# EXHIBIT 3.2

# BYLAWS

# OF

# CENEX HARVEST STATES COOPERATIVES

# (Effective December 7, 2002)

# ARTICLE I.Membership

Section 1 
Qualifications. Producers of agricultural products and associations
of producers of agricultural products who are eligible under Article IV, Section
2 of the Articles of Incorporation of this cooperative and who patronize this
cooperative under conditions established by the Board of Directors of this
cooperative or as elsewhere provided in these Bylaws may, upon approval or
pursuant to the authorization of the Board of Directors, become members of this
cooperative. Each transaction between this cooperative and each member shall be
subject to and shall include as a part of its terms each provision of the
Articles of Incorporation of this cooperative and these Bylaws, whether or not
the same be expressly referred to in said transaction.

Section 2  Classes of
Members. In accordance with the Articles of Incorporation, there shall
be three classes of members of this cooperative, which are hereby designated as
the Cooperative Association class, Individual Member
class and the Defined Member class. Membership in a particular class
of members shall be determined as follows:

(a) Cooperative Association Members. All members which are cooperative associations shall
belong to and be part of the Cooperative Association class of members and shall become known and be designated as
Cooperative Association Members.

(b) Individual Members. All members who are individuals shall belong to and be part of
the Individual Member class of members, and shall become known and be designated as Individual Members; and

(c) Defined Members. All members who are holders of Equity Participation Units (as
described in the Articles of Incorporation of this cooperative) shall belong to and be part of the Defined Member
class of members, and shall become known and be designated as Defined Members.

Section 3  Defined Members and Defined Business Units.

(a) Defined Business
Units. Each Defined Member holding Equity Participation Units in a
Defined Business Unit (as such unit is established in the Articles of
Incorporation) shall be eligible to receive patronage distributions from the
Defined Business Unit as a separate allocation unit.

(b) Delivery Rights and
Obligations. The delivery rights and obligations of each Defined Member
shall be as specified in the member marketing agreement between such Defined
Member and this cooperative. Each such member marketing agreement shall at all
times be subject to modification by this cooperative upon written notice to the
Defined Member in question, provided that such modification is first approved by
Defined Members holding a majority of the voting power of the Defined Business
Unit in question who are present and voting at a meeting of Defined Members
holding Equity Participation Units in such Defined Business Unit, where the
notice of such meeting contains a statement of the proposed modification.

(c) Defined Member
Boards. Each Defined Business Unit shall be represented by a Defined
Member Board. The initial members of each Defined Member Board shall be selected
by the Board of Directors of this cooperative. Subsequently, the members of the
Defined Business Unit in question shall be entitled to elect, on a one Defined
Member/one vote basis, the members of the Defined Member Board. Each Defined
Member Board shall be made up of at least five (5) but not more than ten (10)
individuals. Each member of a Defined Member Board must be (i) either a Defined
Member or a representative of a Defined Member, and (ii) in good standing as a
Defined Member and in full compliance with delivery obligations in and to such
members Defined Business Unit; provided, however, that no employee of this
cooperative may serve as a member of any Defined Member Board. Each Defined
Member Board shall be headed by a Chairperson selected by and from the Board of
Directors of this cooperative. Each Defined Member Board shall meet at least
quarterly (one of which meetings may be its annual meeting), and shall be
charged with reflecting Defined Member concerns and providing a direct
communication mechanism to the Board of Directors of this cooperative.
Individuals serving on a Defined Member Board shall serve for staggered terms of
three (3) years and until their successors are elected and have qualified.

Section 4  Termination
of Membership. If the Board of Directors determines that a member has
become ineligible for membership in this cooperative, such member shall have no
rights or privileges on account of such membership in the management of the
affairs of this cooperative, and the membership of such member may be terminated
by the Board of Directors. Membership may, at the discretion of the Board of
Directors, be terminated whenever the Board of Directors by resolution finds
that a member has:

(a) intentionally or repeatedly violated any provision of the Articles of Incorporation, Bylaws or Board policies of this cooperative; or

(b) failed to patronize this cooperative for a period of twelve (12) consecutive months; or

(c) breached any contract with this cooperative; or

(d) willfully obstructed any lawful purpose or activity of this cooperative; or

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(e) remained indebted to this cooperative for ninety (90) days after such indebtedness becomes payable; or

(f) died or legally dissolved;

provided, however, that termination of any members
membership as a result of any of the circumstances listed in paragraphs (a)
through (f) above shall not be deemed to revoke such members consent
contained in Article VIII hereof but rather such member may only revoke such
consent in writing. Upon termination of membership said member shall thereafter
have no voting rights in this cooperative. A terminated members patronage
credits shall be revolved or retired in the same manner as the patronage credits
of members. No action taken hereunder shall impair the obligations or
liabilities of either party under any contract with the cooperative which may be
terminated only as provided therein.

