**Exhibit 3.5**

** **

**BYLAWS**

**OF**

**WILLAMETTE VALLEY VINEYARDS, INC.**

 

# **I**

#  

**OFFICES**

 

## **.1****                                      PrincipalOffice.**  The principal office ofthe corporation shall be located at 8800 Enchanted Way, S.E., Turner,Oregon 97392.  The corporation may havesuch other offices as the Board of Directors may designate or as the businessof the corporation may from time to time require.

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## **.2****                                      RegisteredOffice.**  The registered office ofthe corporation required by the Oregon Business Corporation Act to bemaintained in the State of Oregon may be, but need not be, identical with theprincipal office in the State of Oregon, and the address of the registeredoffice may be changed from time to time by the Board of Directors.

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# **II**

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**SHAREHOLDERS**

 

## **.1****                                      AnnualMeeting.**  The annual meeting ofthe shareholders shall be held on the third Sunday in the month of July ineach year beginning in 1989 at the hour of 1:00 p.m., unless a differentdate and time are fixed by the Board of Directors and stated in the notice ofthe meeting.  If the day fixed for theannual meeting is a legal holiday, the meeting shall be held on the nextsucceeding Sunday.  The failure to holdan annual meeting at the time stated herein shall not affect the validity ofany corporate action.

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## **.2****                                      SpecialMeetings.**  Special meetings ofthe shareholders may be called by the Chairman/CEO or by the Board of Directorsand shall be called by the Chairman/CEO (or in the event of absence,incapacity, or refusal of the Chairman/CEO, by the Board of Directors) at therequest of the holders of not less than one-tenth of all the outstanding sharesof the corporation entitled to vote at the meeting.  The requesting shareholders shall sign, date,and deliver to the Secretary a written demand describing the purpose orpurposes for holding the special meeting.

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## **.3****                                      Placeof Meetings.**  Meetings of theshareholders shall be held at the principal business office of the corporationor at such other place, within or without the State of Oregon, as may bedetermined by the Board of Directors.

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## **.4****                                      Noticeof Meetings.**  Written noticestating the date, time, and place of the meeting and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called shall bemailed to each shareholder entitled to vote at the meeting at the shareholder’saddress shown in the corporation’s

 

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## current record ofshareholders, with postage thereon prepaid, not less than 10 nor more than 60days before the date of the meeting.

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## **.5****                                      Waiverof Notice.**  A shareholder may atany time waive any notice required by law, the Articles of Incorporation, orthese Bylaws.  The waiver must be inwriting, be signed by the shareholder entitled to the notice, and be deliveredto the corporation for inclusion in the minutes for filing with the corporaterecords.  A shareholder’s attendance at ameeting waives objection to lack of notice or defective notice of the meeting,unless the shareholder at the beginning of the meeting objects to holding themeeting or transacting business at the meeting. The shareholder’s attendance also waives objection to consideration of aparticular matter at the meeting that is not within the purpose or purposesdescribed in the meeting notice, unless the shareholder objects to consideringthe matter when it is presented.

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## **.6****                                      RecordDate.**

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### (a)                                  Forthe purpose of determining shareholders entitled to notice of a shareholders’meeting, to demand a special meeting, or to vote or to take any other action,the Board of Directors of the corporation may fix a future date as the recorddate for any such determination of shareholders, such date in any case to benot more than 70 days before the meeting or action requiring a determination ofshareholders.  The record date shall bethe same for all voting groups.

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### (b)                                 Adetermination of shareholders entitled to notice of or to vote at ashareholders’ meeting is effective for any adjournment of the meeting unlessthe Board of Directors fixes a new record date, which it must do if the meetingis adjourned to a date more than 120 days after the date fixed for the originalmeeting.

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### (c)                                  Ifa court orders a meeting adjourned to a date more than 120 days after the datefixed for the original meeting, it may provide that the original record datecontinue in effect or it may fix a new record date.

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## **.7****                                      Shareholders’List for Meeting.**  After therecord date for a shareholders’ meeting is fixed by the Board of Directors, theSecretary of the corporation shall prepare an alphabetical list of the names ofall its shareholders entitled to notice of the shareholders’ meeting.  The list must be arranged by voting group andwithin each voting group by class or series of shares and show the address ofand number of shares held by each shareholder. The shareholders’ list must be available for inspection by anyshareholder, beginning two business days after notice of the meeting is givenfor which the list was prepared and continuing through the meeting, at thecorporation’s principal office or at a place identified in the meeting noticein the city where the meeting will be held. The corporation shall make the shareholders’ list available at themeeting, and any shareholder or the shareholder’s agent or attorney is entitledto inspect the list at any time during the meeting or any adjournment.  Refusal or failure to prepare or makeavailable the shareholders’ list does not affect the validity of action takenat the meeting.

