Exhibit
3(iii)

BYLAWS
OF
MINN-DAK FARMERS COOPERATIVE

We,
the undersigned, together constituting and being all of the members, directors
and incorporators of Minn-Dak Farmers Cooperative, a cooperative nonprofit
corporation, do hereby adopt the following code of bylaws as and for the bylaws
of said association.

ARTICLE IPURPOSE



The
purposes for which this association is formed are set forth in the Third
Article of the Articles of Incorporation of the Association.

ARTICLE II
CORPORATE SEAL

The
corporate seal shall consist of a circle, having within its circumference the
words, Minn-Dak Farmers Cooperative, August 30, 1972, North Dakota.

ARTICLE III
MEETINGS OF MEMBERS

Section
1. REGULAR MEETINGS. A regular annual meeting of the members shall be held at a
place to be designated by the Board of Directors within 75 miles of Wahpeton,
North Dakota, and Breckenridge, Minnesota, at a time and on a day to be
designated by the Board of Directors, within five months after the end of the
fiscal year, for the purpose of electing a board of directors and transacting
such other business as may come before the meeting.

Section
2. NOTICE OF REGULAR MEETINGS. Notice of each regular meeting of the members
shall be given. Such notice must state the time and place of the meeting, and
that the purposes thereof are the election of a board of directors and the
transaction of such other business as may come before the meeting, and a copy
thereof shall be mailed to each member of the association; such notices shall
be deposited in the post office at Wahpeton, North Dakota, with postage
prepaid, not less than ten nor more than 30 days prior to the time for holding
such meeting. (Amended and reenacted December 4, 1989.)

Section
3. SPECIAL MEETINGS. Except where otherwise prescribed by law or elsewhere in
these bylaws, a special meeting of the members may be called at any time by the
chairman, or by the board of directors, or by 20 percent of the members.
(Amended and reenacted December 4, 1989.)

Section
4. NOTICE OF SPECIAL MEETINGS. Notice of each special meeting of the members
shall be given. Such notice must state the time and place of the meeting, and
the business to be transacted at the meeting; a copy thereof shall be mailed to
each member of the association; such notice shall be deposited in the post
office at Wahpeton, North Dakota, with postage prepaid, at least five days
prior to the time for holding such meeting.

Section
5. QUORUM. Fifty members or 15 percent of the members, whichever is less, shall
constitute a quorum at any meeting but the members present at a duly organized
meeting may continue to do business until adjournment notwithstanding the
withdrawal of enough members to leave less than a quorum. If a meeting cannot
be organized because a quorum has not attended, those present may adjourn the
meeting to such time and place as they may determine.

1

---



ARTICLE IV
BOARD OF DIRECTORS

Section
1. NUMBER. The corporate powers, business and property of the association shall
be exercised, conducted and controlled by a board of directors of nine members.

Section
2. ELECTION, QUALIFICATION, AND TENURE. Three directors shall be elected
annually at the regular meeting of the membership of the association, with the
rotations of Districts 4, 5 and 7 - starting in 1993; Districts 1, 6 and 8 -
starting in 1994; and Districts 2, 3 and 9 - starting in 1995. No person shall
be eligible to become or remain a director of, or to hold any other position of
trust in, the cooperative who is not at least 18 years of age or is in any way
employed by or financially interested in a competing enterprise. No director
shall serve more than five consecutive three-year terms. One director shall be
elected from the members in each of the nine districts. The election of
directors shall be by membership of the district. Directors shall be elected by
secret ballot. No director shall be elected from a district without receiving a
majority of the votes cast in that district. In the event no candidate receives
a majority of the votes cast on the first ballot, runoff ballots will be
conducted with the candidate receiving the fewest number of votes being dropped
from the balloting. Successive runoff ballots will be conducted until one
candidate receives a majority of the votes cast at which time the candidate
will be declared elected. For the purpose of this section, a majority shall be
defined as a simple majority. District No. 1 shall consist of the following:
The area served by the Tyler Piler; District No. 2 shall consist of the
following: All the area in Richland County served by the Factory Piler;
District No. 3 shall consist of the following: The area served by the Gorder
Piler; District No. 4 shall consist of the following: All the area in Wilkin
County served by the Factory Piler; District No. 5 shall consist of the
following: The area served by the Hawes Piler; District No. 6 shall consist of
the following: The area served by the Yaggie Piler; District No. 7 shall
consist of the following: The area served by the Lehman Piler; District No. 8
shall consist of the following: The area served by the Lyngaas Piler; District
No. 9 shall consist of the following: The area served by the Peet Piler. No
member shall be eligible to become or remain a director who is not a grower of
the district from which he is elected, and meets the qualifications of
membership under these Bylaws of the Cooperative. Upon establishment of the
fact that a nominee for director lacks eligibility under this section or as may
be provided elsewhere in these bylaws, it shall be the duty of the chairman
presiding at the meeting at which such nominee would otherwise be voted upon to
disqualify such nominee. Upon the establishment of the fact that any person
being considered for or already holding, a directorship or other position of
trust in the cooperative lacks eligibility under this section, it shall be the
duty of the board of directors to withhold such position from such person, or
to cause him to be removed therefrom, as the case may be. Nothing in this
section shall, or shall be construed to affect in any manner, whatsoever, the
validity of any action taken at any meeting of the board of directors. (Amended
and reenacted December 7, 1993.)

