The purpose for which this Association is formed and the powers which it may exercise are set forth in the Articles of Incorporation of the Association, and in addition thereto such purposes and powers as are conferred by the "Cooperative Marketing Act" on associations of like nature; and, when desirable to solicit Federal and State assistance in accomplishing the purposes and carrying our the powers of this Association.

Section 1. Number.

The business of the association shall be controlled by a board of directors of not less than (*) nor more than (*) members.

Section 2. Election.

The directors shall be elected annually by ballot or acclamation at the annual meeting of the members from the stockholders of the association and shall hold office until their successors shall have been elected and qualified and have entered upon the discharge of their duties.

Section 3. Election of Officers.

The board of directors shall meet within ten days after the first election and within ten days after each annual election and shall elect by ballot or acclamation a President, Vice-President, Secretary, and Treasurer, each of whom shall hold office until the election and qualification of his successor unless earlier removed by death, designation, or for cause. The President and Vice-President only need be members.

Section 4. Vacancies.

Whenever a vacancy occurs in the board of directors other than from the expiration of a term of office, the remaining directors shall appoint a member to fill the vacancy until the next regular meeting of the members by majority.

Section 5. Board Meetings.

In addition to the first meeting mentioned above, regular meetings of the board of directors, shall be held quarterly, or at such times and places as the board may determine.

Section 6. Special Meetings.

A special meeting of the board of directors shall be held whenever called by the President or be a majority of the directors, any and all business may be transacted at a special meeting. Each call for a special meeting shall be in writing, signed by the person or persons making the same, addressed and delivered to the secretary, and shall state the time and place of such meeting.

Section 7. Notice of Board Meetings.

Notice of the regular or special meetings of the directors shall be mailed to each director at least five (5) days prior to the time of such meeting. Special meetings may be called without prior notice provided a majority of the directors are present at such meeting and that each director present signs a written waiver of notice.

Section 8. Quorum.

A majority of the board of directors shall constitute a quorum at any meeting of the board.

The board of directors shall have general supervision and control of the business and affairs of the association and shall make all rules and regulations not inconsistent with law or with these by-laws for the management of the business and the guidance of the officers, employees, and agents of the association. They shall have installed an accounting system, which shall be adequate to the requirements of the business, and it shall be their duty to require proper records to be kept of all business transactions.

The board of directors shall have power to employ or to authorize the employment of a manager and such other employees as may be deemed necessary, and to fix their compensation. No director shall serve a manager or in any salaried position.

Section 3. Bonds and Insurance.

The board of directors shall require the manager and all other officers, agents, and employees charged by the association with responsibility for the custody of any of its funds or property to give adequate bonds. Such bonds shall be furnished by a responsible bonding company and approved by the board of directors, and the cost thereof shall be paid by the association. The board of directors shall provide for the adequate insurance of the property of the association, including property of all kinds, regardless of ownership, which may be in the possession of the association, or stored by it, an in addition shall provide for adequate employer's liability insurance for all employees.

Section 4. Audits.

During the month of * of each year, the board of directors shall secure the services of a competent and disinterested public auditor or accountant, who shall make a careful audit of the books and accounts of the association and render a report in writing thereon, which report shall be submitted to the members of the association at their annual meeting. This report shall include at least: (1) a balance sheet showing the true assets and liabilities of the association, (2) an operating statement for the fiscal period under review which shall show the cost of, and income from, sales and the gross income or loss from each of the commodities handled during the period; (3) and itemized statement of all expenses for the period under review.

Section 5. Marketing Agreements.

The board of directors shall have the power to carry out the marketing agreements of the association with its members in every way advantageous to the association representing the members collectively.

Section 6. Depository.

The board of directors shall have the power to select one or more banks to act as depository of the funds of the association and to determine the manner of receiving, depositing, and disbursing the funds of the association and to determine the manner of receiving, depositing, and disbursing the funds of the association in the form of checks. The designated manager and one of the officers of the cooperative corporation will sign each check.

Section 7. Certificates of Stock.

The board of directors shall cause to be issued to the members of this association a certificate or certificates representing the number of shares owned by such member of its association.

Section 1. Duties of President.