# ARTICLE II.Meetings of Members

Section 1  Annual and
Special Meetings. The annual meeting of the members of this cooperative
shall be held at a time and place fixed by the Board of Directors. Special
meetings of the members of this cooperative may be called by the Board of
Directors or upon the written petition of twenty percent (20%) of the members.
The special members meeting shall be held at the time and place specified
in the notice of the meeting, and the notice shall also state the purpose of the
special members meeting. No business shall be considered at the special
members meeting except as mentioned in the notice of the meeting.

Section 2  Notice of
Meetings. Notice of the annual meeting of the members of this
cooperative shall be published or mailed as prescribed by Minnesota Statutes
Section 308A.611, Subdivision 5. Notice of a special meeting of the members of
this cooperative shall be published or mailed as prescribed by Minnesota
Statutes Section 308A.615, Subdivision 2. The notice of meetings must be
published at least two weeks before the date of the meeting or mailed at least
15 days before the date of the meeting. The notice shall state the date, time,
and place of the meeting, and in the case of a special meeting, the purposes for
which the meeting is called. The Secretary shall execute a certificate which
contains a copy of the notice, shows the date of mailing or publication (as the
case may be), and states the notice was mailed or published (as the case may be)
as prescribed by these Bylaws. The certificate shall be made a part of the
meeting. The failure of any member to receive notice shall not invalidate any
action which may be taken by the members at a meeting.

Section 3  Voting
Power. The voting power of the members of this cooperative shall be
exercised as follows:

(a)
Cooperative Association Members. Each Cooperative Association Member
shall be entitled to the number of permitted votes designated by the Board of Directors
of this cooperative, which shall be determined based on the following formula:

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| | (i)
One (1) vote for each $10,000,  or major fraction thereof, of the average annual business
transacted with this  cooperative and with CENEX, Inc. (combined sales to and purchases
from) during  the three years ending on the last day of this cooperatives fiscal
year  last ended prior to the meeting; plus
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
One (1) vote for each $1,000,  or major fraction thereof, of equity issued by this
cooperative as a patronage  refund and standing on the books of this cooperative in the
name of such  Cooperative Association Member.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For purposes of Section 3(a)(i), the dollar value of commodities delivered by a Defined Member to a Cooperative Association Member for handling
by and on behalf of this cooperative and the Defined Member shall be included in
the calculation for determining the number of permitted votes of the Cooperative
Association Member. For purposes of Section 3(a)(ii), the face amount of any
Equity Participation Units issued to and held by a Cooperative Association
Member shall be included in the determination of the amount of equity in this
cooperative held by such Cooperative Association Member. In determining the
number of permitted votes of a Cooperative Association Member, the Board of
Directors of this cooperative shall give due consideration to the membership
eligibility criteria set forth in these Bylaws and the Articles of Incorporation
of this cooperative, and shall have the authority to suspend or adjust voting
power to reflect such criteria, including without limitation the authority to
establish reasonable procedures to address special circumstances, for example,
procedures to annualize the average annual business of Cooperative Association
Members having less than three full years of business included in the averaging
period and procedures to equitably measure the business transacted by
Cooperative Association Members that have acquired or merged with other entities
that did business with this cooperative or with CENEX, Inc. within the averaging
period. The Board of Directors of this cooperative also may require such
supporting information from Cooperative Association Members as it deems
necessary or appropriate to determine the number of permitted votes of the
Cooperative Association Members hereunder.

Each Cooperative Association Member shall be represented at members meetings of this cooperative by elected or appointed delegates,
which delegates shall exercise the voting rights of such Cooperative Association
Member at such meetings as hereinafter provided.

(b) Individual Members and
Defined Members. Each Individual Member and each Defined Member shall
have one (1) vote; provided, however, that, except as such Individual Member or
such Defined Member shall cast a vote individually in person at an annual or
special meeting (as hereinafter provided), or by mail when a mail ballot has
been provided for, and except for votes of Defined Members for elections to
Defined Member Boards, such Individual Member or Defined Member may be grouped
with other Individual Members and Defined Members in local units (hereinafter
referred to as Patrons Associations) as may be established
from time to time by the Board of Directors of this cooperative. An Individual
Member or a Defined Member grouped in a Patrons Association may, however,
elect to exercise such Individual Members or Defined Members vote
individually in which case such Individual Member shall have one (1) vote only
after obtaining a certificate on a form provided by this cooperative and signed
by the manager of the line elevator, feed mill or other facility patronized

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by such Individual Member, certifying that such Individual Member is a member of
this cooperative. A Defined Member who intends to exercise such Defined
Members vote individually hereunder shall be entitled to do so after
giving notice of such intent to this cooperative on a form provided by this
cooperative. Such certificate or notice (as the case may be) shall be sent to
this cooperative by such member or manager no less than ten (10) days or more
before the annual or special meeting concerned, provided that in the discretion
of the Credentials Committee, any certificates or notices (as the case may be)
sent thereafter may also be honored.

If an Individual Member or a Defined Member elects to cast their
vote individually, such Members business transacted with and equity held
by such Member in this Company shall be excluded from determining the number of
votes held by such Members Patrons Association pursuant to Sections
3(c)(i) and 3(c)(ii) below.

