EXHIBIT 10 (C)(6)
MEMBERSHIP, MARKETING, AND/OR PURCHASING AGREEMENT
OF GOLD XXXX INC., ATLANTA, GEORGIA
For the undersigned to be recorded as a member and be eligible for patronage
refunds and other member benefits, this agreement must be accepted and on file
at Gold Xxxx Inc. headquarters.
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Print
Clearly
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First Name (or Name of Partnership or Corporation) Init. Last Name Social Security No. (or Fed .ID. No.)
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Country of Residence
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Name of Farm, if different from above
Location No. Patron No.
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_____________________________________________________________________________________
Street or RFD No. FOR ATLANTA OFFICE USE
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_____________________________________________________________________________________
City State Zip Code + 4 Member No. St. Code Co. Code
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Status of Member: (Always check one)
[__] Proprietorship
_______________________
Owner's Date of Birth
[__] Partnership (print full names of all partners)
___________________________________________________________ _______________________
First Name Init. Last Name Date of Birth
___________________________________________________________ _______________________
First Name Init. Last Name Date of Birth
___________________________________________________________ _______________________
First Name Init. Last Name Date of Birth
[__] Corporation - (Print Name and Title of person signing membership agreement)
___________________________________________________________________________________________
Name and title of person signing below.
CERTIFICATION: Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to
me),AND
(2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I
am no longer subject to backup withholding (does not apply to real estate transactions, mortgage interest paid, the acquisition
or abandonment of secured property, contributions to an individual retirement arrangement (XXX), and payments other than
interest and dividends).
Certification instructions. You must cross out item (2) above if you have been notified by IRS that you are currently subject to
backup withholding because of underreporting interest or dividends on your tax return.
The person whose signature appears below acknowledges that the full text of the MEMBERSHIP, MARKETING, AND/OR PURCHASING AGREEMENT
of GOLD XXXX INC., ATLANTA, GEORGIA, appears on the reverse side of this agreement and is incorporated herein. By initialing here
________, I also certify that I am engaged in the production of farm commodities and am eligible for membership in Gold Xxxx.
Given under the hand and seal of the parties this ______ day of ___________________, 19 _______
____________________________________________ __________________________ ______________________________________
By: Corporate Secretary Location Member's ("Producer's") Signature
Revised 7/9/96 G-1
____________________________________________________________________________________________________________________________________
ACKNOWLEDGEMENT
Receipt of Gold Xxxx Membership Information Packet dated October 25, 1996, is acknowledged and the information above is confirmed
correct.
_______________________________________________________________________ ________________________________
Applicant's Signature Date
Delivered by: ___________________________________________________________ ________________________________
Gold Xxxx Employee's Signature Date
___________________________________________________________
Gold Xxxx Employee's Name (Please Print)
MEMBERSHIP, MARKETING, AND/OR PURCHASING AGREEMENT
OF GOLD XXXX INC., ATLANTA, GEORGIA
Gold Xxxx Inc., hereinafter called "Gold Xxxx," and the undersigned, hereinafter
called "Producer," agree as follows:
1. By signing this agreement, the Producer represents that Producer is engaged
in the production of agricultural products within the meaning of the cooperative
Marketing Act of the State of Georgia. Unless already a member of Gold Xxxx,
Producer applies for membership in Gold Xxxx and agrees and consents to abide by
the By-Laws of Gold Xxxx, with particular reference to, but not limited to, the
following:
ARTICLE XVII, Section 3, Tax Consent. Each Patron, by virtue of Producer's
membership in Gold Xxxx, consents to take into account in the manner provided in
Section 1385(a) of the Internal Revenue Code of 1954, as amended from time to
time, or any successor provision thereto (and hence generally to include in
Producer's gross income) for the taxable year in which received by Producer the
stated dollar amount of any Patronage Dividend certificate or written notice
of allocated reserves or per-unit retain certificate issued to Producer pursuant
to Section 2(b) of this Article XVII. The consent hereby given shall survive
termination of the Patron's membership.
The Producer does hereby direct that any unclaimed funds to which Producer
is entitled be transferred to the Gold Xxxx Foundation, Inc., as provided in the
Gold Xxxx By-Laws in Section 8 of Article XII.