Section
3. VACANCIES. Vacancies in the board of directors shall be filled by the other
directors in office; and such persons shall hold office until the election of
their successor by the members.

Any
director who ceases to be a member or who violates any contract with this
association in any particular, shall cease to be a member of the board as soon
as majority of the board pass a resolution to such effect. The vacancy caused
thereby shall be filled by the directors.

Any
member may bring charges against an officer or director by filing them in
writing with the secretary of the association, together with a petition signed
by ten percent of the members, request the removal of the officer or director
in question. The removal shall be voted upon at the next regular or special
meeting of the association, and, by a vote of a majority of the members, the
association may remove the officer or director and fill the vacancy. The
director or officer against whom such charges have been brought, shall be
informed in writing of the charges previous to the meeting and shall have an
opportunity at the meeting to be heard in person or by counsel and to present
witnesses; and the person or persons bringing the charges against him shall
have the same opportunity.

Section
4. FIRST MEETING OF DIRECTORS. Within 24 hours after each election of
directors, the newly elected directors shall hold a special, reorganizational
meeting to elect a chairman, a vice chairman, a
secretary and a treasurer, and any or all other officers, agents or employees
of the association. (Amended and reenacted December 10, 1991.)

2

---



Section
5. REGULAR MEETINGS. In addition to the special meetings mentioned, a regular
meeting of the board of directors shall be held at the offices of the
association or at such time and place as the board may direct, but at least
once a month.

Section
6. SPECIAL MEETINGS. A special meeting of the board of directors shall be held
whenever called by the chairman or by a majority of the directors. Any and all
business may be transacted at a special meeting. Each call for a special
meeting shall be in writing, and shall state the time and place of such
meeting.

Section
7. NOTICE OF REGULAR OR SPECIAL MEETINGS. Notice of regular or special meetings
of the directors shall be mailed to each director at least three days prior to
the time set for the meeting. Provided, however, that one day, but not less
than 24 hours notice shall be sufficient if notice is given by telephone or in
person to the directors.

Section
8. QUORUM. Seven directors shall constitute a quorum of the board at all
meetings and the affirmative vote of at least a majority of the directors
present and voting shall be necessary to pass any resolution or authorize any
corporate act.

Section
9. COMPENSATION. Directors shall receive no stated salary for their services as
directors, but shall receive such sum per meeting as is determined by the board
to be reasonable compensation based on the type and length of meeting attended.
Any sum so determined to apply to an upcoming year may be reviewed by the
membership of the cooperative at an annual meeting of the members upon proper
motion. A director shall be allowed reasonable expenses while engaged in the
business of the cooperative, to be audited, allowed, and paid as other claims
against the cooperative. (Amended and reenacted December 10, 1991.)

Section
10. ELECTRONIC COMMUNICATIONS. A meeting of the board of directors may be
conducted by:


| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a.) | A conference
 among directors using any means of communication through which the directors
 may simultaneously hear each other during the conference constitutes a
 meeting of the board of directors, if the same notice is given of the
 conference as would be required by Article IV, Section 7 for a meeting, and
 if the number of directors participating in the conference would be
 sufficient to constitute a quorum at a meeting. Participation in meeting by
 that means constitutes presence in person at the meeting; or
| | (b.) | Any means of
 communication through which the director, other directors so participating,
 and all directors physically present at the meeting may simultaneously hear
 each other during the meeting. Participation in a meeting by that means
 constitutes presence in person at the meeting. (Enacted December 5, 1995.)                                                                                                                                                                                                           