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## **.8****                                      Quorum;Adjournment.**  Shares entitled tovote as a separate voting group may take action on a matter at a meeting onlyif a quorum of those shares exists with respect to that matter.  A majority of the votes entitled to be caston the matter by the voting group constitutes a quorum of that voting

 

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## group for action in thatmatter.  A majority of shares representedat the meeting, although less than a quorum, may adjourn the meeting from timeto time to a different time and place without further notice to any shareholderof any adjournment.  At such adjournedmeeting at which a quorum is present, any business may be transacted that mighthave been transacted at the meeting originally held.  Once a share is represented for any purposeat a meeting, it shall be deemed present for quorum purposes for the remainderof the meeting and for any adjournment of that meeting unless a new record dateis set for the adjourned meeting.

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## **.9****                                      VotingRequirements; Action Without Meeting.** Unless otherwise provided in the Articles of Incorporation, eachoutstanding share entitled to vote shall be entitled to one vote upon eachmatter submitted to a vote at a meeting of shareholders.  If a quorum exists, action on a matter, otherthan the election of directors, is approved if the votes cast by the sharesentitled to vote favoring the action exceed the votes cast opposing the action,unless a greater number of affirmative votes is required by law or the Articlesof Incorporation.  If a quorum exists,directors are elected by a plurality of the votes cast by the shares entitledto vote unless otherwise provided in the Articles of Incorporation; nocumulative voting for directors shall be permitted unless the Articles ofIncorporation so provide.  Actionrequired or permitted by law to be taken at a shareholders’ meeting may betaken without a meeting if the action is taken by all the shareholders entitledto vote on the action.  The action mustbe evidenced by one or more written consents describing the action taken,signed by all the shareholders entitled to vote on the action and delivered tothe corporation for inclusion in the minutes for filing with the corporaterecords.  Action taken under this sectionis effective when the last shareholder signs the consent, unless the consentspecifies an earlier or later effective date. If the law requires that notice of proposed action be given to nonvotingshareholders and the action is to be taken by unanimous consent of the votingshareholders, the corporation must give its nonvoting shareholders writtennotice of the proposed action at least 10 days before the action is taken.  The notice must contain or be accompanied bythe same material that, under the Oregon Business Corporation Act, would havebeen required to be sent to nonvoting shareholders in a notice of meeting atwhich the proposed action would have been submitted to the shareholders foraction.

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## **.10****                               Proxies.**

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### (a)                                  Ashareholder may vote shares in person or by proxy by signing an appointment,either personally or by the shareholder’s attorney-in-fact.  An appointment of a proxy shall be effectivewhen received by the Secretary or other officer of the corporation authorizedto tabulate votes.  An appointment isvalid for 11 months unless a longer period is provided in the appointment form.  An appointment is revocable by theshareholder unless the appointment form conspicuously states that it isirrevocable and the appointment is coupled with an interest that has not beenextinguished.

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### (b)                                 Thedeath or incapacity of a shareholder appointing a proxy shall not affect theright of the corporation to accept the proxy’s authority unless notice of thedeath or incapacity is received by the Secretary or other officer authorized totabulate votes before the proxy exercises the proxy’s authority under theappointment.

 

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## **.11****                               Corporation’sAcceptance of Votes.**

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### (a)                                  Ifthe name signed on a vote, consent, waiver, or proxy appointment corresponds tothe name of a shareholder, the corporation, if acting in good faith, isentitled to accept the vote, consent, waiver, or proxy appointment and give iteffect as the act of the shareholder.

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### (b)                                 Ifthe name signed on a vote, consent, waiver, or proxy appointment does notcorrespond to the name of a shareholder, the corporation, if acting in goodfaith, is nevertheless entitled to accept the vote, consent, waiver, or proxyappointment and give it effect as the act of the shareholder if:

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#### (i)The shareholder is an entity andthe name signed purports to be that of an officer or agent of the entity;

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#### (ii)The name signed purports to bethat of an administrator, executor, guardian, or conservator representing theshareholder and, if the corporation requests, evidence of fiduciary statusacceptable to the corporation has been presented with respect to the vote,consent, waiver, or proxy appointment;

