ARTICLE 1 -
PURPOSE & DEFINITIONS

1.1 PURPOSE

As stated in its Articles of Incorporation, the purpose of the Association is to engage in any lawful activity for which cooperatives may be organized under the Oregon Cooperative Corporation Act.

1.2 DEFINITIONS
As used in these Bylaws, the terms listed in this Bylaw Section 1.2 shall have the meanings given in their respective definitions, unless the context clearly indicates otherwise.

1.2.1 Association. “Association” means the Perennial Ryegrass Bargaining Association, an Oregon Cooperative Corporation.

1.2.2 Crop. “Crop” means turf-type perennial ryegrass seed.

1.2.3 Grower. “Grower” means any bona fide agricultural producer, or association of agricultural producers. Agricultural producers are persons engaged in the production of agricultural products as farmers, planters, or growers (e.g., a person who performs traditional farming activities such as tilling the soil in such a manner as to produce a Crop). A tenant farmer is a producer. A landlord whose rent is a portion of the Crop or proceeds of the sale of the Crop is also a producer. However, a landlord who receives a flat rental fee for the land is not a producer as that landlord is not participating in production of a Crop. In no event is a producer an entity engaged solely in packing or processing agricultural commodities. However, if a person or entity devotes a substantial portion of its resources to agricultural production, and also has a packing or processing operation, the person or entity is considered a producer.

1.2.4 Policies. “Policies” means the goals of the Association as expressed through its Articles, Bylaws, purposes, objectives, and resolutions of the members and board of directors.

1.2.5 Produce. “Produce” means to plant, grow, or harvest a Crop during a Crop year.

ARTICLE 2 - OFFICES

2.1 REGISTERED OFFICE

The registered office of the Association is 4093 12th Street SE, Salem, in Marion County, Oregon. The Association may have such other offices, either within or without the State of Oregon, as the board may designate or as the business of the Association may from time to time require.

2.2 PRINCIPAL OFFICE

The registered office of the Association required by the Oregon Business Cooperative Act to be maintained in the State of Oregon may be, but need not be, identical with the principal office in the State of Oregon, and the address of the registered office may be changed from time to time by the board.

ARTICLE 3 - MEMBERS

3.1 CONDITIONS OF MEMBERSHIP

3.1.1 Qualifications. Each member must be a Grower as defined in Bylaw Section 1.2.3.

3.1.2 Membership Application and Membership Agreement. Prior to their acceptance as a member of the Association, a prospective member must complete a PRBA Membership Application attesting to their status as a Grower and that Membership Application must be accepted by a director or by the executive director in the procedure set forth in Bylaw Section 11.1.

3.1.3 Membership Fee. Membership in the Association is conditioned upon the annual payment of a Membership Fee. Payment of the Membership Fee for each Crop year is due as of July 1st of each Crop year, however payment will not be in delinquent status until the following May 1st. As provided in Article III of the Association’s Articles of Incorporation, the Membership Fee may be changed in accordance with the procedure established in the Association’s Bylaws without the necessity of filing amended or restated articles. The procedure for changing the Membership Fee is set forth in Bylaw Section 11.4.

3.1.4 Acceptance of Terms and Prices Established by Directors. Membership in the Association is conditioned upon the member’s acceptance of and agreement to abide by all uniform contracts covering terms of membership, terms of sale and/or production of the member’s Crop, and payment and delivery of the member’s Crops, as determined from time to time by the directors and any committees the directors may form for such purpose. Failure of a member to act in accordance with the contracts or Policies established by the directors shall constitute a breach of agreement between the member and the Association, and shall result in the Association’s right to pursue monetary damages against such member in the amount of $500 per acre of such member’s Crop. This remedy is not exclusive and the Association preserves the right to pursue all other equitable remedies and compensatory damages allowed by law.

3.2 TERMINATION OF MEMBERSHIP

3.2.1 Automatic Termination. Membership shall terminate automatically and that member’s right to vote shall be rescinded, without any action by the board or the member if (i) at any time a member ceases to be a Grower, as that term is defined in Bylaw Section 1.2.3, by inactivity or ineligibility, or (ii) upon death or legal dissolution of the member; provided, however, that such member’s estate or successor shall be obligated to fulfill any contractual obligations to the Association for the remainder of the Crop year in which such member has suffered death or legal dissolution and for such additional period of time required to market such Crop.