ARTICLE V
POWERS OF DIRECTORS

The
directors shall have the power:


| |    |                                                                                                                                                                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | To call a
 special meeting of the members when they deem it necessary; and they shall
 call a meeting at any time upon the written request of one-fifth (1/5) of the
 members. (Amended and reenacted December 4, 1989.)                                                                                                                              
| | 2. | To appoint
 and remove, at pleasure, all officers, agents and employees of the
 association, prescribe their duties, fix their compensation and require from
 them, if advisable, security for faithful service.                                                                                                                                      
| | 3. | To select
 one or more banks to act as depository of the funds of the association and
 determine the manner of receiving, depositing and disbursing the funds and
 the form of checks and the person or persons by whom shall be signed, with
 power to change such banks and the person or persons signing said checks and
 the form thereof at will.

3

---



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4. | To conduct,
 manage and control the affairs and business of the association and to make
 rules and regulations for the guidance of the officers and management of its
 affairs.                                                                                                                                                                                                                                        
| | 5. | To make and
 enter into agreements with processors, brokers, or others for the sale or
 consignment of sugar or other products grown by members of the association;
 to make and enter into agreements with any processors, brokers, or others for
 the packaging of sugar or other products grown by the members of the
 association for the sale of sugar or other products grown by the members of
 the association.
| | 6. | To carry out
 the crop contracts of the association and members in every way advantageous
 to the association, representing the members collectively.                                                                                                                                                                                                                                                                  
| | 7. | To settle,
 in the name of its members, any claims for damages which may occur to the products
 in transit.                                                                                                                                                                                                                                                                                                            

ARTICLE VIDUTIES OF DIRECTORS

| |                                                  |                                                                                                                                                                                                                                
| | ------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | It shall be
 the duty of the board of directors:
| | 1.                                               | To keep a
 complete record of all its acts and of the proceedings of its meetings, and
 to present a full statement at the regular meetings of the members, showing
 in detail the condition of the affairs of the association.
| | 2.                                               | To supervise
 all officers, agents and employees, and see that their duties are properly
 performed, and to cause to be issued appropriate certificates of membership.                                                         
| | 3.                                               | To install
 such a system of bookkeeping and auditing that each member may know and be
 advised from time to time fully concerning the receipts and disbursements of
 the association.                                         

4

---



ARTICLE VII
OFFICERS

The
officers of the association shall be a chairman, vice chairman, secretary and
treasurer who shall be elected from the board of directors, together with a
president, one or more vice presidents, and any other administrative officers
who need not be directors or stockholders, which the board of directors may see
fit in its discretion to provide for by resolution entered upon its minutes.

ARTICLE VIII
THE CHAIRMAN

If
at any time the chairman shall be unable to act, the vice chairman shall take
his place and perform his duties; and if the vice chairman shall be unable to
act, the board shall appoint a director to do so. The chairman or such vice
chairman or director:


|                      |                                         |                                                                                                                                                                                                                                                                                     
|--------------------- | --------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      | 1.                                      | Shall
 preside over all meetings of the members and directors.                                                                                                                                                                                                                      
|                      | 2.                                      | Shall sign,
 as chairman, all certificates of membership, and all contracts and
 instruments which have been first approved by the board of directors, unless
 the signature of another officer or management representative is authorized
 by the board.                           
|                      | 3.                                      | Shall call
 the directors together whenever he deems it necessary, and shall have,
 subject to the advice of the directors, direction of the affairs of the
 association and generally shall discharge such other duties as may be
 required of him by these bylaws or by the board.
|                      |                                         |                                                                                                                                                                                                                                                                                     
|ARTICLE IX
 SECRETARY
|                      |                                         |                                                                                                                                                                                                                                                                                     
|                      | It shall be
 the duty of the secretary:
|                      | 1.                                      | To keep
 record of the proceedings of the meetings of the board of directors and of
 the members.                                                                                                                                                                                   
|                      | 2.                                      | To keep the
 corporate seal and the book of blank membership certificates and countersign
 all certificates issued and affix said corporate seal to all papers requiring
 a seal.                                                                                                   
|                      | 3.                                      | To keep a
 proper membership book, showing the name of each member of the association,
 the number of his membership certificate, the date of issuance, surrender, cancellation,
 forfeiture or transfer.                                                                           
|                      | 4.                                      | To execute
 and sign contract, notes, papers and documents.                                                                                                                                                                                                                         
|                      | 5.                                      | To discharge
 such other duties as pertain to his office or may be prescribed by the board
 of directors.                                                                                                                                                                           
|                      |                                         |                                                                                                                                                                                                                                                                                     
|ARTICLE X
 TREASURER 
|                      |                                         |                                                                                                                                                                                                                                                                                     
|                      | It shall be
 the duty of the treasurer:
|                      | 1.                                      | To receive
 and deposit all funds of the association, to be paid out only on checks drawn
 as herein before provided, and account for all receipts, disbursements and
 balance on hand.                                                                                             
|                      | 2.                                      | To furnish a
 bond in such form and in such amount as to the board of directors may from
 time to time require.                                                                                                                                                                     
|                      | 3.                                      | To discharge
 such other duties as pertain to his office or may be prescribed by the board
 of directors.                                                                                                                                                                           