Each Defined Member shall have one (1) vote for the election of
Defined Member Boards, which shall be cast individually in person at an annual
or special meeting (as hereinafter provided), or by mail when a mail ballot has
been provided for.

(c) Patrons
Associations. The delegates representing Individual Members and Defined
Members (as provided herein) grouped in each Patrons Association shall be
entitled (in the aggregate) to the number of permitted votes designated by the
Board of Directors of this cooperative, which shall be determined based on the
following formula:

| | (i)
One (1) vote for each $10,000,  or major fraction thereof, of the average annual business
transacted with this  cooperative (combined sales to and purchases from) by the
Individual Members and  Defined Members grouped in such Patrons Associations,
during the three  years ending on the last day of this cooperatives fiscal year
last ended  prior to the meeting; plus
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
One (1) vote for each $1,000,  or major fraction thereof, of equity issued by this
cooperative as a patronage  refund and standing on the books of this cooperative in the
name of the  Individual Members and Defined Members grouped in such Patrons Associations,
calculated on an aggregate basis.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For purposes of Section 3(c)(ii), the face amount of any Equity
Participation Units issued to and held by an Individual Member or a Defined
Member shall be included in the determination of the amount of equity held by
such members. In determining the number of permitted votes of a Patron
Association, the Board of Directors of this cooperative shall have the authority
to establish reasonable procedures to address special circumstances. For
example, procedures to annualize the average annual business of Individual
Members and Defined Members having less than three full years of business
included in the averaging period and procedures to equitably measure the
business transacted by Individual Members and Defined Members that patronized
entities that were acquired or merged with this cooperative within the averaging
period. The Board of Directors of this cooperative also may require such
supporting information from or relating to the Individual Members and Defined
Members grouped in Patrons Associations as it

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deems necessary or
appropriate to determine the number of permitted votes of the Patrons
Associations hereunder.

The Individual Members and Defined Members grouped in each
Patrons Association shall be represented at members meetings of this
cooperative by elected delegates, which delegates shall exercise the voting
rights of the Individual Members and Defined Members grouped in such
Patrons Association at such meetings as hereinafter provided. Such
delegates and their alternates shall be elected on a one member/one vote basis
by the Individual Members and the Defined Members grouped in the Patrons
Association, at an annual meeting of such Patrons Association held
following reasonable notice, and pursuant to such other procedures as the Board
of Directors of this cooperative may establish from time to time. In no instance
shall managers or other employees of this cooperative appoint such delegates or
alternates. Such delegates shall exercise the same powers at such members
meetings as the delegates of Cooperative Association Members may exercise.

Section 4 
Manner of Voting. At annual and special meetings of members of
this cooperative, the designated number of permitted votes of members as
hereinabove provided shall be cast in the following manner:

(a) Each Individual Member and
each Defined Member who is certified or has provided notice to vote individually
as further provided in these Bylaws shall be entitled to cast such Members
own vote in person.

(b) Each Cooperative Association
Member and the Individual Members and Defined Members grouped in each
Patrons Association shall cast its designated number of permitted votes
through duly selected delegates (or their duly selected alternates). The maximum
number of delegates that may represent a Cooperative Association Member or the
Individual Members and Defined Members grouped in a Patrons Association at
members meetings, and the maximum number of votes that each delegate may
carry at such meetings, shall be as authorized by the Board of Directors.

(c) There shall be no mail voting
except in cases where, in the notice of the meeting, the Board of Directors of
this cooperative shall have submitted a specific issue or issues for a mail
vote. In such case, a mail vote cast by a Cooperative Association Member shall
be binding upon the delegates representing such Cooperative Association Member
at the meeting (if any) on the issue or issues so submitted. The voting power of
a Cooperative Association Member may not be split between mail voting and voting
in person by delegates of the Cooperative Association Member upon an issue or
issues submitted for mail vote. No combination of mail voting and voting in
person by delegates of the same Patrons Association upon an issue or
issues submitted for mail vote shall be permitted. An attempt by a Cooperative
Association Member or delegates of a Patrons Association to do such
splitting or combining shall be treated as having the effect of not voting on
the issue or issues so submitted. Delegates of Cooperative Association Members
and Patrons Associations which have not cast a vote by mail upon the issue
or issues submitted for mail vote shall cast the vote or votes of the respective
members they are representing upon said issue or issues in the manner prescribed
by the

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chairman of said meeting. Nothing in this section shall, however, prevent
an annual or special meeting of this cooperative from considering and acting
upon issues in addition to those submitted for mail vote, to the extent
permitted by law; and such issues shall be voted upon by delegates (and
alternates) in the manner hereinabove provided for other than mail votes.

(d) The mail vote of a Cooperative
Association Member shall be cast as determined by the Board of Directors of the
Cooperative Association Member and the voting power of such mail vote may not be
split between yes and no votes, unless expressly authorized by the Board of
Directors of this cooperative in the notice of the meeting which provides for
the mail vote. The mail ballot used by a Cooperative Association Member to cast
its vote shall contain the certificate of the secretary or the president of the
Cooperative Association Member that the vote shown thereon is so cast by the
direction of said members Board of Directors and stating such supporting
information as may be prescribed by the Board of Directors of this cooperative.

