Bylaws of the New River Organic Growers Association, Inc.

(As amended)

Article I – Name

The name of the organization shall be the New River Organic Growers Association, Inc. hereinafter referred to as “NROG”.

Article II – Purpose

The association is organized to engage in any activity in connection with the producing, marketing or selling of the agricultural products of its members and other farmers, or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof, of the manufacturing or marketing of the by-products thereof; and in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies; and in the financing of the above-enumerated activities; or in any one or more of the activities specified in Articles 19 and 21 of Sec. 54 of the General Statutes of North Carolina.

Article III - Members

Voting Member: A voting member may vote on all matters that come before the Association. A farm which is a certified organic grower under the National Organic Program may become a voting member of NROG by completing an application in such form as the Board of Directors shall prescribe, and subject to the payment of such dues as the Board of Directors shall establish from time to time. A farm my have more than one representative, and all of them may participate in meetings. However, a farm my have only one vote.

A producer of livestock need not be certified organic, but must prove to the Board of Directors that the producer raises its livestock on pasture, does not administer any growth hormones and does not administer antibiotics in a prophylactic manner.

A farm that is in the transition process of becoming a certified organic grower under the National Organic Program may become a voting member by paying its dues in full on or before the last day of February. If the farm fails to become a certified organic grower during the first year that it is eligible to be certified, the farm shall become a non-voting associate member immediately with no further action by the Board of Directors and without any refund of dues paid.

Associate Member: An associate member may not vote on matters that come before the Association. An associate member may participate in meetings of the Association, may sell its products through the Association (with permission of the Board), my use equipment owned by the Association and may participate in bulk purchases through the Association.

A farm, or person, may become a voting member or an associate member of NROG by completing an application in such form as the Board of Directors shall prescribe, and subject to the payment of such dues as the Board of Directors shall establish from time to time.

Article IV – Meetings

Section 1- Meetings

Meetings of the members shall be held at such place or places as may from time to time be fixed by the Board of Directors.

Section 2 – Annual meeting

The annual meeting of the members shall be held in the fourth quarter of each year on the date fixed by the President for the purpose of electing Directors, including officers to succeed those whose term shall have expired by the date of such annual meeting (and for the transaction of such other corporate business as may come before the meeting). A report of the meeting and of the activities of the Corporation for the preceding year shall be made available for inspection to all members following the annual meeting. The annual report shall include a Treasurer's report.

Section 3 – Special meetings

Special meetings of the members may be called by the President,

Secretary, or one-third of the Board of Directors, and shall be called by the President upon written application of ten (10) percent of the members of the Corporation.

Section 4 – Notice

Notice of each meeting of the members, stating the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered by mail, in person, e-mail or by telephone to the members at least three (3) but not more than sixty-five (65) days before the date of the meeting.

Section 5. – Meeting Structure

Meetings of members shall be presided over by the President, or in his

or her absence the Vice-President, or if none of the officers is present, by a Chairperson to be elected at the meeting. The Secretary or in his or her absence a person appointed by the presiding officer shall act as Secretary. The meetings will be conducted in accordance with Robert=s Rules of Order, Revised

Section 6 – Quorum

A quorum of the members shall be twenty-five percent (25%) or more members in good standing.

Section 7 – Required meetings

There shall be one required meeting of the general membership per year, and such other meetings as the Board shall call. The one required meeting may be combined with the Annual meeting.

SECTION 8– Adjournment of meetings

If less than a quorum is in attendance at any time for which a meeting is called, the meeting may, after the lapse of at least half an hour, be adjourned by a majority in interest of the shareholders present or represented and entitled to vote thereat. A notice of such adjourned meeting shall be sent to the shareholders who were entitled to appear at and vote at the meeting, stating the purpose or purposes of the meeting and that the previous meeting failed for lack of quorum. A new meeting shall be called, and notice sent in accordance with the Bylaws or the Articles of Incorporation, and the members in attendance at the subsequently called meeting shall constitute a quorum and may conduct the business that was the subject of the original meeting.

ARTICLE V - BOARD OF DIRECTORS

Section 1. Board and Officers

The corporation shall be governed by a Board of Directors to include a minimum of 5 and a maximum of 15 individuals.