5

---



ARTICLE XI
EXECUTIVE OR ADVISORY COMMITTEE

The
board of directors may appoint an executive or advisory committee from among
its members, determine the number of its members and tenure of office and its
powers and duties. The chairman and vice chairman shall be members of such
executive or advisory committee.

ARTICLE XII
AUDITING COMMITTEE

The
board of directors may appoint an auditing committee from among its members,
determine the number of its members and its tenure of office. The board may
prescribe rules and regulations with reference to the manner and form in which
claims shall be presented against the association and the manner of auditing
the same, and in lieu of such action by the board, the auditing committee may
prescribe rules and regulations with reference to its meetings and procedure.

ARTICLE XIII
BOOKS AND PAPERS

The
books and such papers as may be placed on file by vote of the members or
directors shall at all times in business hours be subject to the inspection of
the board and of any member of the association, or his representative, duly
authorized in writing.

The
board of directors shall cause to be sent to all the members of this
association, not later than 120 days after the close of the fiscal or calendar
year, an annual report of the operations of the association. Such annual report
shall include a balance sheet as of the closing date. Such financial statement
shall be prepared in a form sanctioned by sound accounting practices and
approved by a duly certified public accountant.

ARTICLE XIV
PROXIES

THIS
ARTICLE HAS BEEN REPEALED.

ARTICLE XV
BORROWING MONEY

The
association shall have the power to borrow money in such amounts and upon such
terms and conditions as may from time to time seem to the board of directors
advisable or necessary, by a two-thirds (2/3) vote of all the directors.

ARTICLE XVI
STOCK CERTIFICATES

Section
1. COMMON STOCK. Each certificate of common stock shall have the following
statement printed on its face: The common stock of the association may be purchased,
owned, and/or held only by producers who shall patronize the association in
accordance with uniform terms and conditions prescribed thereby and only such
persons shall be regarded as eligible members of the association. In the event
the board of directors shall find following a hearing that any of the common
stock has come into the hands of any person who is not an eligible member, or
that the holder thereof has ceased to be an eligible member, or shall have
failed to patronize this cooperative for a period of 12 consecutive calendar
months, or shall have intentionally or repeatedly violated any bylaws or shall
have

6

---



breached any
contract between him and this cooperative, or shall have willfully obstructed
any purpose or proper activity of this cooperative, then in any such event, the
board of directors shall in its discretion recall all common stock owned by
such member, and the cooperative shall refund to him the par value or book
value of such stock, whichever is lesser, and such refund shall be made in
cash. Each eligible holder of common stock shall be entitled to only one vote
in any meeting of the stockholders, regardless of the number of shares of stock
owned by him. This association shall have a lien on all of its issued common
stock for all indebtedness of the holders thereof to the association. Such
stock is also subject to all the other terms and conditions now or hereafter
contained in the articles of incorporation or bylaws of this association.

Section
2. PREFERRED STOCK. Each certificate of preferred stock of this association
shall have the following statement printed on its face:

The
preferred stock of this association shall carry no voting rights and may be
transferred only on the books of the association; and may be redeemed in whole
or in part on a pro rata basis at par at any time on 30 days notice by the
association, provided said stock is redeemed in the same order as originally
issued by years, and on failure to deliver the certificate or certificates evidencing
any such stock the association may cancel the same on its books. Stock which
has been redeemed may, in the discretion of the board of directors, be reissued
or retired. All such preferred stock so redeemed shall be paid for in cash at
the par value thereof. This association shall have a lien on all of its issued
preferred stock for all indebtedness of the holders thereof to the association.
Upon dissolution or distribution of the assets of the association, the holders
of all preferred stock shall be entitled to receive the par value of their
stock, before any distribution is made on the common stock.

