Oregon Seed Trade Association By-laws

ARTICLE I

MEMBERS

Section 1. Classification of members:

There shall be four (4) classes of members of this Association, namely Active Members-Voting Active Members-Non Voting; Associate Members and Honorary Members.

Section 2. Eligibility for Membership.

a.) Active Members-Voting: Individuals, firms or corporations regularly engaged in the wholesale interstate and/or international distribution of seeds for planting, excepting retailers selling seed exclusively in packets, are eligible for membership in the Association. Only active members-voting, maintaining an established place of business, in the State of Oregon, and paying the proper amount of dues, are eligible to serve as directors or officers of the Association.

b.) Active Members-Non Voting: Individuals, firms or corporations regularly engaged in the wholesale interstate and/or international distribution of seeds for planting are eligible for membership in the Association. Non-Voting members pay a lesser amount of dues than the voting members. Non-Voting members may participate in the insurance program and vote on insurance matters only. Non-Voting members may serve on Association Committees.

c.) Associate Members: Individuals, firms, or corporations in any way engaged or connected with the seed industry or its allied branches, excepting those qualifying for active memberships, are eligible for associate memberships in the Association.

d.) Honorary Members: Honorary members shall consist of those persons, firms, and corporations to whom, for any reason, this honor may be extended by the Board of Directors or members of the Association entitled to vote by a majority in attendance at the meeting of the Board of Directors or members at which such honorary membership is extended.

Active and/or Associate Members may be elected to membership at any meeting of the members of the Association after having been recommended for membership by the Board of Directors. The election to membership shall be only upon the affirmative vote of at least two-thirds of the members entitled to vote who are present at such meeting. Voting shall be by voice vote unless one member entitled to vote shall request a vote by ballot, in which event such vote shall be by ballot. All applications for membership must be accompanied by one-year’s dues according to the class of membership which is applied for. Honorary memberships may be granted by the unanimous vote of the Board of Directors upon the recommendation of the President at the Annual Meeting of the Board of Directors. No more than one honorary may be elected in one year. Honorary members shall be exempt from annual dues.

Section 3. Representatives of Firm or Corporate Members:

A partnership or corporate member shall designate one of its employees, partners, directors, or officers as its representative to attend meetings of the members or directors, and said partnership or corporate member shall thereby be deemed to be present in person at any such meeting. Such representative shall be entitled to cast the vote of the member represented and including the giving of consents and waiving of notice, to take any other action on behalf of such member, with the same effect as if done by such member.

ARTICLE II

TERMINATION OF MEMBERSHIP

Section 1. Expulsion: Any member of the Association may be suspended or expelled from membership for conduct in violation of the Articles and by-laws of the association in the following manner: Any officer or member specifically and fully states wherein such member is alleged to have been guilty of conduct in violation of the Articles and by-laws of the Association. The secretary shall forthwith transmit to each member of the Executive Committee for the Association and to the member, against whom the charges have been filed, a copy of said charges.

The Executive Committee shall expeditiously as possible, investigate said charges, giving to the member so charged a reasonable opportunity to answer such charges in writing. The Executive Committee, upon the completion of its investigations of said charges, shall enter an order disposing of such charges either by dismissing them or, if by majority vote of the committee, it finds the charges proved, suspend from membership, the member so charged for a certain time, but not exceeding one year, or expel said member from membership in the Association, such order becoming effective upon filing of such order with the Secretary of the Executive Committee to the member of the Association. The Secretary shall communicate with the member against whom the charges have been made. In the case of suspension of a member by order of the Executive Committee, as provided for in this section, the member shall be liable for and pay his annual dues or other financial obligations to the Association during such period of suspension.

Section 2. Non-payment of Dues: The membership of any member whose dues have not been paid within one year from the date the same are due shall terminate. Members who have been terminated for non-payment of dues may be formally reinstated by a majority vote of the Board of Directors.

Section 3. Voluntary Termination: Any member may terminate his membership voluntarily by filing a written resignation as a member of this Association, with the Secretary of this Association.

Section 4. Termination of Rights: All rights of a member of this Association or its property shall cease upon the termination of his membership from whatever cause.

ARTICLE III

DUES

Section 1. Active Members: Each active member shall pay annual dues, which shall be set annually by the Board of Directors.

