BYLAWS OF PANHANDLE GRAIN & FEED ASSOCIATION

ARTICLE I
NAME AND TERRITORIAL LIMITS

Section 1 -- This Corporation shall be known as the PANHANDLE GRAIN & FEED DEALERS ASSOCIATION. By Resolution dated May 3, 1975, members voted to change the name of this corporation to PANHANDLE GRAIN AND FEED ASSOCIATION.

Section 2 -- The territorial limits of this corporation shall be the Panhandle of Texas and such other territory as the Board of Directors may from time to time include by proper resolution.

ARTICLE II
OBJECTS

Section 1 -- The objects of this corporation shall be to disseminate information; to educate and enlighten its members, as well as the public, in all matters pertaining to the grain and feed business; to create confidence of the public in business ethics pertaining to the grain, feed, or grain and feed business, and to generally conduct a mutual non-profit association pertaining to the grain, feed, or grain business, with no part of the earnings to insure to the benefit of any individual member or shareholder and with no part of the revenues to be paid in dividends except upon a dissolution of the corporation.

ARTICLE III
MEMBERSHIP

Section 1 -- Eligibility: Membership of this corporation shall consist of individuals, firms or corporations who are engaged in the grain, feed, or grain and feed business, or any individual or firm engaged in a business allied with the grain or feed trade within the territorial limits of the corporation. (This change approved by Board of Directors on August 6, 1976.)

Section 2 -- Class of Membership: There shall be only one class of membership in the corporation and that is ACTIVE.

ARTICLE IV
ADMISSION TO MEMBERSHIP AND RESIGNATIONS

Section 1 -- Admission to Membership: Admission to membership shall be written application signed by the applicant and approved by a vote of three-quarters of the members of the Board of Directors. (This change approved by Board of Directors on August 6, 1976.)

Section 2 -- Resignations: Any member may resign from the corporation by written resignation presented to the Board of Directors.

ARTICLE V
MEETINGS

Section 1 -- Place of Holding Membership Meetings: All meetings of membership shall be held at such place and at such time as may be designated from time to time by the President or the Board of Directors.

Section 2 -- Voting at Membership Meetings: Every member in good standing shall have one vote in person at any meeting of the corporation.

Section 3 -- Quorum at Membership Meetings: Fifteen (15) members of the corporation, in good standing, at any called shall constitute a quorum for the transaction of business.

Section 4 -- Annual Election of Officers and Directors: The annual meeting of the corporation for the purpose of electing directors and officers shall be held on such date and at such time as the directors may from time to time determines. At such annual meeting, the membership entitled to vote and ballot shall elect the Board of Directors. The membership may transact such other business as may come before the meeting, without previous notice being given as to the business to be transacted of the matters to be taken up.

Section 5 -- Special Meetings of the Membership: Special meetings of the membership for any purpose or purposes, may be called by written requisition to be delivered to the president or secretary of the corporation.

Section 6 -- Adjournment of Membership Meetings: If less than a quorum be in attendance at any time at a membership meeting, the meeting may, after the lapse of one-half hour, be adjourned from time to time by a majority of the members present and entitled to vote, and said meeting may be adjourned to any time designated and thereafter said adjourned meeting may be held with any number of members in good standing present and such number of members present at said adjourned meeting shall constitute a quorum.

Section 7 -- Notice of Membership Meetings: Notice of membership meetings, stating the place and time of the meeting, shall be given through the local press or by sending notice, in writing, to each member in good standing, at least ten (10) days prior to the time of said meeting, and the address filed by said member with the secretary shall constitute the address to which said notice shall be mailed.

Section 8 -- Board of Directors’ Meetings: The regular meeting of the Board of Directors may be held at such time and place as the Board of Directors may fix from time to time. Special meetings of the Board of Directors may be called by the president, or by written requisition filed with the secretary or president, signed by three directors.

Section 9 -- Number and Quorum: The first Board of Directors shall consist of five (5) members and thereafter the number of directors shall be fixed from time to time by the Board of Directors and the same shall not less than three (3) nor more than twenty-five (25), or if the membership shall see fit, the membership may, without previous notice, at any meeting increase or decrease the number, just so the same shall not be less than three (3) nor more than twenty-five (25). The President, vice-president, or vice-presidents, and secretary-treasurer shall be members of the Board of Directors. A majority of the directors’ shall constitute a quorum for the transaction of business at any directors’ meeting. Each director shall take office immediately upon his election. (This change approved by the Board of Directors February 9, 1977.)

Section 10 -- General Powers of Directors: The Board of Directors shall have the management of the business of the corporation, subject to the restrictions imposed by law, by the certificate of incorporation, or by these By-laws, the directors may exercise all of the powers of the corporation.

Section 11 -- Compensation of Officers and Directors: The Secretary-treasurer shall be the only salaried employee of the corporation. The salary paid to the secretary-treasurer will be set by the Board of Directors. (These changes approved by Board of Directors on February 9, 1977.)