In
the event that the board of directors of the association shall find, following
a hearing, that any of the preferred stock of this association has come into
the hands of any person who is not eligible for membership, or that the holder
thereof has ceased to be an eligible member, or that such holder has not, for a
period of one year, marketed through the association the products covered by a
marketing agreement or agreements with it, or has not otherwise patronized the
association, such holder shall have no rights or privileges on account of such
stock, or voice in the management or affairs of the association other than the
right to participate in accordance with law in case of dissolution. The
association shall have the right, at its option, (a) to purchase such stock at
its book or par value, whichever is less, as determined by the board of
directors of the association; or (b) to require the transfer of any such stock
at such book or par value, to any person eligible to hold it.

Section
3. VOTING RIGHTS. Each eligible holder of common stock who is other than a
natural person, shall designate a representative to cast its member vote in the
affairs of the cooperative. No individual shall be eligible to cast more than
one member vote at any member meeting of the cooperative, whether acting in his
individual membership capacity, in a fiduciary capacity for another
shareholder, or as a representative of a member other than a natural person.

ARTICLE XVII
MEMBERS

QUALIFICATIONS.
Membership in this association shall be limited to producers (a) who reside
within 30 miles of a Minn-Dak Farmers Cooperative piler; (b) who patronize the
association in accordance with uniform terms and conditions prescribed by it,
and (c) who have been approved by the board of directors. Member-Producer
shall mean and include persons (natural or corporate) actively engaged in the
production of sugarbeets, or other agricultural products, within 30 miles of a
Minn-Dak Farmers Cooperative piler including tenants of land used for the
production of any such products. It shall also mean owners of such land within
30 miles of a Minn-Dak Farmers Cooperative piler who receive as rent therefor
part of any such products of such land, and cooperative associations (corporate
or otherwise) of such member-producers.

7

---



ARTICLE XVIII

AMENDMENTS
TO BYLAWS. The bylaws of the cooperative may be altered, amended, rescinded or
added to by the vote of majority of the members present at a special meeting
convened for such purpose or at a regular meeting, but the notice of the
special or regular meeting must set forth fully and clearly the proposed
alteration, amendment, rescission or addition.

ARTICLE XIX
LOSSES

To
the extent that there is a loss resulting from the business operations of the
cooperative in any one year, the cooperative shall act in such a manner as to
first recoup the loss from those patrons who were patrons in the year in which
the loss occurred. This section shall not be administered in such a way as to
preclude the Association from availing itself of the right to carry back or
carry forward net operating losses to past or future years.

ARTICLE XX
DIVISION OF PROFITS

That
the proceeds of sales, less necessary expenses, shall be allocated or
distributed to the patron members on the basis of either the quantity or value
of the products furnished by them. The cooperative shall allocate or distribute
its profits from marketing and purchasing among its patron members on the basis
of either the quantity or the value of the products furnished or purchased by
them.

ARTICLE XXI
PATRONAGE DISTRIBUTIONS

Section
1. NET INCOME. The net income of this corporation determined in accordance with
generally accepted accounting principals consistently applied, shall be
distributed annually on the basis of dollar value of patronage, in cash or in
the form of credits in a patronage credit account set up on the books of the
corporation. Distribution of patronage shall be made as soon as practicable
after the close of each fiscal year and written notice thereof shall be sent to
each shareholder showing the total amount of distribution made to him and the
manner of such distribution setting forth the amount distributed in cash and in
credits.

Section
2. CASH AND PATRONAGE DISTRIBUTION. The corporation may distribute to its
shareholders, in cash, a percentage of the patronage dividends to which each
individual shareholder is entitled. Such percentage to be determined by action
of the board of directors. The board of directors shall have the power to
determine whether a patronage credit will be qualified written notice of
allocation or a non-qualified written notice of allocation.

Section
3. CONSENT BYLAW. Each shareholder of this corporation shall, by the act of
continuing as a shareholder, and by that act alone, consent that the amount of
any distribution with respect to the patronage of this corporation which are
made in written notices of allocations (as defined in 26 U.S.C. 1388, Internal
Revenue Code) and which are received by him from the corporation, will be taken
into account by him at the stated dollar amount in the manner provided in 26
U.S.C. 1385 in the taxable year in which such written notices of allocation are
received by him.

Section
4. RETIREMENT OF PATRONAGE CREDITS. Whenever in the discretion of the board of
directors, the capital represented by patronage credits is found to be in
excess of the amount needed for the operation of the business, such excess may
be distributed in cash; and when paid in cash, it shall be the policy to pay
the oldest outstanding patronage credits first. At the discretion of the board
of directors, a shareholders credits may be paid in cash in other than the
regular order when such credits are carried on the books of the corporation in
the name of a deceased person, or when earlier payments of individual amounts
will facilitate the corporations records, aims, purposes and good will.
Patronage credits shall be redeemed only when such redemption is not in
violation of any loan agreements entered into by the corporation.

