25 years to collect "debts" from its members with Little more than the most remote idea of the amount of the "debt", This, surely, must be wmique in the history of business transactions. . A second element in the problem, has consistently arisen out ot an attitude on the part of many members that they did not owe, either legally or morally, any dues with respect to quantities not introduced into the Program; that gum sold commercially was simply none of the Association's business. DUES COLLECTIONS -3- August 12, 1963 Another, and probably the most vicious of all the slanted, has arisen from the fact that the hewcatation, under heretofore existing arrangements, has depended, first upon the factors and later upon the processors, to collect the dues owed the Association, I have referred to this element as a "vicious" one because it has constantly handicapped the Association in asserting with force and vehemence principles adverse to the interest of the dues collecting instru- mentalities because those instrumentalities held the whole source of our income in the palms of their hands, Metaphorically speaking, one is understandably reluctant to slap the banker who holds the mortgage on his home, Other aspects of this last situation have operated to the detriment of the Association: One has been the feeling on the part of the processors, in the matter of dues collections, which ranges from sheer indifference, through poorly concealed irritation, ell the way to virtually open hostility. Another such collateral element has involved the willingneas of some processors to use their failure to take out" Association dues as a competitive weapon against processors who were duly collecting and remitting Association dues. This dad and sorry picture has more or less recently been aggravated by the introduction of the so called obuying platforms" into the picture--many of which seem to acknowledge no responsibility | DUES COLLECTIONS whe to anybody. The situation here outlined hes, for 25 or more years, kept this Association constantly on its knees" before every other branch of the industry. It has robbed the Association of its independence, and kept it in the humiliating position of constantly whining for "eooperation", which other branches of the industry have consistently interpreted to mean "You do what I want you to do; I do as I please". I say, for your most cawful consideration, that I feel that the Association must, in the very near future, take what may epobar to be drastic steps to rectify this situation, or condemn itself ta continuation of its posture of abject puinasetehees I take the liberty of reminding yous hae'he producer has ever borrowed one cent of money from CCC. All of the money loaned by CCC has been Loaned to this Association, The processors or warehousemen receive their money because, and solely because, the producer has executed an instrument wherein those eipiies are named as apeignese to whom Program proceeds are to be paid. We have, without exception, honored those designations. In the matter of dues, the Association is similarly the "designee" of every producer-member of this Association, in that his membership agreement directs factors and processors to withhold and pay over to the Association, for his account, the dues owed in his behalf to the Association. In short, we are just as much designees DUES COLLECTIONS -5- as are the processors, The difference lies in the fact that we diligently honored theirs, and they have failed or refused to manifest like diligence in honoring ours. RECOMMENDATIONS. I recommend that the Association cease having, and hereafter decline to have, any kind of relationships with gum buying platforms. The Association has no contracts with these instrumentalities; we have no CCC approval to make any such contracts; but, on the other hand, we do have a positive CCC inhibition againet the use of forms or agreements other than those previously approved by CCC. I do not regard this recommendation as being of merely academic significance, The Producer's Marketing Agreement stipulates that eligible Naval stores shall be deemed to have been "tendered __ for advance" only when such Naval stores have been "placed in storage in the custody of a warehousemen who has entered into and is fully complying with the Warehouse Agreement". Any tacit recognition by the Association of any aspect of Program proedure anterior to such storage, persisted in over a period of time, ebuld establish a gourse of dealing" which could conceivably prove extremely embarrassing to the Association. I further recommend that ccc be induced so to modify existing Program procedures that checks issued by CCC to cover Program Advances _ DUES COLLECTIONS -6- be sent, not to the individual processors, warehousemen, or ndesiguess", but that, on the other hand, one such cheek be Lowvbd, payable to the order of the Association, to cover the loan aggregate of any particular group of sets of Program dootninke with respect to which such check should be issued. For example, if ten sets of Program papers are sent to the CCC disbursing , instrumentality as a gruup, the disbursing office would send to the Association, for distribution by it, one check representing the aggregate or total of the collateral value represented by such ten sets of documents. I further recommend that the Warehousemen or Processor furnish to the Association, with every set of Program documents, either (a) the cumulative quantity of standard bareeke of crude gum acquired by the Warehousemen from. the producer with respect to whom wach docu- ments are submitted, Ghrough and ineluding the quantities represented by such documents; or (b) furnish the Association ascurate and current information enabling it to maintain atich cumulative totals through the medium of its ow records, Such brocumulative total" means and intends, of course, all quantities of crude gum received by the Warehousemen from the producer, whether purchased by the Warehousemen or introduced into the Program. Should the warehousemen prefer to furnish to the Association simply the cumulative total, broken down as between program and purchase quantities, it would seem that a relatively simple "ledger card DUES COLLECTIONS 7= maintained by the warehousemen would dapity permit the furnishing of that information. Should the warehousemen prefer to furnish the Association the information necessary to permit the Aasoiation to maintain such a cumulative total, a modified carbon copy of the account of sales" on each transaction, mailed to the Association, would effect that result. Should you have any doubts about the contractual right of the Association to require this arrangement I invite your attention te ~ the provisions of paragraph 12 of the Warehouse Agreement which : stipulate, in relevant part, that "The Warehousemen shall keep such records and shall furnish such reports in such form and at such times as may be requested by the Association on Commodity". | I anticipate your objection that, with respect to purchased quantities, the Warehousemen might not know producer names and quantities involved in outright purchases made Chreeah gum platforme.,. In anticipation of this possible objection, I jenkadiak your own statement that all of these platforms have direct affiliations with warehousemen and their correspondingly aubject to the control of the warehousemen, It was alao suggested by one member of the staff that if all warehousezen required gum platforms to furnish this information, it would be furnished, whether any such affiliation existed or not, I further recommend that an understanding be arrived at, through correspondence or other convenient means, with the various warehousemen establishing fiscally convenient periods for their remittance to the DUES COLLECTIQNS -8- association of withheld dues. Such periods might be every thirty or sixty days. Obviously, in making distribution to designee-Warehouse- men, the Associativa could make appropriate deductions to cover any then existing delinquencies. I must further anticipate an objection which has been, from time to time, voiced by CCC against the use of Government funds to enforce dues collections by a co-operative, The firet answer that occurs to both of us is the requirement that Program Advances be made only in behalf "of members of this Association "in good standing". So far from using Government funds for a coercive eanghets it may well be that the Association has been derelict in making Government funds available to members not actually in good standing" in contraven-+ tion of the provisions of the PMA, not deliberately, of course, but for want of adequate precautions in determining the good standing status of Program participants. Secondly, the Association has recently undertaken to eliminate items heretofsre charged against loan administrative expenses by the use of its own funds. This it cannot do, or continue to do, in the face of any obstruction of reasonable means taken by it to insure the payment of ita dues. Thirdly, the Association's Membership Agreement with ite manbiewey containing the members direction for the payment of his dues, is among the forma approved by COC. | Fourthly, the statistical information represented by what I have referred to as the cumulative total" would constitute the only real DUES COLLECTIONS -9- safeguard that the Association has ever had against the introduction of ineligible quantities into the Program. I repeat my hope that you will give this your most careful consideration. If, after such consideration and such further staff discussions as you may think desirable, these recommendations are found acceptable in their present or any modified form, I further recommend that whatever steps are necessary be taken to insure their incorporation inte the Program. _ Very truly youre, 3. LUNDIE SMITH JLs /ew Certified a true and exact copy as read to the Board of Directors in session on October 7, 1963. Secretary