3.2.2 Discretionary Termination. Membership may be terminated at the discretion of the board if a member attempts to impermissibly transfer membership, or if the board finds that the member (i) has refused to comply with the Bylaws or the Policies of the Association, or (ii) has breached or refused to comply with any contract with the Association, or (iii) if a member fails to pay his or her annual Membership Fee when due; provided, however, that such member’s estate or successor shall be obligated to fulfill any contractual obligations to the Association for the remainder of the Crop year in which such member has suffered death or legal dissolution and for such additional period of time required to market such Crop.

3.2.3 Member Withdrawal. Unless otherwise provided in the Membership Agreement or Policies of the Association, any member may voluntarily withdraw from membership in the Association only by giving written notice of withdrawal to the secretary-treasurer of the Association. Such notice shall serve to remove the member from the Association for the Crop year (January 1 – December 31) immediately following the year in which such notice is received, but not for the Crop year in which notice is received. For example, if notice of withdrawal is received on or before December 31, 2002, the member giving such notice would cease to be obligated to the Association as a member for the 2003 Crop year. Notwithstanding the foregoing, such notice shall not relieve a person from the obligation to pay any unpaid assessments on seed grown during a Crop year (January 1 – December 31) in which that person was a member of the Association.

3.2.4 Effectiveness of Termination and Request for Hearing. Termination by a discretionary action of the board shall take effect upon mailing of notice thereof to the member at his or her address of record with the Association, but any person whose membership is thus terminated may file with the secretary-treasurer a written request for a hearing within thirty (30) days of the mailing, in which event the member shall be given opportunity to be heard before the board, or such special committee as the board shall designate. The board shall then reconsider and shall affirm or rescind the termination within sixty (60) days after the filing of such request for hearing. Appeal may be taken from action by the board to the next annual meeting of the members, provided written notice of such appeal is filed with the secretary-treasurer within thirty (30) days after the mailing of notice of the board’s action. The membership shall be suspended pending such appeal, provided, however, that such member’s estate or successor shall be obligated to fulfill any contractual obligations to the Association for the remainder of the Crop year in which such member has suffered death or legal dissolution and for such additional period of time required to market such Crop.

3.2.5 Member’s Remedies Limited. No person whose membership in the Association is terminated pursuant to these Bylaws shall resort to any civil court for the purpose of setting aside, changing, or restraining such action until that person shall have exhausted the procedure for hearing and appeal specified in Bylaw Section 3.2.4 above.

3.3 DUTY TO NOTIFY OF CHANGE IN STATUS

Each member shall have a duty to immediately notify the executive director, in writing or orally, if the member ceases or will cease to produce a Crop as a Grower for that growing season, if the member is licensed as a seed dealer by the state or Oregon, or if the member is marketing crops outside the state of Oregon with or without a seed dealer license. For the purposes of this Bylaw Section 3.3, immediate notification shall mean within thirty (3) days of the member’s knowledge of the aforementioned events.

3.4 ANNUAL MEETING

The Association shall hold an annual meeting of the members during the month of January or February of each year, at such date, place and time as shall be determined from time to time by the board. The purpose of the annual meeting shall be for the electing of directors and for the transaction of such other business as may come before the meeting.

3.5 FAILURE TO HOLD ANNUAL MEETING

Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Association and shall not affect the validity of any of the Association’s actions.

3.6 SPECIAL MEETINGS

Special meetings of the members may be called by the president or by the board, or the secretary-treasurer shall call such a meeting upon the filing of a petition stating the business to be brought before the meeting signed by not less than ten percent (10%) of the members of the Association.

3.7 PLACE OF MEETING

The board may designate any place, either within or without the State of Oregon, as the place of meeting for any annual meeting or for any special meeting called by the board. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the State of Oregon, as the place for the holding of the meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the Linn County Fairgrounds and Exposition Center.