Section 2 - Term of Office

The Directors shall be elected by the members of the corporation. The term of office of

each elected Director shall be three (3) years, except that the term of office for each

member of the first Board of Directors shall be in staggered terms as determined by the Board. The Board of Directors may shorten the terms of one or more Board members to achieve an orderly staggering of the terms.

ARTICLE VI – ELECTIONS

Section 1 – Nominations

Nominations for the elected Officers and Directors may be made by a nominating committee of at least five (5) persons appointed by the board 60 days prior to the annual meeting. Members of the nominating committee shall consist of members of the Corporation who are not Directors. The nominating committee shall solicit from the membership and nominate one or more persons for each vacant post, or shall indicate that no person is nominated. The nominating committee=s report shall be set forth in the notice of the annual meeting for October of each year. Any member in good standing may also place a qualified person=s name in nomination from the floor, provided there is a second to the nomination.

Section 2- Elections

Elections shall be made to the board by plurality. Where an office is contested voting shall be

by secret ballot.

Section 3. – Term of Office

Each elected Director shall hold office for the term for which he or she is

elected and until his or her successor shall have been elected and qualified. Directors in

office may be reelected for one or more additional terms. Any officer, for example the

President, who resigns their office shall continue to be a member of the board until the

expiration of their term on the board.

Section 4- Vacancy

Any vacancy occurring in the Board of Directors (other than vacancy resulted from the normal expiration of a term of office) may be filled by the affirmative vote of a majority of the then members of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Director may be removed from office at any time with cause by an affirmative vote of a majority of the Directors in office.

Section 5 – Conflict of Interest

No director with a conflict of interest may vote on the matter presenting the conflict, and any vote cast in violation of this provision shall not count.

ARTICLE VII - MEETINGS OF THE BOARD OF DIRECTORS

Section 1 - Meetings

Meetings of the Board of Directors, regular or special, may be held upon not less than two (2) days notice to each Director, delivered either personally or by mail, telephone or email. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or a waiver of notice of such meeting. Meetings, including regular or special meetings, shall be held at least one time each year or more often as established by resolution of the Board of Directors. Special meetings of the Board of Directors may be called by the President or by the written request of the majority of the Directors in office. A meeting of the Board of Directors may be held without notice in conjunction with a regular meeting of the Association.

Section 2 – Quorum

A majority of the number of Directors then serving shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be

present at any meetings of the Board of Directors, the Directors present may adjourn the

meeting from time to time, without notice other than announcement at the meeting, until

quorum shall be present.

Section 3 – Action without meeting

Any action required or permitted to be taken at a meeting of the Board

of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the Directors.

Section 4 – Telephone Meetings.

If authorized by the board of directors, the board of directors or any designated committee of the corporation may participate in a board or committee meeting by means of a conference telephone or similar communications equipment, provided all persons entitled to participate in the meeting received proper notice of the telephone meeting, and provided all persons participating in the meeting can hear each other at the same time. A director participating in a conference telephone meeting is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to conducting the meeting by phone.

ARTICLE VIII – COMMITTEES

Section 1 – Committee appointments

The Board of Directors may designate or appoint such standing or special committees as it may deem necessary to promote or carry on the work of the corporation. Each committee shall have such powers and duties and such term or existence as shall be prescribed by the Board of Directors.

Section 2 - The designation or appointment of any such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon them by law.

Section 3 – The Executive Committee shall consist of the then serving officers and shall act for the Board between Board meetings.

ARTICLE IX – OFFICERS

Section 1- Executive Officers

The Executive Officers of the Corporation shall consist of a President, Vice-President, Secretary and Treasurer and such other officers as the Board of Directors from time to time considers necessary for the proper conduct of the business of the Corporation. Officers need not be members of the Board of Directors.

Section 2 - Elections

The Board of Directors shall elect the officers of the corporation. Each officer shall hold office for a term of three (3) years, commencing at the close of the annual meeting and thereafter until his or her successor is elected and qualified or until his or her death, resignation or removal. Each such officer shall be eligible for reelection. The Board may provide for the staggering of the term of office for the officers by shortening or lengthening the terms.