(e) The mail vote cast by each
Patrons Association shall be determined by the delegate or delegates last
certified by the Patrons Association to this cooperative as provided in
these Bylaws. The mail ballot used by the delegate or delegates of a
Patrons Association to cast its mail vote shall contain the certificate of
the delegate or delegates that the vote shown thereon is so cast, and stating
such supporting information as may be prescribed by the Board of Directors of
this cooperative.

(f) The mail vote cast by each
Individual Member or Defined Member of this cooperative shall be on such form of
ballot as may be prescribed by the Board of Directors of this cooperative, and
shall include (i) in the case of Individual Members, the certificate that such
member is a member of this cooperative; and (ii) in the case of a Defined
Member, the notice of intent to vote individually, in either case as provided
for in Section 3(b) of this Article II.

(g) There shall be no voting by proxy or under power of attorney at any annual or special meeting of this cooperative.

Section 5  Quorum and Registration.

(a) A quorum necessary to the
transaction of business at any annual or special meeting of this cooperative
shall be at least ten percent (10%) of the total number of members in this
cooperative represented in person by delegates or by mail votes when the members
do not exceed five hundred (500) in number. If the members of this cooperative
exceed five hundred (500) in number, fifty (50) members of this cooperative
represented in person by delegates (or alternates) or by mail votes shall
constitute a quorum. In determining a quorum at any meeting, on a question
submitted to a vote by mail, as hereinabove provided, members represented in
person by delegates (or alternates) or represented by mail vote shall be
counted. The fact of the attendance of a sufficient number of members to
constitute a quorum shall be established by a registration of the members of
this cooperative present at such meeting, which registration shall be verified
by the Chairman and Secretary of this cooperative and shall be reported in the
minutes of the meeting.

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(b) Registration of Individual
Members and Defined Members and of delegates (or alternates) of Cooperative
Association Members and Patrons Associations shall close at such hour on
the day for which an annual or special meeting is called (or in case it is
called for a series of days, at such hour on the first day thereof) as the Board
of Directors of this cooperative shall determine and specify in the Notice of
Meeting, or at such later time to which the close of registration may be
extended by majority vote of those registered before said initial time for
closing of registration. Persons otherwise eligible to vote, either as
Individual Members, Defined Members or as delegates or alternates, but not
registered as in attendance at or before said time (original or as extended),
shall have no right to vote in any of the affairs of the meeting (including, but
not limited to, election of Directors).

(c) Each Cooperative Association
Member and Patrons Association shall certify its delegates and alternates
to this cooperative, in the manner prescribed by the Board of Directors of this
cooperative. The delegates (and alternates) so certified, and found by this
cooperative to be eligible to be seated at the meeting or meetings of this
cooperative, shall represent their Cooperative Association Members or
Patrons Associations, as the case may be, to the extent and in the manner
provided in this Article. In matters of which advance notice has been given,
such delegates and alternates shall endeavor to inform themselves as to the
views of the membership of the Cooperative Association Member or Patrons
Association which they represent.

(d) No individual shall serve as a
delegate for more than one member of this cooperative. Delegates and alternates
representing Patrons Associations must be an Individual Member or Defined
Member grouped with such Patrons Association. The Board of Directors may
establish such additional eligibility criteria, procedures, standards and
structure with respect to the delegate system of this cooperative as it from
time to time deems advisable. No employee of this cooperative shall serve as a
delegate or alternate at any meeting of this cooperative; if any such person
shall be certified as a delegate or alternate of a member, such person shall
nevertheless not be seated as such.

(e) Duly selected delegates and
alternates certified in the manner described above shall serve in such capacity
in accordance with these Bylaws until such delegates (or alternates)
successor is selected and qualified, but in no event shall such certificate of
selection be valid for more than two years; provided, further, that the election
or appointment of any delegate or alternate may be revoked by the Cooperative
Association Member that a delegate or alternate represents (effective as of the
date this cooperative receives notice of such revocation) or, in the case of
delegates or alternates representing Patrons Associations, the election
shall terminate in the event the delegate or alternate ceases to be an
Individual Member or Defined Member of this cooperative.

(f) A cooperative association
which conducts business with this cooperative on a patronage basis as a
nonmember patron in the manner prescribed by these Bylaws may have a
representative present at a meeting of the members of this cooperative only as
authorized by the

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Board of Directors of this cooperative. A representative so
authorized shall have no voting rights and shall only be recognized to speak at
the discretion of the Chairman of the meeting.

(g) Nothing herein shall prevent
Individual Members or Defined Members of this cooperative or of Cooperative
Association Members, who are not delegates to the annual meetings or special
meetings of this cooperative from serving as chairperson of a regional meeting
or as chairperson or member of a committee.

(h) Each member of the Board of
Directors of this cooperative shall have the right to speak on any subject
during annual or special meetings of this cooperative.