3.8 NOTICE OF MEETING

Notice of each annual or special meeting of the members of the Association shall be mailed not less than seven (7) nor more than thirty (30) days prior to that meeting by or under the supervision of the secretary-treasurer to each member at the member’s post office address of record with the Association. Such notice shall state the date, hour and place of the meeting; notice of a special meeting shall also state by whom the meeting was called and the purposes of that meeting.

3.9 FIXING OF RECORD DATE

For the purpose of determining members entitled to notice or to vote at any meet-ing of members, or in order to make a determination of members for any other proper purpose, the board may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than seventy (70) days and, in case of a meeting of members, not less than ten (10) days prior to the date on which the particular action, requiring such determination of members, is to be taken. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the record date is the close of business on the day before the first notice is mailed or otherwise transmitted to members in accordance with Bylaw Section 3.8. When a determination of members entitled to vote at any meeting of members has been made as provided in this Bylaw Section 3.9, the determination is effective for any adjournment of the meeting unless the board fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

3.10 QUORUM

The members present at the membership meeting shall constitute a quorum for all purposes, except where a specific number or other proportion is required by statute. If a required quorum is not present, such meeting may be adjourned from time to time, without further notice, until a quorum is present.

3.11 VOTING BY MEMBERS

Only those members who are Growers, as that term is defined in Bylaw Section 1.2.3 of these Bylaws, are entitled to vote at a meeting of the members. At any meeting of the members, each member shall be entitled to one vote, except for the election of directors where each member shall be entitled to the same number of votes as the number of positions on the board for which persons have been nominated to fill. For example, if fourteen (14) people have been nominated to fill fourteen (14) available seats on the Board, each member will be entitled to fourteen (14) votes. If nominations have been received for only thirteen (13) positions, then each member may have only thirteen (13) votes. If, in the second year, there are only four positions which require the election of directors, then each member will be entitled to four votes. No member may cumulate votes, i.e., cast more than one vote for any one candidate. There shall be no voting by proxy, but any member not a natural person may act, vote, and be represented at meetings of members by an officer, manager, shareholder or partner of that member who is duly authorized in writing filed with the secretary-treasurer, or if the member is a legal estate, then by the personal representative or trustee thereof whose status as such is authenticated by proper written document filed with the secretary-treasurer. There shall be no voting by mail, except that any election may be submitted by the board, in its discretion, to the members for mail ballot in accordance with reasonable policies, consistent with ORS 62.265, adopted by the board relative to the method and procedure for such voting by mail.

3.12 ACTION BY MEMBERS WITHOUT MEETING

In accordance with ORS 62.305, any action required or permitted to be taken at a meeting of the members may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all of the members entitled to vote on the action, and delivered to the Association for inclusion in the minutes or filing with the Association’s records. Action taken under this Bylaw Section 3.12 is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date.

ARTICLE 4 - BOARD OF DIRECTORS

4.1 GENERAL POWERS

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association managed under the direction of, the board.

4.2 PARTICULAR POWERS AND DUTIES

4.2.1 Board Records and Reports. The board shall cause to be kept appropriate minutes and records of all of its acts and proceedings and may present or cause to be presented at the annual meeting of the members of the Association a report showing in reasonable detail the condition of the Association’s affairs.

4.2.2 Affiliations. The board may join or affiliate the Association with other generally similar organizations in maintaining joint agencies or services or otherwise accomplishing any purpose of this Association, provided that no such affiliation jeopardizes the Association’s status as a cooperative under the Oregon Cooperative Corporation Act or under federal law.

4.2.3 Uniform Membership and Other Contracts. The board may prescribe forms of uniform contracts covering terms of membership, terms of sale and/or production, payment and delivery of Crops being produced by members. Execution of and strict compliance with any such contract shall be a condition of membership in this Association, as is described in Bylaw Section 3.1.4. The approved forms of such contracts shall be considered Policies of the Association.