Section 3 – Presidential Duties

The President shall be the Chief Executive Officer of the corporation to put into effect the decisions of the Board of Directors. The President shall preside at all meetings of the membership and Board of Directors. The President shall have general supervision over the business and affairs of the Corporation and over the other officers, shall execute all instruments requiring the signature of the President; and shall perform all other such duties as are related to his or her office.

Section 4- Vice Presidential Duties

The Vice-President shall advise and assist the President and, in absence or disability of the President, shall perform the duties and exercise the powers of that office. He or she shall perform such other duties as shall from time to time be imposed by the Directors.

Section 5 – Secretarial Duties

The Secretary shall give, or cause to be given, notice of all meetings to members, and directors, as appropriate. and all other notices required by law or by these by-laws, and in the case of his or her absence or refusal or neglect to do so, any such notice may be given by any person thereon directed by the President, or by the Directors upon whose written request the meeting is called as provided by these by-laws. The Secretary shall record all the proceedings of the meetings of the members or meetings of the Directors in the books provided for that purpose, and the Secretary shall perform such other duties as may be assigned to him or her by the Directors or the President.

Section 6 – Duties of the Treasurer

The Treasurer shall have custody of all the funds and securities of the Corporation, and he or she shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all monies and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall report in writing the financial status of the Corporation to the board on a quarterly basis, including the status of all balances and of any budget that may have been adopted by the board. In addition, he or she shall render to the President and the Board of Directors, whenever either of them so request, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 7 – Removal of Officer

Any officer elected or appointed by the Board of Directors may be

removed at any time with or without cause by the affirmative vote of a majority of the Directors in office. In the case of any vacancy in office, Board of Directors at any regular or special meeting shall have the power to fill such vacancies for the unexpired portion of the term. In the case of the absence or disability of any officer, the Board may delegate the powers or duties of such officer to another officer or a Director for the period of such absence or disability.

ARTICLE X - CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1 – Execution of checks

Execution of checks, drafts and other instruments except as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all checks, drafts and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Corporation by the Treasurer, and by one other officer or member of the Board, of the Corporation, as may, from time to time, be designated by the Board of Directors for amounts over $1,000.00. All instruments of transfer of personal property other than securities, all instruments of conveyance of real property and all contracts and agreements shall be signed by such officer or agents as the Board of Directors shall direct, and in any event, they must be signed by any two (2) of the following officers, namely the President, Vice-President, Secretary or Treasurer. The Board of Directors may authorize and empower one or more officers or agents of the Corporation to execute and deliver any and all papers and documents or to do other acts or things on behalf of the Corporation, including any required or convenient in dealing with governmental authorities.

Section 2 - Gifts

The Board of Directors may accept on behalf of the Corporation any

contribution, gift, request, grant, or devise for the general purposes or for any special

purpose of the Corporation.

ARTICLE XII- AMENDMENTS

These by laws may be altered, amended or repealed and any new bylaws may be adopted by a majority of Directors in office at any regular or special meeting. No such action shall be taken if it would in any way adversely affect the Corporation's qualification under Section 521(a) of the Internal Revenue Code of 1954 (or any successor provision).

ARTICLE XIII – PATRONAGE DIVIDENDS

Patronage dividends shall be paid to members and non-members based on the amount of product that they sell through the Association.

ARTICLE XIV – LIMITATIONS

The activities of the corporation shall always be limited to those which will allow it to qualify for federal income tax exemption as a farmer’s cooperative association under the Internal Revenue Laws of the United States.

ARTICLE XV - FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XVI - DISSOLUTION

Section 1 - Meeting

In the event that circumstances force the Corporation to dissolve, the Board of Directors shall present an appropriate motion to the membership at the annual meeting or at a special meeting called for that purpose, having notified all members that such a motion is to be presented.

Section 2 – Assets

In the event of the dissolution of the Corporation, all its assets remaining,

after the payment of all debts and obligations of the Corporation, shall be distributed to

such one or more organizations which have purposes and objects similar to those of this

Corporation and are exempt from United States income taxes under the provisions of

Section 501(c)(3) or 521 of the Internal Revenue Code of 1954, as the Board of Directors may select, and if more than one, in such shares and proportions as the Board of Directors may determine.

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