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#### (iii)The name signed purports to bethat of a receiver or trustee in bankruptcy of the shareholder and, if thecorporation requests, evidence of this status acceptable to the corporation hasbeen presented with respect to the vote, consent, waiver, or proxy appointment;

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#### (iv)The name signed purports to bethat of a pledge, beneficial owner, or attorney-in-fact of the shareholder and,if the corporation requests, evidence acceptable to the corporation of thesignatory’s authority to sign for the shareholder has been presented withrespect to the vote, consent, waiver, or proxy appointment; or

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#### (v)Two or more persons are theshareholder as co-tenants or fiduciaries and the name signed purports to be thename of at least one of the co-owners and the person signing appears to beacting on behalf of all co-owners.

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### (c)                                  Thecorporation is entitled to reject a vote, consent, waiver, or proxy appointmentif the Secretary or other officer or agent authorized to tabulate votes, actingin good faith, has reasonable basis for doubt about the validity of thesignature on it or about the signatory’s authority to sign for the shareholder.

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### (d)                                 Theshares of a corporation are not entitled to vote if they are owned, directly orindirectly, by a second corporation, and the first corporation owns, directlyor indirectly, a majority of the shares entitled to vote for directors of thesecond corporation; provided, however, a corporation may vote any shares,including its own shares, held by it in a fiduciary capacity.

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### (e)                                  Thecorporation and its officer or agent who accepts or rejects a vote, consent,waiver, or proxy appointment in good faith and in accordance with the standardsof this provision are not liable in damages to the shareholder for theconsequences of the acceptance or rejection. Corporate action based on the acceptance or rejection of a vote,consent, waiver, or proxy appointment under this provision is valid unless acourt of competent jurisdiction determines otherwise.

 

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# **III**

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**BOARD OF DIRECTORS**

 

## **.1****                                      Duties.**  All corporate powers shall be exercised by orunder the authority of the Board of Directors and the business and affairs ofthe corporation shall be managed by or under the direction of the Board ofDirectors. In addition the principle duties will include:  (1) authorizing distributions; (2) approvingand proposing shareholder actions; (3) filling vacancies and approving allappointment of all President(s) and Vice-President(s); (4) authorizingor approving reacquisition of shares; (5) authorizing or approving salesof shares.  The Board of Directors shallrequire Management to::

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-Prepare and submit anannual budget for board review and approval

-Submit annually a longrange plan for board review and  approval

-Submit an annualassessment on performance of company relative to its budget and long range plan

-Submit for review andconsideration any actions that would significantly affect or alter brandstrategy or established trademarks

-Submit an annualassessment of legal and other risks, as well as, insurance coverages.

-Seek Board  approval to enter into any  indebtedness that exceeds $100,000 limit

-Informthe Board of any possibility of a potential or actual  deviation from debt convenants

-Manage personnelaccording to Board approved personnel policies which shall be in conformity with public policy whereapplicable.

 

The Board will conduct anannual self evaluation.  One of theobjectives of this self-evaluation will be to give clear direction to the Nominating committee in the discharge of itsperiodic recruiting duties for new members and assessment of current members.

 

## **.2****                                      Number,Election, and Qualification**.  Thenumber of directors of the corporation shall be at least two (2) and no morethan eleven (11). The shareholders or Board of Directors may fix or change fromtime to time the number of directors within such minimum and maximum number ofdirectors.  If the Articles ofIncorporation establish the number of directors, then, after shares are issued,only the shareholders may change the number of directors. The directors shallhold office until the next annual meeting of shareholder. Directors need not beresidents of the State of Oregon or shareholders of the corporation.  The number of directors may be increased ordecreased from time to time by amendment of the Bylaws, but no decrease shallhave the effect of shortening the term of any incumbent director.

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## **.3****                                      RegularMeetings.**  A regular meeting ofthe Board of Directors shall be held without other notice than this Section 3.3immediately after, and at the same place as, the annual meeting ofshareholders.  The Board of Directors mayprovide, by resolution, the time and place, either within or without the Stateof Oregon, for the holding of additional regular meetings without other noticethan the resolution.

 

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## **.4****                                      SpecialMeetings.**  Special meetings ofthe Board of Directors may be called by or at the request of the Chairman/CEO****or any director.  TheChairman/CEO may fix any place, either within or without the State of Oregon,as the place for holding any special meeting of the Board of Directors calledby them.