The President shall (1) preside over all meetings of the association and of the board of directors; (2) call special meetings of the association and of the board of directors; (3) perform all acts and duties usually performed by a presiding officer, and (4) sign all certificates of stock issued to members and such other papers of the association as he may be authorized or directed to sign by the board of directors, provided the board of directors may authorize any person to sign any or all checks, contracts, and other instruments in writing on behalf of the association. The President shall perform such duties as may be prescribed by the board of directors.

Section 2. Duties of Vice-President

In the absence or disability of the President, the Vice-President shall perform the duties of the President, provided, however, that in case of death, resignation, or disability of the President, the board of directors may declare the office vacant and elect his successor.

The secretary shall keep a complete record of all meetings of the associations and of the board of directors and shall have general charge and supervision of the books and records of the association. He shall sign all stock certificates issued to members with the President and such other papers pertaining to the association as he may be authorized or directed to do by the board of directors. He shall serve all notices required by law and by these by-laws and shall make a full report of all matters and business pertaining to his office to the members at the annual meeting. He shall keep the corporate seal and the stock certificate book; complete and countersign all certificates issues and affix said corporate seal to all papers requiring seal. He shall keep a record showing the name of each members of the association, the number of stock certificates, the number of shares owned, and the date of issuance. He shall act as secretary of the executive committee. He shall make all reports required by law and shall perform such other duties as may be required of him by the association or board of directors. Upon the election of his successor, the secretary shall turn over to him all books, records, and other property belonging to the association.

The treasurer shall perform such duties with respect to the finances of the association as may be prescribed by the board of directors.

The board of directors may in their discretion appoint from their membership as executive committee of * members, determine their tenure of office, their power and duties, and fix their compensation not to exceed expenses of travel ($*) and per diem ($*). The executive committee shall have such powers and duties as may, from time to time, be prescribed by the board of directors and these duties and powers may be all of the duties and powers of the said board of directors, subject to the general direction, approval, and control of the board of directors. Copies of the minutes of the meetings of the executive committee and any reports thereof shall be mailed to all directors within seven (7) days following such meeting.

Section 1. In General.

Under the direction of the board of directors, the manager shall have general charge of the ordinary and usual business operations of the association, including the purchasing, marketing, and handling or all products and supplies handled by the association. He shall, so far as practicable, endeavor to conduct the business in such a manner that the members will receive just and fair treatment. The manager shall deposit all money belonging to the association in a bank selected by the board of directors and in the name of the association. He shall make all disbursements there from for the ordinary and necessary expenses of the business by check in the manner and form authorized by the board. Upon the appointment of his successor, the manager shall deliver to him all money and property belonging to the association which he has in his possession or over which he has control.

The manager shall be required to maintain his records and accounts in such a manner that the true and correct condition of the business may be ascertained therefrom at any time. He shall render annual and periodical statements in the form and in the manner prescribed by the board of directors. He shall carefully preserve all books, documents, correspondence, and records of whatever kind pertaining to the business which may come into his possession.

Subject to the approval of the board of directors, the manager shall have control over and may employ and dismiss all agents and employees of the associations not specifically employed by the board of directors.

Any person, firm, partnership, corporation, or association, who is otherwise eligible under the "Cooperative Marketing Act" may become a member of this association by owning one or more shares of the capital stock of the association, (provided, however, no member shall own more than (*) shares of the capital stock.

This association shall issue a certificate of stock to each member, representing the number of shares of the association owned by such member.

The stock certificate shall be in such form as may be prescribed by the board of directors, but there shall be a recital printed on the face or back of each certificate as follows: This certificate is issued by this association subject to the provisions of the Cooperative Marketing Act with this additional limitation, viz.: No member shall be allowed to own more than (*) shares of the capital stock thereof.

Each member shall be entitled to one (1) vote only.

Section 5. Transfer of Certificates.

Upon the transfer of stock certificate, the same shall be recorded on the books of the association, the old certificate surrendered, and a new Certificate issued to the transferee.

Any member may be expelled by the vote of a majority of the members voting at a regular or special meeting, provided:

1. The notice of the meeting specifically states that the expulsion of the member will be considered.
2. The member whose expulsion is to be considered is notified in writing of that fact at least ten (10) days in advance of the meeting by a notice sent by registered mail, postage prepaid, to the members last known address as it appears on the records of the association; and

(c) The member is given all opportunity to be heard either in person or by counsel at the meeting.