Section
5. TRANSFER OF CREDITS. Patronage credits shall not be transferred except with
the approval and consent of the board of directors.

8

---



ARTICLE XXII
UNIT RETAINS

Section
1. UNIT RETAIN. The corporation may require investment in its capital in
addition to the investments from retained patronage. These investments shall be
direct capital investments from a retain on a per unit basis of the products
purchased from its common shareholders. The unit retention, if required, shall
be made on all products delivered, in the same amount per unit and shall at no
time become a part of net income available for patronage. Each shareholder, by
continuing to be such, agrees that he will invest in capital of this
corporation as prescribed in this article. Such investments shall be accounted
for separately in a unit retention account set up on the books of the
corporation.

Section
2. INCOME TAX TREATMENT. The board of directors shall have the power to
determine whether such unit retain shall be a qualified per unit retain or a
non-qualified per unit retain. In the event that the board of directors
determine that such unit retains are to be a qualified per unit retain, such
shareholder of this corporation by the act of continuing as a shareholder and
by that act alone agrees that the amount of any unit retain charged him as
provided in this article will be taken into account by him at its stated dollar
amount in the manner provided in 27 U.S.C. 1385 and will be reported by him in
his income tax returns for the taxable year in which written notice of such
retention is received by him. The purpose of this consent bylaws is to make
such unit retain a qualified per unit retain within the meaning of the United
States Internal Revenue Code.

Section
3. RETIREMENT OF UNIT RETENTION CAPITAL. Whenever in the discretion of the
board of directors the capital represented by the unit retention capital
investment is found to be in excess of the amount needed for the operation of
the business and the service of its debts, then it shall distribute such excess
in cash, and when paid in cash it shall be the policy to pay the oldest
outstanding unit retention capital investment first. At the discretion of the
board of directors, unit retention capital investment may be paid in cash in
other than the regular order when such credits are carried on the books of the
corporation in the name of a deceased person, or when earlier payment of other
individual amounts will facilitate the corporations records, aims, purposes
and good will. Unit retention capital investments shall be redeemed only when
such redemption is not in violation of any loan agreements entered into by the
corporation.

Section
4. TRANSFER OF RETENTION CAPITAL. Unit retention capital investments shall not
be transferred except with the approval and consent of the board of directors.

Section
5. UNIT RETAINS PAID IN MONEY. The corporation shall pay a price per pound of
extractable sugar and bonus sugar to the shareholder for beets delivered and
accepted by the corporation in the form of a unit retain paid in money,
previously referred to as the Grower Payment. This unit retain paid in money
shall be paid to a patron with respect to products marketed for him, the amount
of which is fixed without reference to the net earnings of the organization
pursuant to an agreement between the organization and the shareholder.

ARTICLE XXIII
NON-PATRONAGE INCOME

All
amounts received by the corporation from non-patronage sources, in excess of
costs and expenses related to such non-patronage sources or net income derived
from business done by persons who are not common shareholders, net of taxes
thereon, shall become property of the corporation.

9

---



ARTICLE XXIV
INDEMNIFICATION OF DIRECTOR OR OFFICER

Section
1. INDEMNIFICATION OF DIRECTOR OR OFFICER. The corporation shall indemnify
every Director or Officer, their heirs, executors and administrators, against
expenses reasonably incurred by him or her in connection with any action, suit
or proceedings to which he or she may be made a party by reason of his or her
being or having been a Director or Officer of the corporation, indemnification
shall be provided only in connection with such matters covered by the
settlement as to which the corporation is advised by council that the person to
be indemnified did not commit such a breach of duty.

ARTICLE XXV
TRANSFER OR SALE OF MEMBER EQUITY OR STOCK

Section
1. From and after December 8, 1987 the board of directors shall at the option
of the member permit the sale of a members stock in the cooperative without
the transfer of the members accumulated patronage credits and unit retention
capital. It is the declared policy of the cooperative that after such a sale
the purchaser must assume any and all obligations of the seller to the
cooperative in relation to the stock purchased.

ARTICLE XXVI
SUGAR BEET SEED

All
sugar beet seed to be planted by the Growers must be purchased by the Growers
from the Cooperative.

10

---