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## **.5****                                      Notice.**  Notice of the date, time, and place of anyspecial meeting of the Board of Directors shall-be given at least two daysprior to the meeting by any means provided by law.  If mailed, notice shall be deemed to be giventhree days after being deposited in the United States mail addressed to thedirector at the director’s business address, with postage thereon prepaid.  If by telegram, notice shall be deemed to begiven when the telegram is delivered to the telegraph company.  Notice by all other means shall be deemed tobe given when received by the director or a person at the director’s businessor residential address whom the person giving notice reasonably believes willdeliver or report the notice to the director within 24 hours.  The attendance of a director at a meetingshall constitute a waiver of notice of such meeting, except where a directorattends a meeting for the express purpose of objecting to the transaction ofany business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, northe purpose of, any regular or special meeting of the Board of Directors needbe specified in the notice or waiver of notice of such meeting.

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## **.6****                                      Waiverof Notice.**  A director may at anytime waive any notice required by law, the Articles of Incorporation, or theseBylaws.  Unless a director attends orparticipates in a meeting, a waiver must be in writing, must be signed by thedirector entitled to notice, must specify the meeting for which notice iswaived, and must be filed with the minutes or corporate records.

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## **.7****                                      Quorum.**  A majority of the number of directors fixedby Section 3.2 shall constitute a quorum for the transaction of businessat any meeting of the Board of Directors.

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## **.8****                                      Mannerof Acting.**

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### (a)                                  Theact of the majority of the directors present at a meeting at which a quorum ispresent shall be the act of the Board of Directors, unless a different numberis provided by law, the Articles of Incorporation, or these Bylaws.

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### (b)                                 Membersof the Board of Directors may hold a board meeting by conference telephone orsimilar communications equipment by means of which all persons participating inthe meeting can hear each other. Participation in such a meeting shall constitute presence in person atthe meeting.

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### (c)                                  Anyaction that is required or permitted to be taken by the directors at a meetingmay be taken without a meeting if a consent in writing setting forth the actionso taken shall be signed by all of the directors entitled to vote on thematter.  The action shall be effective onthe date when the last signature is placed on the consent or at such earlier orlater time as is set forth therein.  Suchconsent, which shall have the same effect as a unanimous vote of the directors,shall be filed with the minutes of the corporation.

 

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## **.9****                                      Vacancies.**  Any vacancy, including a vacancy resultingfrom an increase in the number of directors, occurring on the Board ofDirectors may be filled by the shareholders, the Board of Directors, or theaffirmative vote of a majority of the remaining directors if less than a quorumof the Board of Directors, or by a sole remaining director.  If the vacant office is filled by theshareholders and was held by a director elected by a voting group ofshareholders, then only the holders of shares of that voting group are entitledto vote to fill the vacancy.  Anydirectorship not so filled by the directors shall be filled by election at anannual meeting or at a special meeting of shareholders called for that purpose.  A director elected to fill a vacancy shall beelected to serve until the next annual meeting of shareholders and until asuccessor shall be elected and qualified. A vacancy that will occur at a specific later date, by reason of aresignation or otherwise, may be filled before the vacancy occurs, and the newdirector shall take office when the vacancy occurs.

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## **.10****                               Compensation.**  By resolution of the Board of Directors, thedirectors  will be paid their expenses,if any, of attendance at each meeting of the Board of Directors and may be paida fixed sum for attendance at each meeting of the Board of Directors or astated salary as director.  No suchpayment shall preclude any director from serving the corporation in any othercapacity and receiving compensation therefor. Each active director shall be granted 50 shares for each meetingattended and 1500 options on an annual basis for service performed, theseoptions and grants will be granted at year end at fair market value.   Said grants and options will  commence January 1. 1997.

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## **.11****                               Presumptionof Assent.**  A director of thecorporation who is present at a meeting of the Board of Directors or acommittee of the Board of Directors shall be presumed to have assented to theaction taken (a) unless the director’s dissent to the action is entered inthe minutes of the meeting, (b) unless a written dissent to the action isfiled with the person acting as the secretary of the meeting before theadjournment thereof or forwarded by certified or registered mail to theSecretary of the corporation immediately after the adjournment of the meetingor (c) unless the director objects at the meeting to the holding of themeeting or transacting business at the meeting. The right to dissent shall not apply to a director who voted in favor ofthe action.