4.2.4 Audits. The board shall require that the records of the Association be reviewed from time to time by an independent accountant. The review shall include both financial, and, to the extent required, allotment records. Members shall cooperate with and allow an authorized representative of the board full access to sales, production, shipping and marketing information and all records necessary to determine cost of production, quantity of production, inventory and revenue from production of the Crop and compliance with the Policies of the Association.

4.2.5 General Authority. The board shall have the power and authority to: make policies not inconsistent with the laws of the State of Oregon and the Bylaws of this Association, for the guidance of the officers, employees and members of the Association and for the transaction of the Association’s business; to call meetings of the membership when deemed advisable; and generally to exercise all powers necessary for the transaction of the Association’s business. It is expressly understood that nothing herein contained shall be deemed to limit or restrict the general authority vested in said board for the management and control of the Association.

4.3 NUMBER, TENURE AND QUALIFICATIONS

4.3.1 Number. The Board may by resolution establish the number of directors at no fewer than three (3) and no more than twenty (20). Until further resolution by the board, the number of directors of the Association shall be fifteen (15). Until further resolution by the board, the directors shall be comprised of Growers who reside or farm in the following Oregon Counties: Benton County ; Clackamas County ; Lane County : Linn County ; Marion County ; Polk County ; Washington County ; Yamhill County , and one Oregon County at large.

4.3.2 Tenure. Despite the expiration of a director’s term, a director continues to serve until that director’s successor is elected and qualifies or until there is a decrease in the number of directors. A decrease in the number of directors does not shorten an incumbent director’s term. The directors elected at the first annual meeting of the membership shall determine by lot their respective terms of office, four (4) for a term of one (1) year, four (4) for a term of two (2) years, and five (5) for a term of three (3) years. At subsequent annual meetings, as terms expire, directors shall be elected each to serve a term of three (3) years. Each term shall commence upon adjournment of the membership meeting at which elected and end upon adjournment of the membership meeting at which the successor is duly elected. When a director has served for two consecutive three-year terms, such director may be elected to serve for successive one-year terms until such director resigns or until such director’s successor is elected.

4.3.3 Qualifications. Each director must be a Grower, as that term is defined in Bylaw Section 1.2.3, or a representative of a member which is not a natural person.

4..4 REGULAR MEETINGS

A regular meeting of the board shall be held without other notice than this Bylaw Section 4.4 immediately after, and at the same place as, the annual meeting of members. The board may provide, by resolution, the time and place, either within or without the State of Oregon, for the holding of additional regular meetings without other notice than such resolution.

4.5 SPECIAL MEETINGS

4.5.1 General Provisions. Special meetings of the board may be called by or at the request of the president or by any two directors. Any business may be transacted at a special board meeting. The request for a special meeting shall be in writing, signed by the person or persons making the request, delivered to the secretary-treasurer, and shall state the time, place, and purpose of that meeting. The person or persons authorized to call special meetings of the board may fix any place, either within or without the State of Oregon, as the place for holding any special meeting of the board called by him, her, or them.

4.5.2 Notice of Special Meetings. Notice of each meeting of the board shall be mailed to each director, at the director’s address of record with the Association, not less than forty-eight (48) hours prior to the time of that meeting; or shall be given other than by mail no less than twenty-four (24) hours prior to the meeting. Notice of any special meeting shall state the purpose of that meeting. All notices shall be given by or under the supervision of the secretary-treasurer. Notice of any special meeting may be waived by any director and appearance at a meeting shall constitute a waiver of notice thereof, unless the director specifically appears for the purpose of objecting to the notice or the purpose of the meeting.

4.6 QUORUM

Five members of the board shall constitute a quorum at any meeting of the board. (Originally five members constituted a quorum. This was changed to seven in 1997. At the Board meeting on January 13, 2003, this was again changed to five members.) If there is a lack of a quorum at any duly called and noticed meeting, the director or directors there present may adjourn that meeting from time to time to reconvene at the same place, and at the time specified in the order of adjournment, and there may be transacted at such adjourned meeting any business which could be transacted at the original meeting, without further notice.

4.7 VACANCIES

Any vacancy on the board not caused by expiration of term shall be filled for the unexpired term by majority vote of the remaining directors, even though less than a quorum, provided that notice of the board meeting at which that vacancy is filled includes a statement of intent to fill that vacancy at that meeting.

