**Exhibit 3.4**

 

**ARTICLES OF AMENDMENT**

**OF**

**WILLAMETTE VALLEY VINEYARDS, INC.**

** **

Registry No. 108800-86

 

1.               The name of thecorporation prior to amendment is Willamette Valley Vineyards, Inc.

 

2.               ARTICLE IIshall be amended to read:

 

A.           Authorized Shares. Theaggregate number of shares which the Corporation shall have the authority toissue is 20,000,000, of which 10,000,000 shall be designated Common Stock and10,000,000 shall be designated Series A Preferred Stock.

 

B.             Preferred Stock. TheBoard of Directors is authorized, subject to limitations prescribed by theOregon Business Corporation Act, as amended from time to time (the “Act”), andby the provisions of this Article, and with the approval of a majority of theoutside directors, to provide for the issurance of shared of Preferred Stock inseries, to establish from time to time the number of shares to be included ineach series and to determine the designations, relative rights, preferences andlimitations of the shares of each series. The authority of the Board ofDirectors with respect to each series includes determination of the following:

 

1.     Thenumber of shares in and the distinguishing designation of that series;

 

2.     Whethershares of that series shall have full, special, conditional, limited or no votingrights, except to the extent otherwise provided by the Act;

 

3.     Whethershares of that series shall be convertible and the terms and conditions of theconversion, including provision for adjustment of the conversion rate incircumstances determined by the Board of Directors;

 

4.     Whethershares of that series shall be redeemable and the terms and conditions ofredemption, including the date or dates upon or after which they shall beredeemable and the amount per share payable in case of redemption, which amountmay vary under different conditions or at different redemption dates;

 

5.     Thedivided rate, if any, on shares of that series, the manner of calculating anydividends and the preference of any dividends;

 

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6.     Therights of shares of that series in the event of voluntary or involuntary dissolutionof the Corporation and the rights of priority of that series relative to theCommon Stock and any other series of Preferred Stock on the distribution ofassets on dissolution; and

 

7.     Anyother rights, preferences and limitations of that series that are permitted bylaw to vary.

 

3.     The amendment was adopted on May 28,2000.

 

4.     Check the Appropriate Statement

 

x   Shareholder action was required to adopt theamendment. The shareholder vote was as follows:

 
| **Class or   Series of   Shares** | ** ** | **Number of  Shares  Outstanding** | ** ** | **Number of  Votes  Entitled to  be Cast** | ** ** | **Number of  Votes Cast  For** | ** ** | **Number of  Votes Cast  Against** | ** ** | **Number of  Votes  Abstaining** | ** ** |
|-------------------------------------------------------|------------|-----------------------------------------|------------|-----------------------------------------------------------|------------|------------------------------------------|------------|----------------------------------------------|------------|---------------------------------------|------------|
| Common                                                |       | 4,253,431                               |       | 2,672,874                                                 |       | 1,389,606                                |       | 180,843                                      |       | 141,202                               |       |

 

o    Shareholder action was not required to adoptthe amendment(s). The amendment(s) was adopted by the board of directorswithout shareholder action.

 

o    The corporation has not issued any shares ofstock. Shareholder action was not required to adopt the amendment(s). Theamendment(s) was adopted by the incorporators or by the board ofdirectors.

 

 
|   | /s/ Jim Ellis        |
|--------|----------------------|
|   | Jim Ellis, Secretary |

 

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