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## **.12****                               DirectorConflict of Interest.**

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### (a)                                  Atransaction in which a director of the corporation has a direct or indirectinterest shall be valid notwithstanding the director’s interest in thetransaction if the material facts of the transaction and the director’s interestare disclosed or known to the Board of Directors or a committee thereof and itauthorizes, approves, or ratifies the transaction by a vote or consentsufficient for the purpose without counting the votes or consents of directorswith a direct or indirect interest in the transaction; or the material facts ofthe transaction and the director’s interest are disclosed or known toshareholders entitled to vote and they, voting as a single group, authorize,approve, or ratify the transaction by a majority vote; or the transaction isfair to the corporation.

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### (b)                                 Aconflict of interest transaction may be authorized, approved, or ratified if itreceives the affirmative vote of a majority of directors on the Board ofDirectors or a committee thereof who have no direct or indirect interest in thetransaction.  If a majority of suchdirectors vote to authorize, approve, or ratify the transaction, a quorum ispresent for the purpose of taking action.

 

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### (c)                                  Aconflict of interest transaction may be authorized, approved, or ratified by amajority vote of shareholders entitled to vote thereon.  Shares owned by or voted under the control ofa director or an entity controlled by a director who has a direct or indirectinterest in the transaction are entitled to vote with respect to a conflict ofinterest transaction.  A majority of theshares, whether or not present, that are entitled to be counted in a vote onthe transaction constitutes a quorum for the purpose of authorizing, approving,or ratifying the transactions.

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### (d)                                 Adirector has an indirect interest in a transaction if (i) another entityin which the director has a material financial interest or in which thedirector is a general partner is a party to the transaction or (ii) anotherentity of which the director is a director, officer, or trustee is a party tothe transaction and the transaction is or should be considered by the board ofdirectors of the corporation.

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## **.13****                               Removal.**  The shareholders may remove one or moredirectors with or without cause at a meeting called expressly for that purpose,unless the Articles of Incorporation provide for removal for cause only.  If a director is elected by a voting group ofshareholders, only those shareholders may participate in the vote to remove thedirector.

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## **.14****                               Resignation.**  Any director may resign by delivering writtennotice to the Board of Directors, its chairperson, or the corporation.  Such resignation shall be effective (a) onreceipt, (b) five days after its deposit in the United States mails, ifmailed postpaid and correctly addressed, or (c) on the date shown on thereturn receipt, if sent by registered or certified mail, return receiptrequested, and the receipt is signed by addressee, unless the notice specifiesa later effective date.  Once delivered,a notice of resignation is irrevocable unless revocation is permitted by theBoard of Directors.

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## **.15****                               AdvisoryCommittee.**  The Board ofDirectors may form an advisory committee consisting of such persons as the Boardof Directors may select.  The advisorycommittee shall convene at the request of the Board of Directors, consider suchmatters as the Board of Directors directs, and make recommendations concerningsuch matters to the Board of Directors as appropriate.  Members of the advisory committee shall serveat the pleasure of the Board of Directors and shall not have any of the rightsor obligations belonging to the members of the Board of Directors.  The Board of Directors shall be responsiblefor considering recommendations made by the advisory committee and takingwhatever action the Board deems appropriate, and shall not be bound to followany recommendation made by the advisory committee.

 

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# **IV**

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**EXECUTIVECOMMITTEE AND OTHER COMMITTEES**

 

## **.1****                                      Designationof Executive Committee.**  TheBoard of Directors shall designate two or more directors to constitute anexecutive committee.  The designation ofan executive committee, and the delegation of authority to it, shall notoperate to relieve the Board of Directors, or any member thereof, of anyresponsibility imposed by law.  No memberof the executive committee shall continue to be a member thereof after ceasingto be a director of the corporation.  TheBoard of Directors shall have the power at any time to increase or decrease thenumber of members of the executive committee, to fill vacancies thereon, tochange any member thereof, and to change the functions or terminate theexistence thereof.  The creation of theexecutive committee and the appointment of members to it shall be approved by amajority of the directors in office when the action is taken, unless a greaternumber is required by the Articles of Incorporation or these Bylaws.