4.8 COMPENSATION

By resolution of the members of the Association, each director may be paid his or her expenses, if any, of attendance at each meeting of the board. A director shall receive no compensation for services as a director.

4.9 PRESUMPTION OF ASSENT

A director of the Association who is present at a meeting of the board or a committee of the board when corporate action is taken is deemed to have assented to the action taken unless (a) the director objects at the beginning of the meeting or, promptly upon the director’s arrival, to holding the meeting or transacting business at the meeting; or (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Association immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

4.10 ACTION WITHOUT MEETING

In accordance with ORS 62.305, any action that may be taken at a meeting of the directors may be taken without a meeting if the action is taken by all members of the board. The action must be evi-denced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Bylaw Section 4.10 is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.

ARTICLE 5 - COMMITTEES

5.1 CREATION OF COMMITTEES

The board may create one or more committees and appoint members of the board to serve on them. Each committee shall have two or more mem-bers, who serve at the pleasure of the board. The creation of a committee and election of members to it must be approved by a majority of all the directors in office when the action is taken. Article 4 of these Bylaws governing meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements of the board apply to committees and their members as well. Each committee shall only exercise such authority of the board that is expressly delegated to the committee by resolution of the board. A board committee may not: (a) approve or propose to members actions that the Act requires to be approved by members; (b) fill vacancies on the board or on any board committees; (c) amend articles of incorporation; (d) adopt, amend, or repeal bylaws; or (e) approve a plan of merger not requiring member approval.

5.2 BARGAINING COMMITTEE & BARGAINING COUNCIL

The Board shall appoint a Bargaining Committee which shall represent the Association in a Bargaining Council to negotiate and bargain on behalf of the Association’s members for a reasonable market price for contracted perennial ryegrass seed production meeting TournamenTÅ Quality standards for each crop year, under the supervision of the Oregon Department of Agriculture pursuant to Oregon Department of Agriculture Administrative Rules (OAR) 603-076-005 and 603-076-0016, and other contract terms in the best interest of the Association’s members. The Board may by resolution establish the number of Bargaining Committee members at no fewer than three and no more than twenty. Until further resolution by the Board, the number of Bargaining Committee members shall be the members of the board and the Executive Director. This Bylaw Section 5.2 is governed by the rules articulated in Bylaw Section 5.1, above.

5.3 EXECUTIVE COMMITTEE

The board may elect an executive committee to consist of three or more directors, which committee may exercise all the authority of the board in the management of the cooperative, subject to the prohibitions enumerated in Bylaw Section 5.1, and except in respect to: apportionment or distribution of net proceeds, savings or losses; selection of officers; and filing of vacancies in the board or the executive committee.

ARTICLE 6 - OFFICERS

6.1 NUMBER

The officers of the Association shall be: a president, who shall serve as chairman of the board; a vice president; a secretary-treasurer; and an executive director. All officers shall be appointed by the board. Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the board. The same individual may simultaneously hold more than one office in the Association. The chairman and the vice president must be directors of the Association.

6.2 ELECTION AND TERM OF OFFICE

The officers of the Association shall be elected annually by the board at the first meeting of the board held after each annual meeting of the members. If the election of officers shall not be made at such meeting, the election shall be made as soon thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been duly elected, or until his or her death, resignation, or removal. Each elected officer shall hold office for one year or thereafter until a successor is duly elected and takes office, provided, however, that any officer may be removed from office by the board if in the board’s judgment the best interest of the Association requires such removal.

6.3 RESIGNATION AND REMOVAL

An officer may resign at any time by delivering notice to the Association. A resignation shall be effective (a) when received; (b) five days after deposit in the U.S. mail, if mailed postpaid and correctly addressed; or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the officer, whichever date is earlier, unless the resignation provides a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board. An officer may be removed by the board at any time with or without cause. Resignation or removal of an officer does not affect the contract rights, if any, of the Association or the officer. Election of an officer or agent shall not of itself create contract rights.