2. This Agreement shall automatically terminate immediately upon the Producer
ceasing to be engaged in the production of agricultural products within the
meaning of the Cooperative Marketing Act of the state of Georgia. Otherwise, it
shall continue in full force and effect until terminated as provided in the
By-Laws of Gold Xxxx or in the next sentence.
Either party may terminate its Agreement by giving the other party written
notice by certified mail.
3. Gold Xxxx may enter into agreement with other Producers differing in terms
from those contained herein but consistent with the Articles of Incorporation
and By-Laws of Gold Xxxx without invalidating this Agreement provided that the
Producer at Producer's request may sign a similar agreement as a substitute for
this Agreement.
4. Gold Xxxx is authorized to exercise any powers conferred upon it hereunder
through any central agency, corporation, cooperative or subsidiary of which it
is or may become a member or shareholder, or which is a member of Gold Xxxx.
5. This Agreement is subject to and includes all of the applicable provisions
contained in Gold Xxxx'x Articles of Incorporation and By-Laws now or hereafter
in effect. The parties agree that there are no oral or other conditions,
promises, representations or inducements in addition to or at variance with any
of the terms hereof; and that this Agreement represents the voluntary and clear
understanding of both parties fully and completely.
6. The Producer requests that Gold Xxxx enter Producer's subscription for the
Gold Xxxx member publication for which Producer agrees to pay upon the receipt
of xxxx, the current subscription rate as determined from time to time by Gold
Xxxx, or Gold Xxxx may deduct such amount from any patronage payment or refund
due Producer each year.
7. In the event that Producer fails to deliver products to Gold Xxxx for
marketing or to purchase farm production supplies or services through Gold Xxxx
during three consecutive fiscal years of Gold Xxxx, Producer shall cease to be a
member of Gold Xxxx as provided in the By-Laws of Gold Xxxx and, provided that
allocated reserves are shown on Gold Xxxx'x books in the name of Producer,
Producer shall be placed on the list of Former Member Equity Holders.
8. Out of net earnings of Gold Xxxx form business done with or for its
patrons, Gold Xxxx will distribute to Producer, on a patronage basis, patronage
dividends, at the times and in the amounts determined and in the form and manner
as provided in the By-Laws of Gold Xxxx now or hereafter in force. The Gold Xxxx
Board of Directors has complete discretion on the method and timing of payment,
and any early payments of allocated reserves, if any, may be at a substantial
discount.
9. Gold Xxxx and Producer will submit to binding arbitration all disputes
between the parties, whether governed by federal, state, or international
contract law, tort law, statute, or treaty, and irrespective of the form of
relief sought, relating to or arising out of matters of a type declared by Gold
Xxxx'x Board of Directors before the dispute arises to be of a type covered by
Gold Xxxx'x arbitration policy. This obligation to arbitrate shall survive
any termination of membership with respect to matters arising or relating to
events or actions before such termination. All such arbitrations shall be
according to rules and procedures adopted from time to time by Gold Xxxx'x Board
of Directors.
In no event will punitive or exemplary damages be claimed by or awarded to
either party, in arbitration or otherwise.
MARKETING/PURCHASING CONDITIONS
10. Gold Xxxx and Producer may from time to time agree that Gold Xxxx will buy
from Producer agricultural products of a type marketed by Gold Xxxx, and in
such event Gold Xxxx agrees to buy and to market such products in a manner
deemed by it to be most advantageous, including refining or producing other
products form such agricultural products.
11. This Agreement is intended by the parties to vest in Gold Xxxx the
ownership of such agricultural products and for such agricultural products to
become part of Gold Xxxx'x inventory.
12. Gold Xxxx is authorized to establish or adopt standards for all products
delivered hereunder and may make rules and regulations governing the marketing,
hedging, handling, shipping, grading, financing, pooling and selling thereof.
Gold Xxxx shall have the right to allocate to its various patronage activities
the expense of any and all its activities in any reasonable manner as determined
by Gold Xxxx in its conclusive discretion.
13. Gold Xxxx agrees to purchase or manufacture and offer and sell to the
Producer, under Gold Xxxx'x own rules and regulations, such machinery,
equipment, fertilizer, feeds, seeds and other supplies as the Producer from time
to time may require, provided the same are such as may be advantageous to handle
by Gold Xxxx in the interest of the Producer.