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## **.2****                                      Powersof Executive Committee.**  Duringthe interval between meetings of the Board of Directors, and subject to suchlimitations as may be imposed by resolution of the Board of Directors, theexecutive committee may have and may exercise all the authority of the Board ofDirectors in the management of the corporation, provided that the committeeshall not have the authority of the Board of Directors with respect to thefollowing matters: authorizing distributions; approving or proposing to theshareholders actions that are required to be approved by the shareholders underthe Articles of Incorporation or these Bylaws or by law; filling vacancies onthe Board of Directors or any committee thereof; amending the Articles ofIncorporation; adopting, amending, or repealing bylaws; approving a plan ofmerger not requiring shareholder approval; authorizing or approving areacquisition of shares, except according to a formula or method prescribed bythe Board of Directors; authorizing or approving the issuance or sale orcontract for sale of shares or determining the designation and relative rights,preferences, and limitations of a class or series of shares except withinlimits specifically prescribed by the Board of Directors.  The duties of the Executive Committee shallbe (a) to review the monthly income statement, balance sheet,  operating reports, sales projections,wholesaler depletion reports, and production plans; (b) cooperativelydevelop with management, annual budgets and their periodic revisionparticularly as they relate to return on equity, return on assets and price toearnings ratios.  Management will seekthe advice, counsel, and approval of the Executive Committee regardingimplementation of the Company’s business plan, cash flow projections, capitalexpenditures, key personnel issues, and items affecting company image andmarketing presence (labels, brands, styles etc.) and product line. Considermanagement’s submission of expenditure or contract proposals not contained inthe annual approved budget or that exceed spending authority limits. TheCommittee will  review for approvalcapital expenditures exceeding $20,000 and annual purchases in excessive of$100,000.  In addition, the ExecutiveCommittee shall establish written job descriptions and general work plans forOfficers and will review their performance at least semi-annually.

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## The Chairman/CEO shall be the chair of the ExecutiveCommittee. The Executive Committee will report to the full Board of Directorsconcerning its activities at each meeting of the Board.

 

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## **.3**                                      **Procedures; Meetings, Quorum.**

 

(a)                                  Regularmeetings of the executive committee, of which no notice shall be necessary,shall be held on such days and at such places as shall be fixed by resolutionadopted by the executive committee. Special meetings of the executive committee shall be called at therequest any company officer or of any member of the executive committee, andshall be held upon such notice as is required by these Bylaws for specialmeetings of the Board of Directors.

 

(b)                                 Attendanceof any member of the executive committee at a meeting shall constitute a waiverof notice of the meeting.  A majority ofthe executive committee, from time to time, shall be necessary to constitute aquorum for the transaction of any business, and the act of a majority of themembers present at a meeting at which a quorum is present shall be the act ofthe executive committee.  Members of theexecutive committee may hold a meeting of such committee by conferencetelephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in suchmeeting shall constitute presence in person at the meeting.

 

(c)                                  Anyaction that is required or permitted to be taken at a meeting of the executivecommittee may be taken without a meeting if a consent in writing setting forththe action so taken shall be signed by all members of the executive committeeentitled to vote on the matter.  Theaction shall be effective on the date when the last signature is placed on theconsent or at such earlier or later time as is set forth therein.  Such consent, which shall have the sameeffect as a unanimous vote of the members of the executive committee, shall befiled with the minutes of the corporation.

 

(d)                                 TheBoard of Directors may approve a reasonable fee for the members of theexecutive committee as compensation for attendance at meetings of the executivecommittee.

 

## **.4**                                      **Other Committees and Officers**

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(a)                                  TheBoard of Directors shall designate two or more members (two of which must be adisinterested members) to constitute an Audit committee. The Audit committeewill recommend the annual employment of the company’s auditor and will reviewthe scope of audit and non audit assignments, related fees, accountingprinciples used by WVV in financial reporting, internal financial auditingprocedures and the adequacy of WVV’s internal control procedures. The boardshall designate the Executive Committee to function as the Compensation committee.The Compensation committee will determine officers salaries and bonuses andwill administer WVV’s stock option plan. From time to time, the Board shallform a Nominating Committee.  TheCommittee will include at least two members of the Board, any shareholderholding 5% (five) or more outstanding shares shall automatically be appointedto the Committee and may contain upto three additional members at least onefrom each of the following categories: management, shareholders, and thecommunity at large. The duties  of theNominating committee shall include recommending persons to fill any vacancies on the board and to recommend annually tothe Board of Directors candidates for the Board.  By the approval of a majority of thedirectors when the action is taken (unless a greater number is required by theArticles of Incorporation), the Board of Directors, by resolution,

 

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may create one or moreadditional committees, appoint directors to serve on them, and define theduties of such committee or committees. Each such committee shall have two or more members, who shall serve atthe pleasure of the Board of Directors. Such additional committee or committees shall not have the powersproscribed by Section 4.2.