6.4 VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification, disability or otherwise, may be filled by the board for the unexpired portion of the term.

6.5 CHAIRMAN-PRESIDENT

The chairman of the board shall preside over the meetings of the Association’s members and of the board, and perform such other duties as properly may be required by the board; the chairman shall serve as a member and chairman of the executive committee, if any, and shall call special meetings of the members of the Association and of the board and Executive Committee as the chairman deems proper and advisable. As president, the chairman shall be the executive head of the Association under the direction and control of the board, sign as president on behalf of the Association all documents which the chairman is authorized by the board to sign, and perform all acts and duties usually performed by an executive officer or as properly may be required under the bylaws or by the board. The chairman shall have general charge, under the board’s control and direction, of the operations of the Association.

6.6 VICE PRESIDENT

The vice president shall possess and perform the authority and duties of the chairman of the board and president during the absence, disability or disqualification of that officer.6.7 SECRETARY-TREASURER
The secretary-treasurer shall cause to be recorded and maintained accurate and appropriate minutes and other records of all meetings of the members of the Association and of the board, and shall have general charge and supervision of the books and records of the Association. The secretary-treasurer shall sign such documents pertaining to the Association as the board authorizes or directs. The secretary-treasurer shall duly serve or cause to be duly served all notices required by law or by these bylaws. The secretary-treasurer shall be responsible for maintenance of appropriate membership records showing the name and address of each member of the Association, the date of members’ acceptance into membership, and the date of termination or withdrawal from membership. The secretary-treasurer shall be responsible for the timely making of all reports and the timely filing of all tax returns required of the Association by law, be responsible for the integrity and adequacy of all corporate accounting records, and properly prepare or cause to be prepared appropriate financial reports of the Association. The secretary-treasurer shall be responsible for the preparation and presentation at each annual meeting of the members of the Association, and otherwise as the board may require, of any appropriate report concerning the finances of the Association and all matters pertaining to the office.

6.8 EXECUTIVE DIRECTOR

The board shall select, employ or contract for the services of an executive director who shall, subject to the direction and control of the board, executive committee, and officers of the Association and in accordance with these Bylaws, manage the affairs of the Association and act for and on behalf of the Association, its board and its members.

6.9 COMPENSATION

No officer, other than the executive director, shall receive any compensation for their service as an officer of the Association.

ARTICLE 7 - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

7.1 CONTRACTS

The board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

7.2 LOANS

No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board. Such authority may be general or confined to specific instances.

7.3 CHECKS, DRAFTS, AND OTHER INSTRUMENTS

All checks, drafts, and other orders for the payment of money, and promissory notes and other instruments of indebtedness issued in the name of the Association, shall be signed by such officer or officers, or agent or agents of the Association as shall from time to time be determined by resolution of the board.

7.4 DEPOSITS

All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the board may select.

ARTICLE 8- INDEMNIFICATION

8.1 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION

The Association may not indemnify an officer, employee, agent or director unless authorized in the specific case after a determination has been made that indemnification of such person is permissible in the circumstances because such person has met the standard of conduct set forth in ORS 62.464. A determination that indemnification of such person is permissible, and any authorization for payments for the reasonable expenses incurred by such person who is a party to a proceeding in advance of final disposition of the proceeding, shall be made by the board by majority vote of a quorum consisting of directors not at the time parties to the proceeding.

8.2 MANDATORY INDEMNIFICATION

The Association shall indemnify an officer, employee, agent or director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which such person was a party because of being an officer, employee, agent or director of the Association against reasonable expenses incurred by such person in connection with the proceeding.

ARTICLE 9 - DISSOLUTION

9.1 VOLUNTARY DISSOLUTION BY ACT OF THE ASSOCIATION

The Association may be dissolved by the act of the Association, when authorized in the following manner:

9.1.1 Board Resolution. The board shall adopt a resolution directing that the question of dissolution be submitted to a vote at a meeting of members, which may be either an annual or a special meeting.

9.1.2 Notice of Meeting of Members. Written or printed notice shall be given to each member in the manner provided in ORS 62.255 for the giving of notice of meetings of members, and whether the meeting be an annual or special meeting, shall state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the Association.