# ARTICLE III.Directors

Section 1  Board of
Directors. The business and affairs of this cooperative shall be
governed by the Board of Directors of this cooperative, which shall consist of
seventeen (17) directors.

Section 2  Director Qualifications. The qualifications for the office of director shall be as follows:

(a) At the time of the election, the individual must be less than the age of 68.

(b) The individual must be a member of this cooperative or a member of a Cooperative Association Member.

(c) The individual must reside in the Region from which he or she is to be elected.

(d) The individual must be an
active farmer or rancher. For purposes of this section, active farmer or
rancher means an individual whose primary occupation is that of a farmer
or rancher.

(e) The definition of farmer
or rancher shall not include anyone who is a full-time employee of this
cooperative, or of a Cooperative Association Member.

(f) The individual must currently
be serving or shall have served at least one full term as a director of a
Cooperative Association Member of this cooperative.

(g) The qualifications set forth
in this Section 2 shall become effective immediately upon the adoption of these
Bylaws, except that the qualifications in (f) above shall not apply to any
individual serving as a director of this cooperative on the date of said
adoption.

Section 3  Election of Directors.

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(a) At each annual meeting of the
members of this Association, directors shall be elected to fill vacancies
created by expired terms. The term of office of such directors shall be three
(3) years and until their respective successors are elected and qualified.

(b) The nomination and election of
directors of this cooperative shall be by Region. The territory served by this
cooperative shall be divided into the following Regions, with the Board of
Directors, composed of the following number of directors from each Region:

| | Region
Number 1  which shall include the State of Minnesota, and  shall be represented by
five (5) persons who must be residents of Region Number  1;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | Region
Number 2  which shall include the States of Montana and  Wyoming, and shall be
represented by one (1) person who must be a resident of  Region Number 2;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Region
Number 3  which shall include the State of North Dakota,  and shall be represented
by (3) persons who must be residents of Region Number  3;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | Region
Number 4  which shall include the State of South Dakota,  and shall be represented
by two (2) persons who must be residents of Region  Number 4;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | Region
Number 5  which shall include the States of Wisconsin,  Michigan and Illinois, and
shall be represented by two (2) persons who must be  residents of Region Number 5;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Region
Number 6  which shall include the States of Alaska,  Arizona, California, Idaho,
Oregon, Washington and Utah, and shall be  represented by two (2) persons who must be
residents of Region Number 6;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Region
Number 7  which shall include the States of Iowa and  Missouri, and shall be
represented by one (1) person who must be a resident of  Region Number 7; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Region
Number 8  which shall include the States of Colorado,  Nebraska, Kansas, Oklahoma
and Texas, and shall be represented by one (1) person  who must be a resident of Region
Number 8.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c) From time to time, the Board
of Directors shall review member representation. Future redistricting plans
shall be designed to maintain equitable representation. Any redistricting plan
shall be determined by using a weighted formula based on sales/purchases and
equity by Region. All future redistricting plans shall be subject to member
approval at either a special or annual meeting of the members of this
cooperative.

(d) With respect to elections at
each annual meeting of the members of this cooperative, Individual Members,
Defined Members, and delegates from each Region who are registered in accordance
with these Bylaws shall meet separately by Region for the purpose of

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nominating
and electing the directors of this cooperative from such Region. At each such
regional meeting, nominations for the election of directors shall be made by the
members or delegates of this cooperative and may be made by balloting,
nominating committee, petition of members or from the floor; provided that
nominations from the floor shall be requested in addition to nominations made by
petition or nominating committee. Before each annual meeting of the members of
this cooperative, the Board of Directors may appoint a nominating committee to
supervise the nominating procedure for election of directors, which procedure
shall be prescribed by the Board of Directors.

(e) When nominations have been
closed, the Individual Members, Defined Members and delegates at each regional
meeting shall vote on each of the nominees, and the director or directors from
such Region shall be elected by a majority of the votes cast at such regional
meeting. The Board of Directors shall have the power and authority to adopt a
policy and procedure for assigning to an existing Region those members who are
not residents of any Region established in Section 3(b) above. Such policy and
procedure may be amended from time to time at the discretion of the Board of
Directors. Each such regional election shall be binding upon the annual meeting
and upon this cooperative, without any ratification or right of rescission or
veto by Individual Members or Defined Members or delegates, or any combination
thereof, of other Regions. A temporary Chairman of each such regional meeting
shall be selected by the Chairman of this cooperative, to serve until a Chairman
of such regional meeting is elected by the Individual Members, Defined Members
and delegates at such regional meeting. Election of directors shall be by
balloting when there are two or more nominees for a position to be filled, or
when there are more nominees than there are positions to be filled.

Section 4 
Vacancies. Each vacancy occurring on the Board of Directors may be
filled by the remaining directors until the next annual meeting of the members
when the members shall elect a director to serve for the unexpired term,
provided that vacancies on the Board created by any amendment of the Articles of
Incorporation or Bylaws shall first be filled at the annual meeting of the
members next following the adoption of such amendment unless otherwise provided
in the amendment.