 

# **V**

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**OFFICERS**

 

## **.1****                                      Number.**  The officers of the corporation shall be aChairman/CEO, a President/COO,  and aSecretary.  Such other officers andassistant officers as are deemed necessary or desirable may be appointed by theBoard of Directors and shall have such powers and duties prescribed by theBoard of Directors or the officer authorized by the Board of Directors toprescribe the duties of other officers. A duly appointed officer may appoint one or more officers or assistantofficers if such appointment is authorized by the Board of Directors.  Any two or more offices may be held by thesame person.

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## **.2****                                      Appointmentand Term of Office.**  The officersof the corporation shall be appointed annually by the Board of Directors at thefirst meeting of the Board of Directors held after the annual meeting of theshareholders.  If the officers shall notbe appointed at the meeting, a meeting shall be held as soon thereafter as isconvenient for such appointment of officers. Each officer shall hold office until a successor shall have been dulyappointed and shall have qualified or until the officer’s death, resignation,or removal.

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## **.3****                                      Qualification.**  An officer need not be a director,shareholder, or Oregon resident other than the Chairman.

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## **.4****                                      Resignationand Removal.**  An officer mayresign at any time by delivering notice to the corporation.  A resignation is effective on receipt unlessthe notice specifies a later effective date. If the corporation accepts a specified later effective date, the Boardof Directors may fill the pending vacancy before the effective date, but thesuccessor may not take office until the effective date.  Once delivered, a notice of resignation isirrevocable unless revocation is permitted by the Board of Directors.  Any officer appointed by the Board ofDirectors may be removed at any time with or without cause.  Appointment of an officer shall not of itselfcreate contract rights.  Removal orresignation of an officer shall not affect the contract rights, if any, of thecorporation or the officer.

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## **.5****                                      Vacancies.**  A vacancy in any office because of death,resignation, removal, disqualification, or otherwise may be filled by the Boardof Directors for the unexpired portion of the term.

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## **.6**                                      **Officers.**

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**(a)****                                  Chairman/CEO**shall be the Chief Executive Officer of the corporation and shall be in generalcharge of its business and affairs, subject to the control of the Board ofDirectors. The

 

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chairman/CEO shall reportto the Board of Directors. The Chairman will execute  on behalf of thecorporation all contracts, agreements, stock certificates, and otherinstruments. The Chairman/CEO shall preside over all Executive committeemeetings, Board of Directors meetings, and Stockholder meetings. TheChairman/CEO shall be responsible for strategic planning, development, Board ofDirectors communication and such other duties as designated by the Board.  The Chairman/CEO shall from time to time report to the Board of Directorsall matters within the Chairman/CEO’s knowledge affecting the corporation thatshould be brought to the attention of the Board of Directors.  The Chairman/CEO shall vote all shares ofstock in other corporations owned by the corporation and is empowered toexecute proxies, waivers of notice, consents, and other instruments in the nameof the corporation with respect to such stock. The Chairman/CEO shall perform other duties assigned by the Board ofDirectors.   In the event of theincapacity of the Chairman/CEO or his refusal to act,  the Board shall appoint an acting Chairman tofulfill Board duties, and the President with the approval of the Board willfulfill executive duties until the Chairman resumes duties or is replaced.

 

## **(b)****                                  President/COO**The President shall be the Chief Operating Officer of the corporation and shallbe in general charge of its daily business operations and affairs within the approved budget. ThePresident/COO shall report to the Executive Committee of the Board.

##  

## **(c)****                                  Secretary**The Secretary shall prepare the minutes of all meetings of thedirectors and shareholders, shall have custody of the minute books and otherrecords pertaining-to the corporate business, and shall be responsible forauthenticating the records of the corporation. The Secretary shall countersign all instruments requiring the seal ofthe corporation  and shall perform otherduties assigned by the Board of Directors.

##  

## **.7****                                      Salaries.**  The salaries of the officers shall be fixedfrom time to time by the Board of Directors, and no officer shall be preventedfrom receiving such salary because the officer is also a director of thecorporation.

##  

# **VI**

#  

**ISSUANCE OF SHARES**

 

## **.1****                                      Certificatesfor Shares.**

##  

### (a)                                  Certificatesrepresenting shares of the corporation shall be in a form determined by theBoard of Directors.  Such certificatesshall be signed, either manually or in facsimile, by two officers of thecorporation- the Chairman/CEO and the Secretary and may be sealed with the sealof the corporation or a facsimile thereof. All certificates for shares shall be consecutively numbered or otherwiseidentified.

