Minutes of the American Turpentine Farmers Association held Feb. 22, 1989 in Valdosta, Georgia

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SPECIAL MEETING - February 22, 1989

All Board members were present on Wednesday, February 22, 1989, at

11 o'clock A. M., in the Valdosta office, for a special called meeting.
The members of the Board are Mr. Travis P. Cook, Mr. Lloyd L. Powell,
Mapes De Vickers, Mr. Jack Tilton,Mr. H. D. Prine, Mr. Avery, C.
Roberts, and Mr. Jim L. Gillis, Jr., President, who presided. The
President welcomed Mr. Avery Roberts who was attending his first Board
meeting after having been elected in the last election for Directors.

Mr. Gillis explained to the Board that the primary reason for the
called meeting was to review a property appraisal recently completed
by Highsmith and Associates of Valdosta, with a view toward eventual
sale of the property. Each Director was presented a copy of the
appraisal and a discussion of its contents was conducted. Mr. Gillis
noted that at first he was somewhat disappointed with the value of
$121,000 placed on the property by the appraiser; but he said after he
had thoroughly reviewed the complete appraisal that he understood it
completely and he was very impressed with the detailed analysis of the
building and the site.

The President then introduced Mr. Wade Coleman to the Board. He told
the Board that Mr. Coleman had agreed to represent the Association upon
the retirement of Mr. Lamar Tillman. Mr. Coleman had research*for ATFA
whether the Board could effect the sale of ATFA property or whether it
would have to come before the entire membership. He explained to the
members of the Board that it was his opinion that since the sale of the
building would not affect the continuation of the business, and that
ATFA's business would, in fact, continue, only in another location, that
the Board could legally sell the property without putting the proposal
before the entire membership. After Mr. Coleman gave the Board his
opinion, he left the meeting.

The President told the Board that Harley Langdale, Jr., was interested

in the building and had made an offer to him of $75,000. Mr. Gillis

told the Board that he believed that amount to be too low, but he would
entertain any ideas or suggestions by the members. After some general
discussion, the members agreed that it was too low and upon motion by

Mr. Cook and seconded by Mr. Prine, the Board voted to decline Mr. Langdale's
offer. The Secretary was instructed to call Mr. Coleman and enlist his

help in letting C & S Bank and Valdosta State College, ATFA's neighbors,

know the property was available and see if they would be interested.

The President then invited the Board's attention to the current Financial
Statement as well as a breakdown furnished them on production for the

last several years. Production was down about 16% from last year. The
Board members were also given a list of tools purchased by the Association
from Mr. Spooner and now stored in the ATFA office. The general feeling
of the members was that Mr. Grimsley would be the one to handle the sale
of the tools, and Mr. Gillis said he would have Mr. Foster Davis check
with Mr. Grimsley about it.

Mr. Gillis then told the Board that Alan Hodges from the University of
Florida was beginning a research project which would be funded by the
Georgia Forestry Commission through the cooperation of ATFA. The project
involves alternative collection methods (bags) for gum and development

of aluminum nails which would not damage equipment at the sawmills.

Mr. Gillis asked the Board members to review the appraisal furnished them
very carefully, and perhaps something definite toward sale of the building
would be realized by the time for the Annual Meeting on April 19.

There was some limited discussion regarding a dues increase, but it was
decided that the matter be tabled until a thorough study of the by-laws
could be undertaken.

There being no further business to come before the meeting, it was adjourned.

Respectfully submitted,

Yew hy. meer. Secretary

7

18

ANNUAL DIRECTORS' MEETING - APRIL 19, 1989

The Board of Directors of American Turpentine Farmers Association held

its regular annual meeting on Wednesday, April 19, 1989, at 11 o'clock
A.M. in the office at 1204 North Patterson Street in Valdosta. Directors
present were Mr. Travis P. Cook, Mr. Lloyd L. Powell, Mr. Jack Tilton,

Mr. Avery C. Roberts, and President Jim L. Gillis, Jr., who presided.
Directors K. D. Vickers and H. D. Prine were absent; Mr. Vickers explained
by phone to the Secretary that he had a previous commitment and Mr. Prine
also called to say that his mother was critically ill and he would be
unable to attend for that reason.) Before calling the meeting to order,
Preisdent Gillis asked Mr. Powell to give the invocation.