Section 5 
Meetings. The Board of Directors shall meet regularly at such times
and places as the Board may determine. Special meetings may be called by the
Chairman or any three directors. All meetings shall be held on such notice as
the Board may prescribe provided that any business may be transacted at any
meeting without specification of such business in the notice of such meeting.
Directors may participate in any such meeting by means of a conference telephone
conversation or other comparable method of communication by which all persons
participating in the meeting can hear and communicate with each other; and for
purposes of taking any action at the meeting, any such directors shall be deemed
present in person at the meeting.

Section 6  Quorum and
Voting. A quorum shall consist of a majority of the directors. A
majority vote of the directors present shall decide all questions except where a
greater vote is required by the Articles of Incorporation, by these Bylaws or by
law.

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Section 7  Action
Without Meeting. Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if all
directors consent thereto in writing and the writing or writings are held with
the minutes or proceedings of the Board of Directors.

Section 8 
Borrowings. The Board of Directors shall have power to authorize and
approve the borrowing of money and the pledging and mortgaging of any or all of
the assets of this cooperative as security for the sums so borrowed.

# ARTICLE IV.Duties of Directors

Section 1  General
Powers. The business and affairs of this cooperative shall be governed
by the Board of Directors of this cooperative. The Board of Directors shall
exercise all of the powers of this cooperative except such as are by law, the
Articles of Incorporation, or these Bylaws conferred upon or reserved to the
members. The Board of Directors shall adopt such policies, rules, regulations,
and actions not inconsistent with law, the Articles of Incorporation, or these
Bylaws, as it may deem advisable. The Board of Directors may establish one or
more than one committee having such powers and authority as are delegated to it
by the Board of Directors.

Section 2  Bonds and
Insurance. The Board of Directors may require the officers, agents, or
employees charged by this cooperative with responsibility for the custody of any
of its funds or property to give adequate bonds. Such bonds, unless cash
security is given, shall be furnished by a responsible bonding company and
approved by the Board of Directors and the cost thereof shall be paid by this
cooperative. The Board of Directors shall provide for the adequate insurance of
the property of the cooperative, or property which may be in the possession of
this cooperative, or stored by it, and not otherwise adequately insured, and in
addition adequate insurance covering liability for accidents to all employees
and the public.

Section 3  Accounting
System and Audit. The Board of Directors shall install and maintain an
adequate system of accounts and records. At least once in each year the books
and accounts of this cooperative shall be audited and a review of such audit
shall be published annually, and a report of such audit shall in addition be
made at the next annual meeting of the members.

Section 4 
Depository. The Board of Directors shall have power to select one or
more banks to act as depositories of the funds of this cooperative, and to
determine the manner of receiving, depositing, and disbursing the funds of this
cooperative, the form of checks, and the person or persons by whom they shall be
signed, with the power to change such banks and the person or persons signing
such checks and the form thereof at will.

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# ARTICLE V.Officers

Section 1  Election of
Officers. Promptly following each annual meeting of the members, the
Board of Directors shall elect from its membership a Chairman, one or more Vice
Chairmen, a Secretary, a Treasurer, and such other officers as it shall deem
necessary. The Board of Directors shall also elect a Chief Executive Officer,
who need not be a director of this cooperative. Upon the recommendation of the
Chief Executive Officer, the Board of Directors may elect a President and
General Manager, a Chief Financial Officer, one or more Vice Presidents (with
such designations as recommended by the Chief Executive Officer), Assistant
Secretaries and Assistant Treasurers, and such additional officers with such
authority and duties as may be prescribed by the Board of Directors upon the
recommendation of the Chief Executive Officer, none of whom need be a director
of this cooperative. Other than the office of Chairman and Vice Chairman, one
person may hold one or more of the offices provided for above, if eligible to
hold each such office. If any vacancy shall occur among the offices of Chairman,
Vice Chairmen, Secretary or Treasurer, it shall be filled by the Board of
Directors at its next regular meeting following the vacancy.

Section 2 
Chairman. The Chairman shall preside at all meetings of the members
and the Board of Directors. Except where the signature of the Chief Executive
Officer is required, the Chairman shall possess the same power as the Chief
Executive Officer to sign all certificates, contracts and other instruments of
this cooperative which may be authorized by the Board of Directors.

Section 3  Vice
Chairmen. In the absence or disability of the Chairman, the Vice
Chairmen, in the order designated by the Board of Directors, shall perform the
duties and exercise the powers of the Chairman. Each Vice Chairman shall have
such other duties as are assigned to such Vice Chairman from time to time by the
Board of Directors.