###  

### (b)                                 Everycertificate for shares of stock that are subject to any restriction on transferpursuant to the Articles of Incorporation, the Bylaws, applicable securitieslaws, agreements among

 

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### or between shareholders, or any agreement to which thecorporation is a party shall have conspicuously noted on the face or back ofthe certificate either (i) the full text of the restriction or (ii) astatement of the existence of such restriction and that the corporation retainsa copy of the restriction.  Everycertificate issued when the corporation is authorized to issue more than oneclass or series of stock shall set forth on its face or back either (i) thefull text of the designations, relative rights, preferences, and limitations ofthe shares of each class and series authorized to be issued and the authorityof the Board of Directors to determine variations for future series or (ii) astatement of the existence of such designations, relative rights, preferences,and limitations and a statement that the corporation will furnish a copythereof to the holder of such certificate upon written request and withoutcharge.

###  

### (c)                                  Thename and mailing address of the person to whom the shares represented therebyare issued, with the number of shares and date of issue, shall be entered onthe stock transfer books of the corporation. Each shareholder shall have the duty to notify the corporation of his orher mailing address.  All certificatessurrendered to the corporation for transfer shall be canceled, and no newcertificate shall be issued until the former certificate for a like number ofshares shall have been surrendered and canceled, except that in case of a lost,destroyed, or mutilated certificate a new one may be issued therefor upon suchterms and indemnity to the corporation as the Board of Directors prescribes.

###  

## **.2****                                      Transferof Shares.**  A transfer of sharesof the corporation shall be made only on the stock transfer books of thecorporation by the holder of record thereof or by the holder’s legalrepresentative, who shall furnish proper evidence of authority to transfer, orby the holder’s attorney thereunto authorized by power of attorney dulyexecuted and filed with the Secretary of the corporation.  The person in whose name shares stand on thebooks of the corporation shall be deemed by the corporation to be the ownerthereof for all purposes.

##  

## **.3****                                      TransferAgent and Registrar.**  The Boardof Directors may from time to time appoint one or more transfer agents and oneor more registrars for the shares of the corporation, with such powers andduties as the Board of Directors determines by resolution.  The signatures of officers upon a certificatemay be facsimiles if the certificate is manually signed on behalf of a transferagent or by a registrar other than the corporation itself or an employee of thecorporation.

##  

## **.4****                                      OfficerCeasing to Act.**  If the personwho signed a share certificate, either manually or in facsimile, no longerholds office when the certificate is issued, the certificate is neverthelessvalid.

##  

# **VII**

#  

**CONTRACTS, LOANS, CHECKS, AND OTHER INSTRUMENTS**

 

## **.1****                                      Contracts.**  The Board of Directors may authorize anyofficer or officers and agent or agents to enter into any contract or executeand deliver any instrument in the name of and on behalf of the corporation, andsuch authority may be general or confined to specific instances.

 

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## **.2****                                      Loans.**  No loans shall be contracted on behalf of thecorporation and no evidence of indebtedness shall be issued in its name unlessauthorized by a resolution of the Board of Directors.  Such authority may be general or confined tospecific instances.

##  

## **.3****                                      Checks;Drafts.**  All checks, drafts, orother orders for the payment of money and notes or other evidences ofindebtedness issued in the name of the corporation shall be signed by suchofficer or officers and agent or agents of the corporation and in such manneras shall from time to time be determined by resolution of the Board ofDirectors.

##  

## **.4****                                      Deposits.**  All funds of the corporation not otherwiseemployed shall be deposited from time to time to the credit of the corporationin such banks, trust companies, or other depositories as the Board of Directorsmay select.

##  

# **VIII**

#  

**MISCELLANEOUS PROVISIONS**

 

## **.1****                                      Seal.**  The Board of Directors from time to time mayprovide for a seal of the corporation, which shall be circular in form andshall have inscribed thereon the name of the corporation and the state ofincorporation and the words “Corporate Seal.”

##  

## **.2****                                      Severability.**  Any determination that any provision of theseBylaws is for any reason inapplicable, invalid, illegal, or otherwiseineffective shall not affect or invalidate any other provision of these Bylaws.

##  

# **IX**

#  

**AMENDMENTS**

 

These Bylaws may bealtered, amended, or repealed and new bylaws may be adopted by the Board ofDirectors at any regular or special meeting, subject to repeal or change byaction of the shareholders of the corporation.

 

This revision of theCompany’s Bylaws was adopted unanimously by the Board of Directors,  June 16th, 1997.

 

 
|   | /s/ James L. Ellis          |
|--------|-----------------------------|
|   | James L. Ellis,  Secretary  |
|   |                        |
|   |                        |
|   | Date: July 29th,  1997 |

 

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