The Meeting was called to order and the Secretary was asked to read the

Minutes of the Last Meeting, that being the Special Called Meeting held

on February 22, 1989. The Minutes were read and unanimously approved as
read. The Board then briefly reviewed the Financial Statement, which
President Gillis explained was the same as when discussed at the Special
February meeting since the fiscal year had been closed out on January 31.
Mention was made of increasing dues again; however, the Board agreed to

table the dues matter and let them remain at $1.00 per barrel.

The President then introduced the Association's attorney, Mr. Wade H.

Coleman who reported on matters he had undertaken for the Board: He

had contacted both the College and the C & S Bank as the Board had requested.
However, Mr. Coleman reported that the Bank was not interested in purchasing
the property and the college would like to have it but does not have funds.

Mr. Coleman then told the Board of a casual lunch with Ken Ricket, a local

architect and member of the Lowndes-Valdosta Arts Commission. Mr. Ricket
mentioned that they were looking for a permanent home for the Arts Commission,
and possibly a location where a permanent art gallery could be maintained.

Mr. Coleman stated that he mentioned the ATFA Building to him and he seemed
immediately interested. In fact, several members of the Commission looked

at the building on several occasions, were given a copy of the appraisal, _
a courtesy which had been afforded Mr. Langdale, and indicated they were i
intending to make an offer in time for today's meeting.

Mr. Gillis then gave the Board members copy of a letter from Mr. Harley
Langdale stating his final offer of $110,000 and includmg almost all the
building's furniture and fixtures. During the Board's discussion of Mr.
Langdale's offer, Mrs. Dorothy Pearlman of the Arts Commission appeared at
the Boardroom door with their proposal -- to purchase the building for

the appraisal price of $121,000, with $1,000 attached to the proposed

Sales Contract as earnest money. After reviewing both Mr. Langdale's letter
and the Arts Commission's offer, it was the general feeling of the members
that Mr. Langdale should be contacted again and given the opportunity to

at least come up to the appraisal price and eliminate some of the demands
of personal property listed in his letter. Finally, upon motion by

Mr. Cook, seconded by Mr. Roberts and agreed to by all members, it was
agreed that Mr. Gillis would talk to Mr. Langdale, report to the Secretary
and she would in turn let Mr. Coleman know Mr. Langdale's decision.

The President then asked the Board to consider whether they should meet
again in the near future to act upon an actual sales contract or sale of
the building or if the Board wanted to give the President and the Secretary
the authority to act for the entire Board in the matter of sale of the
building and also that of deciding on new office space. Upon motion put

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before the Board by Mr. Powell, seconded by Mr. Tilton , it was unanimously
agreed that the Board give the President and the Secretary complete authority
to act on its behalf with regard to both sale of the ATFA building and finding
other office space.

Mr. Coleman told the Board that he had another meeting and needed to

leave, at which time Mr. Gillis thanked him for coming and for his work

for the Board, and also reminded the Secretary that she should let Mr. Coleman
know of Mr. Langdale's decision.

President Gillis then asked Mr. Alton Carter of the Ballot Committee to join
the meeting and give the results of the balloting for Directors which was held
earlier in the morning. Mr. Carter stated that all encumbent Directors were
re-elected, and presented the signed Report of the Ballot Committee to the
Secretary. The President then asked for nominations for officers. On a motion
made by Mr. Cook and seconded by Mr. Roberts, all present officers were re-
appointed, they being Mr. Jim L. Gillis, Jr., President; Mr. Lloyd L. Powell,
Vice President; Mr. Wade H. Coleman, General Counsel, and Mrs. Joyce G. Lamb,
Secretary and Treasurer. The President then suggested that the Secretary
attach the Report of the Ballot Committee to the Minutes of the Meeting and
also copies of Mr. Langdale's offer to purchase and the Preliminary Sales
Contract of the Arts Commission. President Gillis then presented a letter

to the Board from Mr. Charlie Davis, CPA, advising the Board that there should
be, in his opinion, no change in the tax exempt status of the Association with
the advent of the sale of the building. This, too, the Secretary was instructed
to attach to the Minutes.