ARTICLE VI
OFFICER

Section 1 -- Corporation officers shall be president, one or more vice-presidents, and a secretary-treasurer. The number of vice-presidents shall be determined from time to time by the membership or the Board of Directors. (These changes approved by Board of Directors on February 9, 1977.)

Section 2 -- Each officer shall be elected by the Board of Directors from its membership, unless otherwise determined by the membership.

Section 3 -- Each officer shall enter into his official duties immediately upon his election and shall serve for the term of one year or until his successor has been duly elected and qualified. (This change approved by Board of Directors on February 9, 1977.)

Section 4 -- Duties of Officers: The duties of the officers shall be as follows:

(a) President -- The president shall be the executive officer of the corporation and of the Board of Directors. He shall be an ex-officio member of all committees. The President shall have the power to call special meetings of the corporation and of the directors for any purpose or purposes; to appoint and discharge committees; to appoint and discharge, subject to the general approval of the directors, members of the corporation and he shall have general management and control of the affairs of the corporation; he shall see that all books, reports, statements and certificates are made, filed and kept according to law, and he shall do and perform all acts incident to the office of the president, or which are authorized or prescribed by law.

(b) Vice-President -- The vice-president, or vice-presidents, in their order or designation, shall be vested with all powers and shall perform all the duties of the president in the absence or disability of the latter, unless or until the directors shall otherwise determine. The vice-president shall have such powers and perform such other duties as shall be prescribed by the directors.

(c) Secretary-Treasurer -- The secretary shall give cause to be given, notice of the meetings of the membership and the directors and all other notices required by law, or by these By-laws, and in case of his absence, or refusal or neglect to do so any such notice may be given by any person thereunto directed by the president, or by the directors. He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such duties as may be assigned to him by the directors or the president. He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the present, and attest the same.
-- The treasurer shall have the custody of all funds, securities, evidences of indebtedness and other valuable documents of the corporation; he shall receive and give or cause to be given receipts and acquittances for moneys paid in on accounts of the corporation, and shall pay out of the funds on hand all just debts of the corporation, of whatever nature, upon being duly authorized by the president or the directors. He shall enter, or cause to be entered, in the books of the corporation, to be kept for that purpose, full and accurate accounts of all moneys received and paid out on account of the corporation and whenever required by the president of the directors, he shall render a statement of his cash accounts; he shall keep, or cause to be kept, such other books as will show a true record of the expenses, losses, gains, determined by the directors, have charge of the original membership records, and he shall perform all of the other duties incident to the office of the treasurer. When required by the directors he shall give the corporation a bond for the faithful discharge of his duties in such amount and with surety as the Board of Directors shall prescribe. (These changes approved by Board of Directors on February 9, 1977.)

ARTICLE VII
RESIGNATION AND FILLING OF VACANCIES

Section 1 -- Resignation: Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, then it shall be effective at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 2 -- Filling of Vacancies: If the office of any director, member of a committee or other office becomes vacant, the directors in office may appoint any qualified person to fill the vacancy, who shall hold office for the unexpired term and until successors shall be duly elected and qualified.

Section 3 -- Increase of Number of Directors: The number of directors may be increased, or decreased, at any time by the affirmative vote of the membership at nay regular or special meeting of the membership and by like vote additional directors may be chosen at such meeting, to hold office until the next annual meeting and election, and until their successors be duly elected and qualified.

ARTICLE VIII
CAPITAL STOCK

Section 1 -- No Capital Stock: The corporation shall have no capital stock and the only evidence of membership shall be issued by the officers of the corporation by such cards, letters, or certificates of membership as the Board of Directors may from time to time determine, and such evidence of membership shall not evidence any interest in the corporation except that of being a member in good standing.

Section 2 -- Transfer of Membership: A membership is not transferable to any other person, firm or corporation, such membership being personal to the member issued.

Section 3 -- Non-Profit: No profit shall be declared as dividends. In the event there should be any profit, the same may not be declared as dividends to any member except upon the dissolution of the corporation.

ARTICLE IX
MISCELLANEOUS PROVISIONS

Section 1 -- Seal: The corporate seal shall be circular in form and shall contain the name of the corporation with a star in the center with the word “Texas” written between the points of the star.

Section 2 -- Fiscal Year: The fiscal year of the corporation shall be determined by the Board of Directors as they may see it.

Section 3 -- Principal Office: The principal office of the corporation shall be established and maintained at such place as the corporation may from time to time determine, provided the same remains within the territorial limits of the corporation.

Section 4 -- Checks, Drafts, Notes: All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed, and/or countersigned by such other officer, agent or agents of the corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.

ARTICLE X
AMENDMENTS

Section 1 -- These by-laws may be amended by the affirmative vote of a majority at any meeting of the directors called for that purpose, provided the substance of the proposed amendments shall have been given to each director, and provided a quorum is present at the meeting.