Section 4  Chief
Executive Officer. The Chief Executive Officer shall be the chief
executive officer of this cooperative, shall have general supervision of the
affairs of this cooperative, shall sign or countersign all certificates,
contracts or other instruments of this cooperative as authorized by the Board of
Directors, shall make reports to the Board of Directors and members, shall
recommend the officers of this cooperative to the Board of Directors for
election (except the offices of Chairman, Vice Chairmen, Secretary or
Treasurer), and shall perform such other duties as are incident to the Chief
Executive Officers office or are properly required by the Board of
Directors. In the event the office of President and General Manager is not
filled, the Chief Executive Officer shall also serve as the President of this
cooperative and may exercise the authority of the office of Chief Executive
Officer in either or both capacities.

Section 5  President
and General Manager. The President and General Manager shall report to
the Chief Executive Officer of this cooperative, and shall perform such duties
as the Board of Directors may prescribe upon the recommendation of the Chief
Executive Officer. In the absence or disability of the Chief Executive Officer,
the President and General Manager shall perform the duties and exercise the
powers of the Chief Executive Officer.

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Section 6  Vice
Presidents. In the absence or disability of the President and General
Manager, the Vice Presidents, in the order designated by the Board of Directors,
shall perform the duties and exercise the powers of the President. Each Vice
President shall have such other duties as are assigned to such Vice President
from time to time by the Chief Executive Officer or the President and General
Manager.

Section 7 
Secretary. The Secretary shall keep complete minutes of each meeting
of the members and of the Board of Directors, and shall sign with Chairman or
the Chief Executive Officer all notes, conveyances and encumbrances of real
estate, capital securities and instruments requiring the corporate seal;
provided that the Secretary, in writing, may authorize any other officer or
employee to execute or sign the Secretarys name to any or all such
instruments. The Secretary shall keep a record of all business of this
cooperative, prepare and submit to the annual meeting of the members a report of
the previous fiscal years business, and give all notice as required by
law. The Secretary shall perform such other duties as may be required by the
Board of Directors. The Board of Directors may delegate, or authorize the
Secretary to delegate, to any other officer or employee, under the supervision
of the Secretary, all or any of the duties enumerated in this section.

Section 8 
Treasurer. The Treasurer shall supervise the safekeeping of all funds
and property of this cooperative, supervise the books and records of all
financial transactions of this cooperative, and perform such other duties as may
be required by the Board of Directors. The Board of Directors may delegate, or
authorize the Treasurer to delegate, to any other officer or employee, under the
supervision of the Treasurer, all or any of the duties enumerated in this
section.

# ARTICLE VI.Indemnification and Insurance

Section 1 
Indemnification. This cooperative shall indemnify each person who is
or was a director, officer, manager, employee, or agent of this cooperative, and
any person serving at the request of this cooperative as a director, officer,
manager, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred to the fullest extent to which such directors, officers, managers,
employees or agents of an cooperative may be indemnified under the law of the
State of Minnesota or any amendments thereto or substitutions therefor.

Section 2 
Insurance. This cooperative shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, manager,
employee, or agent of this cooperative, or is or was serving at the request of
this cooperative as a director, officer, manager, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
liability asserted against that person and incurred by that person in any such
capacity.

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# ARTICLE VII.Method of Operation  Patronage Refunds

Section 1  Cooperative
Operation. This cooperative shall be operated upon the cooperative basis
in carrying out its business within the scope of the powers and purposes defined
in the Articles of Incorporation. Accordingly, the net income of this
cooperative in excess of amounts credited by the Board of Directors to Capital
Reserves and amounts of dividends, if any, paid with respect to equity capital
shall be accounted for and distributed annually on the basis of allocation units
as provided in this Article VII. In determining the net income or net loss of
this cooperative or its allocation units, there shall be taken into account this
cooperatives share of the net income or net loss of any unincorporated
entity in which it owns an equity interest, patronage dividends distributed by
other cooperatives of which it is a patron and, to the extent determined by the
Board of Directors, its share of the undistributed net income or net loss of any
corporation in which it owns an equity interest.

Each transaction between this
cooperative and each member shall be subject to and shall include as a part of
its terms each provision of the Articles of Incorporation and Bylaws of this
cooperative, whether or not the same be expressly referred to in said
transaction. Each member for whom this cooperative markets or procures goods or
services shall be entitled to the net income arising out of said transaction as
provided in this Article VII unless such member and this cooperative have
expressly agreed to conduct said business on a nonpatronage basis. No nonmember
for whom this cooperative markets or procures goods or services shall be
entitled to the net income arising out of said transactions as provided in this
Article VII unless this cooperative agrees to conduct said business on a
patronage basis.

Section 2  Patrons;
Patronage Business; Nonpatronage Business. As used in this Article VII,
the following definitions shall apply:

(a) The term patron shall refer to any member or nonmember with respect to business conducted with this cooperative on a patronage basis in accordance with Section 1 of this Article VII.

(b) The term patronage business shall refer to business done by this cooperative with or for patrons.

(c) The term nonpatronage business shall refer to business done by this cooperative that does not constitute patronage business.