President Gillis then introduced Mr. Claude Bird of Akzo Coatings to the

Board . Mr. Bird spoke briefly explaining that realizing they are the only
outlet processing gum anymore, they are doing everything they can to maintain

a market for gum producers. He also said that Mr. Powell is now buying gum

in Homerville which makes it more convenient for producers in the eastern

area of the Belt. He said Akzo is increasing the price $5 per barrell for

pale grades, that they have some inventory of rosin and are still moving it
fairly well, but there is no turpentine stock to amount to anything. Mr. Gillis
then asked Mr. Bird if Brazil had rosin nearest to the U. S. rosin and Mr. Bird
said "yes", and consumers are buying Brazilian to supplement American. Mr.
Bird mentioned that some consumers still use pure gum rosin, restaurants for
instance, in cooking potatoes; the Cracker Barrel alone uses 10,000 pounds of
rosin a month for baking potatoes.

Grady Williams of the Georgia Forestry Commission then spoke to the meeting,
introducing the three Georgia foresters who accompanied him: Red Castleman,

Ed Herbert and Wesley Hartley, all of whom work with the Naval Stores Conservation
Program. Grady mentioned two cooperative research agreements now in process:

one with Tom Phillips who is working with attractants for the black turpentine
beetle. Alan Hodges has two pilot studies, one in Mr. Powell's operation and

the other at Olustee, working toward using plastic bags for collecting gum and
also non-removable hardware (aluminum nails), and also looking into shorter-

term operations - 2 or 3 years - not putting cups so low on the trees.

President Gillis thanked Grady and the other foresters for their dedication

to naval stores, the industry and its producers, and commended them for the
fine work they do. 2

In other action taken, the Board approved the $250 scholarship for the Queen and
the purchase of 1000 calendars again this year. The same officers were re-
appointed to serve "Pine Gum Development Corporation" as those for ATFA.

There being no further business, the meeting stood adjourned.

Respectfully submitted,

veneers ise Ce
&

Secretary
CHARLTON L. DAVIS & COMPANY, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

POST OFFICE BOX 1449

1607 NORTH PATTERSON STREET
VALDOSTA, GEORGIA 31603-1449
912-242-8412

April 18, 1989

Mr. Jim L. Gillis, Jr., President
American Turpentine Farmers Association
1204 N. Patterson Street

Valdosta, Georgia 31602

Dear Mr. Gillis:

Joyce Lamb has asked me to comment on the tax consequences in
the event the Association sells its office building.

In my opinion, no taxable event would occur as a result of the
sale because of your tax exempt status.

Please call me if you have any questions.
Very truly yours,

CHARLTON L. DAVIS & COMPANY, P.C.
ble j bat

Charlton L. Davis

CLD/sk

MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
Charlton L. Davis, CPA Jeffrey C. Holton, CPA
Patricia C. Davis, CPA Linda G. Rountree, CPA
/\ , > e ~~
Aw 92 ME ee WY 1M2-66S. S. & P. Co.

GEORGIA, LOWNDES COUNTY
Contract For Sale Of Realty
AN AGREEMENT, made and entered into this it ee of April , 19. 89 , by and

AMERICAN TURPENTINE FARMERS ASSOCIATION COOPERATIVE

between . , hereinafter refer-

red to as Seller, and DOROTHY PEARLMAN AND LENA BOSCH , hereinafter referred to as Purchaser

WITNESSETH, that the Parties have, and by these presents do, enter into an agreement whereby th ll ces
to sell and the Purchaser agrees to buy the following described property, to-wit: : oo.