Section 2. Associate Members: Associate members shall pay annual dues as set by the Board of Directors.

Section 3. Due Date: All dues shall be payable in advance on July 1st of each year.

Section 4. Emergency: In case of an emergency, the Board of Directors, by unanimous vote of the full board, shall have the power to adjust dues or to levy special assessments, which may be different from the dues above specified.

Section 5. Special Assessments: Any segment of the Association by a two-thirds (2/3) vote may assess itself for its own purposes and benefit. Such assessment to be separately accounted for in the general fund of the Association. The assessment shall be subject, in all cases, to the approval of the Board of Directors.

ARTICLE IV

OFFICERS AND DIRECTORS

Section 1. The officers of the Association shall consist of a President, First Vice-President, Executive Vice-President and Secretary-Treasurer. Provided however, that an Executive Vice-President shall not be elected for any year with respect to which the Board of Directors by resolution signifies that the office shall not be filled. The active members, excepting the Executive Vice-President, who shall be appointed by the Board of Directors, shall elect all officers at the regular Annual Meeting.

Section 2. The Board of Directors, which is also referred to as the Executive Committee, shall consist of ten (10) members consisting of the President, First Vice-President, Secretary-Treasurer and the retiring President. The active members at their regular Annual Meeting shall elect the remaining members of the Board of Directors. Each officer shall hold office for one year and thereafter until his successor is elected and qualifies. The Executive Vice-President, if any, shall hold office at the pleasure of the Board of Directors. Officers and Directors shall be elected by ballot: a majority of the votes cast shall constitute a choice. Directors will be elected for three years with two being replaced or re-elected each year.

Section 3. In the event of resignation, death or removal from the office of President, the First Vice-President shall assume the office and title of President. In the event of a vacancy in the office of the First Vice-President the Secretary-Treasurer will move up to this position. Any vacancy occurring in the office of Secretary-Treasurer or the Board of Directors may be filled by a majority vote of the remaining members of the Board of Directors.

Section 4. The number of directors constituting said Board might be increased or decreased at any time by an amendment to the by-laws of the corporation. A majority of the Board of Directors shall constitute a quorum for the transaction of business. The by-laws may also provide for the number and qualifications of its members, for different classes of membership, the property, voting, and other rights and privileges of each class of membership and the liability of each or all classes to dues and assessments and the method of collection thereof.

ARTICLE V

DUTIES

Section 1. It shall be the duty of the President or in his absence, the First Vice-President, or in the absence of both, the Secretary-Treasurer, to preside at all Association and Directors’ meetings.

Section 2. The President shall appoint all regular and special committees. He/She shall also appoint such committees as shall be provided for by the action of the Association at its meetings. All committees thus appointed by the President are to maintain their entity through the next Annual meeting. The President shall direct the Secretary-Treasurer to have the books of the Association audited by a Certified Public Accountant at the close of each fiscal year and such firm shall render a certified audit within sixty (60) days after the close of the Association’s fiscal year. The Secretary-Treasurer shall mail a copy of such certified audit to the Officers and Directors of the Association within thirty (30) days after the receipt of the same.

Section 3: It shall be the duty of the Secretary -Treasurer to attend all meetings of the Association and of the Board of Directors and to keep a careful record of their doings. Carry into execution all orders, votes and resolves not otherwise committed; to keep a list of members; notify:

a) Members of their election

b) Members of Committees of their appointments

c) All members in advance of any meeting as provided in

Article VI, Sections 1 and 3

d) The Directors of any meeting, as provided in Article Vi, Section 7.

The Secretary-Treasurer shall also cause the books and records to be audited by a Certified Public Accountant when directed to do so by the President pursuant to the preceding Section 2 of this Article V.

The Secretary-Treasurer shall collect all dues and assessments, keep an account of all money received and expended for the use of the Association and shall pay all accounts owing by the Association which fall within the amount budgeted for specific functions or activities. All other sums owing by the Association must be examined and approved by the President before payment. The Secretary-Treasurer shall, at the Annual meeting, give a report of the financial status of the Association as of such date. When his/her term of office expires, the Secretary-Treasurer shall deliver to his/her successor or, in his/her absence, to the President, all books, moneys and other property of the Association in his/her possession. The financial records of the Association shall be kept on a fiscal year beginning with July 1st and ending with June 30th of each year.