Expulsion and Withdrawal.

The board of directors may prefer charges against any member in accordance with the by-laws if the board determines that such member has ceased to be a bona fide producer of * or has violated any of the provisions of the by-laws or of the contract with the association, or has been guilty of conduct detrimental to the association.

Any member may withdraw from the association by giving ninety (90) days notice in writing to the directors, but such withdrawal shall not affect any right or lien the association has against the retiring member or the member's property, until the indebtedness to the association is fully paid. If such notice is not given, it shall be assumed each member desires to continue membership.

In the event of death of a member of it a member ceases to be eligible for membership, or ceases to patronize the association for two (2) consecutive years, or willfully fails to comply with the by-laws and other requirements of the association, or willfully obstructs the purposes and proper activities of the association, the board of directors may terminate the membership.

In such event, the fair book value of the shares of common stock of such member shall be determined by the board, and the board shall pay in cash to such member, the heirs or legal representatives, the value so determined, together with any patronage or other dividends accruing and unpaid, less any indebtedness due from such member to the association. Such payment shall be made within one-year after termination of the membership.

Section 7. Change of Address.

A member who changes his place of residence shall promptly notify the association of the new address.

There shall be no voting by proxy or mail.

Section 1. Transfer of Shares.

Membership shares shall be nontransferable, except in the following circumstances, and then only on approval of the board of directors after written request for transfer.

(a) A joint owner of a share may transfer an interest therein to one or more co-owners of such share.

(b) A member may transfer shares to members of their immediate family.

(c) Shares may be transferred by will or by operation of law, as in the case of intestate succession, bankruptcy, and divorce decree; provided however, that in any such case the association shall have the right to purchase, at par value, the shares so transferred, within 365 days of receipt of notice of such transfer.

The association has the right to cancel the membership and to purchase, at par value, the shares of any member who has failed to patronize the association as a producer or consumer for a period of * years after giving thirty (30) days notice, by registered mail, to the member at the last known address. The association, in the discretion of the board of directors, may also purchase, at par value, all or part of the shares of a member who makes a written request for such purchase. The sale to the association by any member of all of his or her shares shall constitute resignation from membership.

The association shall have a first lien on all shares of any member for any debt owing by such member to the association.

The fiscal year of this association shall commence on the first day of * and end on the last day of *.

The annual meeting of the members of this association shall be held in (*city), Georgia, at a place prescribed by the board of directors, on (day)* following the first (*day) in (*month) of each year.

Special meetings of the members of the association may be called at any time by order of the board of directors, and shall be called at any time upon written request of at least (* two members owning common stock, 10% of membership) provided that in no case shall the required number of signatures to such request be less than *.

Written or printed notice of meetings for every regular and special meeting of members shall be prepared and mailed to the last known post office address of each member not less than * days before such meeting. Such notice, at the discretion of the board of directors, may be given by publishing the same at least ten (10) days prior to the date of the meeting in the newspaper(s) of general circulation published at the principal place of business of the association. No business shall be transacted at special meetings other than contained in the call.

(* A simple majority, 10% of all active members, etc) shall constitute a quorum for the transaction of business at any meeting of the association except for the transaction of business concerning which a different quorum is specified by law or by these by-laws.

(1) Roll Call

(2) Proof of due notice of meeting

(3) Reading and disposal of minutes

(4) Annual reports of officers and committees

(5) Election of directors

(6) Unfinished business

(7) New business

(8) Adjournment

Section 1. Borrowing Money.

The association shall have the power to borrow money for any corporate purpose on open account, or upon any of the assets of the association, in such terms and conditions as may from time to time seem to the board of directors advisable or necessary.

Section 2. Dealing with Non-members.

This association may deal with non-members, should be board-of-directors decide to do so.

Section 3. Stock in other Associations.

This association may by a majority vote of the board of directors, purchase stock in, become a member of, or otherwise associate with or federate with other similar cooperative associations In such manner and on such basis as is deemed by the directors to be fair and equitable and to the benefit of the board of directors.

The seal association shall be circular in shape and bear these words and figures: "*, 2000".

These by-laws may be altered or amended at any regular or special meeting of the members by the affirmative vote of three-fourths or more of the members present