All that tract or parcel of land situate lying and being
in the City of Valdosta, Lowndes County, Georgia and depicted
upon a map or plat of a survey thereof entitled "Survey For
American Turpentine Farmers Assn." appearing of record in Plat
Record 9, Folio 185, in the Office of the Clerk of the Superior
Court of said County, to which plat and the record whereof
reference is hereby made for all purposes in aid of
description. Said property is known as 1204 North Patterson
Street, Valdosta, Georgia.

This is the same property deeded to seller by deed dated
July 24, 1962 and recorded in Deed Book 76 at page 581 in the
Lowndes County, Georgia, deed records.

Also all rights of seller, if any, to the 15 foot alley to
the west of said property shall be conveyed to purchasers but
as to said alley without any warranty of title.

Including the following items of personal property:

A. Conference room table

B. Executive desk in conference room

Cc. Executive chair in conference room

D. 15 matching conference room chairs

including all lighting fixtures attached thereto, and all heating and plumbing equipment therein.

The purchase price of said property shall be One Hundred Twenty One Thousand and a
payable as follows: 007100's ($121,000.00) Dollars,

1. $1,000.00 paid at the signing of this agreement as earnest money.

2. $120,000.00 paid in cash at the time of closing.
Purchaser has paid to Seller, contemporaneously with the execution of this contract, the receipt of which is hereby ac-

knowledged, the sum of $1,000.00 as earnest money, said sum to be applied as part payment of the purchase price

of said property at the consumation of this sale; if the sale, due to Purchaser's default, is not consumated, then $_1,000.00
of said earnest money shall be applied toward Seller's damages caused by Purchaser's default. In the event the sale is not
consumated for reasons other than the default of the Purchaser, said earnest money is to be refunded to Purchaser.

If it is hereafter, under Special Stipulations, provided that part of the purchase price of the property is to be secured
from a loan to be applied for by Purchaser, failure of the Purchaser to secure such financing in the amount applied for,
after proper application, shall cancel this contract and all money shall be refunded to Purchaser.

Taxes shall be prorated as of the date of the consumation of this sale, unless provided otherwise in the Special Stipulations;
Revenue Stamps on the decd shall be furnished by the Seller; and, unless otherwise provided in the Special Stipulations, all
other closing costs, if any, shall be paid by Purchaser.

All shrubbery on the premises shall become the property of the Purchaser, except N/A

Seller agrees to furnish a good and marketable title by Warranty Deed to said property and Purchaser shall have a reason-
able time in which to examine same. If Purchaser finds any legal defects to title, Seller shall be furnished with a written
statement thereof and given a reasonable time in which to correct such defects. It is agreed that such papers as are legally
necessary to carry out the terms of this contract shall be executed and delivered by the parties as soon as the validity of the
title to said property has been established.

It shall be the duty of the Seller to maintain adequate insurance on the property or to protect the Purchaser from loss
until the sale is finally consumated. After consumation of thesale, Purchaser shall provide his own insurance protection.

The property is sold subject to all valid restrictions of record and to any and all zoning ordinances affecting same.
This contract constitutes the sale and entire agreement between the parties hereto, and no modification hereof shall be

binding unless attached hereto and signed by each; and no representations, promises or inducements shall be binding upon
either party except as herein stated.

SPECIAL STIPULATIONS

Special stipulations are enumerarted on Exhibit "A" attached hereto and
have apart hereof.

IN WITNESS WHEREOF, the parties have hereunto set theirs hands and affixed their seals, the day and year above
written,

WITNESS:

Sell

eller Pres
AMERICAN TURPENTINE FARMERS
COOP

a eee
Purchaser LENA eal

ident
ASSN-

EXHIBIT "A"

SPECIAL STIPULATIONS

Closing to be on or before July 31, 1989, with possession
being delivered at the time of closing, unless otherwise
agreed between the parties.