Section 4. The Secretary-Treasurer shall be reimbursed for such costs and expenses as he/she may incur in connection with the performance of his/her duties. The Board of Directors shall determine the amount of such reimbursement.

Section 5. In the absence of the Secretary-Treasurer, the President shall appoint a Secretary pro tempore.

Section 6. The Board of Directors shall conduct the affairs of the Association and act in an advisory capacity to the President and shall consider and pass upon such matters as may be referred to it from time to time. The Board of Directors shall govern the policies and work of the Association and its committees through its officers. The Board shall have complete charge of all finances and property of the Association.

Section 7. The Executive Vice-President, when appointed by the Board of Directors, shall assist the President of the Association in carrying out his duties and the actions of the Board of Directors. He shall attend all meetings of the Association and of the Board of Directors.

Section 8. The Executive Vice-President, when appointed by the Board of Directors, shall receive from the Association a salary commensurate with the amount of work involved. In addition, he shall be reimbursed for necessary expenses incurred by the performance of his duties. The Board of Directors shall determine the amount of his salary.

ARTICLE VI

MEETINGS

Section 1 Regular Meetings. There shall be an Annual meeting and a Mid-Winter meeting of the members of the Association at such time and place as the Board of Directors may elect. Each member shall be notified by the Secretary, through the mail, of the time and place of such meeting at least thirty (30) days in advance of said meeting.

Section 2 Annual Meetings. The Annual Meeting of the members of the Association shall be in the spring.

Section 3 Special Meetings. A special meeting of the members of the Association may be called by the President, the Executive Committee, or by written petition of twenty percent or more of the active members. Each member shall be notified by mail by the Secretary-Treasurer of the time and place of such meeting at least ten days in advance.

Section 4 Emergency Meetings. When regular meetings of the members of the Association are impracticable, the Board of Directors is empowered to carry on all regular business of the Association, including the admission of new members and passing of resolutions. Furthermore, the Board of Directors under such emergency conditions may call an election of officers and members of the Board of Directors by mail ballot.

Section 5 Quorum. One member more than one half of the voting members shall constitute a quorum at all meetings of the Association.

Section 6 Voting. Only active members shall be entitled to vote. On matters other than amending or repealing bylaws, a majority of the active members at any meeting of the members of the Association, at which a quorum is present, shall govern.

Section 7 Board of Director’s Meetings. The Board of Directors shall meet upon the call of the President or of any four Directors. Written notice shall be sent to each Director by the Secretary at least ten days prior to each meeting of the Board of Directors, excepting those meetings held contemporaneously with any meeting of the members of the Association.

This ten-day notice may be waived for any specific meeting provided each Director agrees to waiver of notice. Four members of the Board of Directors shall constitute a quorum. Written proxies will be honored. The transactions of any meeting of the Board of Directors, however called or notice or whenever held, shall be as valid as though had at a meeting duly held, if each of the Directors not present approves in writing the Minutes of such meeting. All such approvals shall be filed with the records of the Association or made a part of the Minutes of the meeting. Any action required or permitted to be taken by the Board of Directors under any provision of the Corporations Code may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the Minutes of the proceedings of the Board.

ARTICLE VII

AMENDMENTS TO BY-LAWS

Section 1. These By-laws may be amended or repealed by a vote of two-thirds (2/3) of the members present and voting thereon at any meeting of the Association, or by mail ballot as provided in Article VI, Section 4, provided notice of such amendment or repeal shall have been sent by mail to each member at least thirty (30) days in advance of said meeting or mail ballot.

ARTICLE VIII

ARBITRATION

Section 1. The arbitration of all disputes specified in this Article VIII shall be conducted in accordance with Commercial Arbitration Rules of the American Arbitration Association, as in effect on June 17, 1952, or as thereafter amended, which said Rules hereby are adopted as the Arbitration Rules for the Oregon Seed Trade Association, with the exception that unless otherwise specified by agreement of the parties, all disputes shall be submitted in writing in accordance with and in the manner prescribed by Section 36 of said Arbitration Rules.