9.1.3 Member Adoption of Board Resolution. At the meeting a vote of members shall be taken on a resolution to dissolve the Association. Adoption of the resolution shall be by affirmative vote of two-thirds of the member votes cast on that resolution.9.2 PROCEDURE FOR DISSOLUTION

9.2 PROCEDURE FOR DISSOLUTION

After the adoption of a resolution to dissolve by the members, the Association shall proceed to collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its members, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets either in cash or in kind, among the members of the Association. Distribution of assets among the members of the Association shall be on a pro-rata basis, as determined by the amount of membership fees paid by members during the preceding three years.

ARTICLE 10 - EMERGENCY BYLAWS

10.1 WHEN OPERATIVE

The emergency bylaws provided by this Article 10 shall be operative when an emergency exists and a quorum of the Association’s directors cannot readily be assembled because of some catastrophic event. To the extent not inconsistent with the provisions of this Article, the Bylaws provided in the preceding Articles shall remain effective during such emergency and upon its termination these emergency bylaws shall cease to be effective. During such emergency:

10.1.1 Meeting of Board of Directors. A meeting of the board may be called by any officer or director of the Association. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting.

10.1.2 Quorum. At any meeting called pursuant to these emergency bylaws, a quorum shall consist of five directors.

10.1.3 Lines of Succession. The board, either before or during such emergency, shall provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Association shall for any reason be rendered incapable of discharging their duties.

10.1.4 Binding Effect. Corporate action taken in good faith in accordance with these emergency bylaws shall bind the Association and may not be used to impose liability on a corporate director, officer, employee or agent.

10.2 AMENDMENT OR REPEAL

These emergency bylaws shall be subject to amendment or repeal by further action of the board or by action of the members, but no such amendment or repeal shall modify the provisions of Bylaw Section 10.1.4 with regard to action taken prior to the time of such amendment or repeal. Any amendment of these emergency bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

ARTICLE 11 - OPERATING PROCEDURES

11.1 PROCEDURE FOR ACCEPTANCE OF MEMBERSHIP APPLICATION

The board shall establish a uniform Membership Application whereby a member shall agree to comply with and be bound by the Articles of Incorporation, Bylaws and Policies of the Association existing at that time or as are amended from time to time by the board. Each director and the executive director, shall have the authority to solicit and accept Membership Applications, and to determine the number of members which exist where multiple entities are jointly engaged in the production of Crops (see Bylaw Section 11.2, below). A Membership Application shall be accepted, as evidenced by signature on the Membership Application by a director or the executive director, only if the director or the executive director reasonably, and in good faith believes that the applicant is a Grower, as that term is defined in Bylaw Section 1.2.3., and otherwise meets the qualifications for membership as provided in these Bylaws and the Membership Application itself.

11.2 PROCEDURE FOR DETERMINING NUMBER OF MEMBERS & NATURE OF MEMBERSHIP

For the purpose of establishing the number of members that exist where multiple entities are jointly engaged in the production of a Crop, the following rules shall apply. Two or more Growers (whether or not related), that the board, in good faith believes, function as a single entity for the purpose of producing a Crop, shall constitute one member. Two or more Growers farming jointly and filing a partnership tax return shall constitute one member. A husband and wife farming as a unit and filing a joint return shall constitute one member. A husband and wife farming separately and filing separate tax returns shall constitute two members. Two Growers farming jointly, but filing separate tax returns shall constitute two members. The Association retains the right to request reasonable verification, including tax returns, to establish the appropriate number of members under these Bylaws. A member who wishes to relieve himself from his or her obligations to the Association may not do so by merely allowing another entity or person (“successor”) to farm the Crop on such member’s land, which includes land that member owns, leases or trades. In such a situation, the successor shall be deemed to stand in the shoes of the member and shall be bound by, and the Crop produced onsuch land shall be marketed in accordance with, the Bylaws and Policies of the Association. If the successor is ineligible for membership in the Association, the successor shall have none of the rights and privileges afforded to members of the Association.