Ad valorem taxes for the year 1989, shall be prorated as of
time of closing.

All systems, including, heating, air conditioning,
electrical, plumbing or well or any applicable appliances
shall be delivered in satisfactory operating condition at
the time of closing.

Seller agrees to furnish a certificate from a licensed Pest
Control Company stating that the structures have been
examined, where accessible, for all visable signs of damage
and/or infestation by termites or other wood destroying
organisms and to be free of active infestation and any
damage resulting from any prior infestation.

Seller shall pay State of Georgia property transfer tax and
cost of preparation of warranty deed.

All other closing costs including attorney's fees,
recording costs, intangible's tax, loan origination fees,
service charges, etc. shall be the sole responsibility of
Purchasers.

Purchasers' obligations hereunder are expressly conditioned
upon their being able to obtain from First State Bank of
Valdosta, Georgia a first mortgage loan on said property in
the principal amount of $121,000.00, and being amortized
over a period of 180 months. Purchasers shall apply for
and pursue the approval of said loan with reasonable
diligence.

Purchasers' obligations hereunder are expressly conditioned
upon approval being obtained from the Board of the
Directors of the Lowndes-Valdosta Arts Commission within 14
days from today's date for the purchase of the building for
the organization's art gallery and offices. The parties
hereto acknowledge that upon such approval Purchasers'
rights hereunder shall be assigned to said Lowndes-Valdosta
Arts Commission.

Cag nsshts
THE MARK OF QUALITY
P.O.BOX 1088
A. C.(912)-242-7450

Vellaster, Geotgua 31603-1088

HARLEY LANGDALE, JR.

CHAIRMAN

April 18, 1989

Board of Directors

American Turpentine Farmers Association
1204 N. Patterson Street

Valdosta, Georgia 31602

Attention: Mr. Jim L. Gillis, Jr., President
Gentlemen:

We will make you an offer of $110,000 cash for the ATFA building and
land on N. Patterson Street, Valdosta with the understanding that the
furniture, fixtures, pictures, portraits, and metal filing cabinets therein
will be included with the building.

We will be agreeable to Mrs. Joyce Lamb or your designated representative
to continue in the office and use the space that she is now using with her
desk, chair and five filing cabinets in the large open room. We think that
a fair rental charge to ATFA for us paying all the utilities and cleanup
expense would be $300 per month. We could discuss this further and
mutually agree from time to time. If you desire a separate telephone
line, that would be at your expense. If you desire, we will be glad to
make available to ATFA the use of the conference room for meetings.

This offer is made subject to your cancellation of any lease agreement
you have on the property at the present time.

If you accept our offer you may set the closing date for any reasonable
time and place. You would be expected to pay no closing costs except for
the Warranty Deed and Transfer Tax. 1989 ad valorem taxes shall be pro
rated as of closing date.

Sincerely yours,

THE LANGDALE COMPANY

Ret hale
Chairman

HLJr/cd BN

QUALITY FOREST PRODUCTS CONTINUOUSLY SINCE 1894
REPORT OF THE BALLOT COMMITTEE

We, the duly appointed Ballot Committee, certify that we have examined
carefully and tabulated the votes cast in the election of Directors for
the American Turpentine Farmers Association Cooperative, and do hereby
declare the following elected to serve as Directors for the ensuing year:

DISTRICT 1 (GEORGIA)

Sub-District 1 Tanvis Cook 227
Sub-District 2 L)p vol wef 22T
Sub-District 3 K. Ss Vickers Re
Sub-District 4 Jim Griis JR 46 /

DISTRICT 2 (FLORIDA)

Tack Titox IS
Avehe Rebherts LEE
f

DISTRICT 3 (ALABAMA AND

> eS Oo.
MISSISSIPPI) Ht. dD. ARit/e ao

AND SO CERTIFIED this 19th day of April, 1989:

APPROVED: 4

baie