Section 2. Any controversial claim arising out of or relating to a contract or breach thereof involving business transactions between members of the Oregon Seed Trade Association shall, unless otherwise specified, be settled by arbitration in accordance with the rules of the American Arbitration Association as provided in Section 1 of this Article. Members of the Oregon Seed Trade Association shall not be required to arbitrate disputes with non-members of the Association by virtue of any provision herein contained except to the extent and in accordance with the provision of Section 3 of this Article.

Section 3. Unless otherwise specified, any controversy or claim arising out of or relating to a contract or breach thereof involving business transactions between a member of the Oregon Seed Trade Association and a member of the American Seed Trade Association, a state or regional seed Association of the United States or a seed trade Association of another country, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association as hereinafter prescribed; provided that such seed Association has adopted identical arbitration procedure and has amended its by-laws to require its members to arbitrate such disputes and to impose disciplinary action against any member failing to arbitrate or abide by the award.

This section shall not be binding on members of the Oregon Seed Trade Association until the American Seed Trade Association and such state or regional seed Association the United States or a seed trade Association of another country, has given official notice to the Secretary of the Oregon Seed Trade Association that it has adopted identical arbitration procedures and has duly amended its by-laws as provided for in this Section.

Section 4. Members of the Oregon Seed Trade Association procedures prescribed in this Article or who fail to perform an award within ten days from the date of the rendition thereof shall be subject to disciplinary action as provided in Article II of these by-laws.

ARTICLE IX

The purposes for which this Association was formed are as follows:

To serve the interest of agricultural development within the State of Oregon, to cooperate with educational and regulatory authorities and other interested agencies in the development of a sound and effective seed program; to improve friendly business relationships between members of this Association and relationships between the members of this Association and to promote the legitimate interests of seed trade within the State.

To develop, encourage and promote among its members a firmer business unity, which will improve and perfect a standard of business integrity and ethics in transactions between the members, between members and their customers and with the general public.

To promote purity of stocks, honesty of representation, respect for contract obligations between members themselves and between members and others, non-interference with contract obligations between members, or between members and non-members and promptness in carrying out obligations assumed.

To encourage that in all sales and contracts of sales and advertisements, the members of the Association shall practice entire good faith, shall give full and truthful representations of the quality and description of seeds sold or offered for sale, and in trade relations shall studiously avoid the use of terms or expressions that are false or misleading.

To gather and disseminate information. To make factual surveys and investigations. To prepare and publish to its membership, bulletins and digests which will increase the efficiency of the operation of its members and increase the knowledge of its members as to their respective rights and privileges.

To enter into, make, perform and carry out contracts of every kind for any lawful purpose, without limit, pro-ration, with a municipality, county, state, territory, government or other municipal or governmental subdivision; to carry on authorized activities as principal, agent, partner or any other lawful capacities; to have and exercise all of the powers conferred by the General non-profit Corporation Law of Oregon upon non-profit corporations, as such law is now in effect or may at anytime hereafter be amended.

Not withstanding any of the above statements of purposes and powers, this Association shall not engage in any activities which in themselves are not in furtherance of the purposes set out in paragraphs 1 through 5 of this Article IX and nothing contained in the foregoing statement of purposes shall be construed to authorize this Association to carry on any activity for the profit of its members, or to distribute any gains, profits, or dividends to any of its members as such, except upon dissolution or winding up. Not withstanding any of the above statements of purposes and powers, this Association shall not engage in any business or enterprise for profit.

ARTICLE X

The Board of Directors may adopt the by-laws of the corporation. The by-laws shall be recorded in a book which shall be kept in the principal office of the corporation and may contain, among other things, any or all of the provisions enumerated in the Civil Code of Oregon as being permissible in the by-laws of a non-profit corporation. The corporation shall be a mutual benefit corporation.

ARTICLE XI

Neither the members nor Officers nor Directors of this corporation shall be personally liable for the debts, liabilities, or obligations of the corporation. Unless otherwise provided in the by-laws, the powers of this corporation shall be exercised, its property controlled and its affairs conducted by its Board of Directors.

ARTICLE XII

The trading rules of the American Seed Trade Association shall be the trading rules of this Association. Membership in this Association shall constitute agreement by all members to abide by the trading rules of the American Seed Trade Association. Each member shall be provided with a copy of these trading rules at the time his membership application is approved and shall agree that he shall read and become familiar with these rules.