11.3 PROCEDURE FOR REVIEWING MEMBERSHIP STATUS

The executive director shall maintain a roster of all members and shall monitor the status of each member as a Grower, as that term is defined in Bylaw Section 1.2.3. The executive director shall monitor member status, in part, by annually reviewing the list of those persons licensed as seed dealers in the state of Oregon. If the executive director becomes aware of a possibility that a member no longer meets the qualifications of membership, he or she shall inform the board and the board shall terminate such membership in accordance with Bylaw Section 3.2 if it finds that the member is in fact no longer qualified for membership.

11.4 PROCEDURE FOR AMENDING MEMBERSHIP FEE

The quantity or method of calculation of the membership fee may be amended or modified by a resolution adopted by a majority of the board at any regular meeting, or at any special meeting called for that purpose. Notice of the new membership fee shall be given to the members in writing within sixty (60) days of the resolution, or orally at the annual meeting of the members. Any change in the membership fee shall become effective only after notice to the members is given, and shall apply to the Crop year following the year in which the change is made, and subsequent notification to the members is given.

11.5 PARLIAMENTARY PROCEDURE

Except as otherwise provided herein, meetings shall be conducted in accordance with the most recent edition then available of Robert’s Rules of Order.

11.6 FISCAL YEAR

The fiscal year of the Association shall be from July 1 to June 30.

ARTICLE 12 - ENFORCEMENT RIGHTS AND REMEDIES

12.1 LIMITATION ON SALES

All members of the Association shall sell, produce or deliver Crops exclusively to seed dealers who comply with the Policies of the Association.

12.2 ASSOCIATION ENFORCEMENT OF CONTRACTS

The Association, through its board, may enforce its contracts with Growers, dealers and purchasers of the Crops, or waive compliance therewith, as the board deems to be in the best interest of the Association. The board of the Association is authorized to file an injunction to prevent the sale or delivery of Crops by a member to a party who is determined by the board to be a seed dealer not in compliance with the Policies of the Association. Additionally, as stated Bylaw Section 3.1.4, failure of a member to sell his or her Crops in accordance with the contracts or Policies established by the directors shall constitute a breach of agreement between the member and the Association, and shall result in the Association’s right to pursue monetary damages against such member in the amount of $500 per acre of such member’s Crop. This last remedy is not exclusive and the Association preserves the right to pursue all other equitable remedies and compensatory damages allowed by law.

12.3 MEMBER GRIEVANCES

In the event a member does not believe the Association is following its policies, the member shall first, by letters to the president, secretary-treasurer and registered agent of the Association, notify the Association that is not following its own policies. The notification shall specify with particularity the Policy it is not following, the instance or instances the rule has not been followed, the recommended action the member wishes the Association to follow, and the intended result of such action. As soon as reasonably possible, a special meeting of the board shall be called to consider the objection. The member raising the objection will be given notice of the meeting and the ability to be heard. In the event that the board determines it is not in the best interest of the Association to modify its action at least in part based on the objection, upon the recommendation of thirty percent (30%) of the board the matter will be presented to the membership at a special meeting called for the purpose. The membership shall have authority to either ratify the action of the board, or to direct the board to follow its rule. Objections to the authority of the board shall be dealt with exclusively as provided in this rule.

ARTICLE 13 - AMENDMENTS

Power to alter, amend or repeal these Bylaws is vested in the members of the Association and the members may so alter, amend or repeal these Bylaws in accordance with the provisions regarding meetings of the members as stated in Article 3, provided, however, that the text of any proposed amendment, or notice of any intent to alter or repeal these Bylaws must be given to the secretary thirty (30) days in advance of the meeting of the members, and such alteration, amendment or repeal of these Bylaws must be approved by an affirmative vote of two-thirds of the members of the Association.

Certification by Secretary-Treasurer

I, Donald W. Fisher, certify that I am the secretary-treasurer of the PERENNIAL RYEGRASS BARGAINING ASSOCIATION, an Oregon Association, and that the foregoing Bylaws were duly adopted by the board of the Association on the 19th day of February, 2004.

Donald W. Fisher, Secretary-Treasurer