Section 3 
Establishment of Allocation Units. Allocation units shall be
established by the Board of Directors on a reasonable and equitable basis and
they may be functional, divisional, departmental, geographic, or otherwise;
provided, that each Defined Business Unit shall be accounted for as a separate
allocation unit. The Board of Directors shall adopt such reasonable and
equitable accounting procedures as will, in the Boards judgment, equitably
allocate among such allocation units this cooperatives income, gains,
expenses and

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losses and, to the extent provided in Section 1 of this Article
VII, patronage dividends received by this cooperative and its share of income,
gain, loss and deduction of other entities in which it owns an interest.

Section 4 
Determination of the Patronage Income or Loss of an Allocation Unit.
The net income or net loss of an allocation unit from patronage business for
each fiscal year shall be the sum of (1) the gross revenues directly
attributable to goods or services marketed or procured for patrons of such
allocation unit, plus (2) an equitably apportioned share of other items of
income or gain attributable to this cooperatives patronage business, less
(3) all expenses and costs of goods or services directly attributable to goods
or services marketed or procured for patrons of such allocation unit, less (4)
an equitably apportioned share of all other expenses or losses attributable to
this cooperatives patronage business, dividends on equity capital and
distributable net income from patronage business that is credited to the Capital
Reserve pursuant to Section 8(c) of this Article VII. The foregoing amounts
shall be determined using the accounting methods and principles used by the
cooperative in preparation of its annual audited financial statements; provided,
however, that the Board of Directors may prospectively adopt a reasonable
alternative method. Expenses and cost of goods or services shall include without
limitation such amounts of depreciation, cost depletion and amortization as may
be appropriate, any unit retentions provided in Section 10 of this Article VII,
amounts incurred for the promotion and encouragement of cooperative
organization, and taxes other than federal income taxes. Such net income or net
loss shall be subject to adjustment as provided in Sections 6 and 9(b) of this
Article VII relating to losses.

Section 5  Allocation
of Patronage Income Within Allocation Units. The net income of an
allocation unit from patronage business for each fiscal year, less any amounts
thereof that are otherwise allocated in dissolution pursuant to Article IX,
shall be allocated among the patrons of such allocation unit in the ratio that
the quantity or value of the business done with or for each such patron bears to
the quantity or value of the business done with or for all patrons of such
allocation unit. The Board of Directors shall reasonably and equitably determine
whether allocations within any allocation unit shall be made on the basis of
quantity or value.

Section 6  Treatment of Patronage Losses of an Allocation Unit.

(a)Methods for Handling Patronage Losses. If an allocation unit incurs a net loss in any fiscal year from patronage business, this cooperative may take one or more of the following actions:

| | (i)
Offset all or part of such net  loss against the net income of other allocation units for
such fiscal year to  the extent allowed by law; provided, however, that the net income or
net loss of  a Defined Business Unit shall not be offset by the net loss of nor netted
against the net income of other allocation units;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)
Establish accounts payable by patrons of the allocation unit that incurs the net loss
that may be satisfied out of any future amounts that may become payable by this
cooperative to each such patron;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
Carry all or part of the  loss forward to be charged against future net income of the
allocation unit that  incurs the loss;
| | ----------------------------------------------------------------------------------------------------------------------------------

| | (iv) Offset all or part of such net loss against the Capital Reserve;
| | ---------------------------------------------------------------------

| | (v)
Cancel outstanding  Patrons Equities; provided, however, that the net loss of a
Defined  Business Unit shall not be applied in cancellation of Patrons Equities of
patrons of other allocation units and net losses of other allocation units may  not be
applied in cancellation of Patrons Equities of patrons of Defined  Business Units;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Allocation of Net Loss
Among Patrons of Loss Unit. Any cancellation of equities and/or
establishment of accounts payable pursuant to this Section 6 shall be made among
the patrons of an allocation unit in a manner consistent with the allocation of
net income of such allocation unit.

(c) Restoration of Net Loss
out of Future Net Income. The future net income of an allocation unit
that incurs a net loss may be reduced by part or all of such net loss that was
offset against the Capital Reserve, Patrons Equities of patrons of another
allocation unit or against the net income of another allocation unit and may be
used to restore the Capital Reserve, restore such Patrons Equities or to
increase the future net income of such other allocation unit; provided that
reasonable notice of the intent to do so is given to the patrons of the loss
unit.

(d) Board
Discretion. The provisions of this Section 6 shall be implemented by the
Board of Directors, having due consideration for all of the circumstances which
caused the net loss, in a manner that it determines is both equitable and in the
overall best interest of this cooperative.

(e) No Assessments against Members or Nonmember Patrons. There shall be no right of assessment against members or nonmember patrons for the purpose of restoring impairments to capital caused by net losses.

Section 7  Distribution of Net Income.

(a) Patronage
Refunds. The net income allocated to a patron pursuant to Sections 5 and
9 of this Article VII shall be distributed annually or more often to such patron
as a patronage refund; provided, however, that no distribution need be made
where the amount otherwise to be distributed to a patron is less than a de
minimus amount that may be established from time to time by the Board of
Directors.

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(b) Form of Patronage
Refunds. Patronage refunds shall be distributed in cash, allocated
patronage equities, revolving fund certificates, securities of this cooperative,
other securities, or any combination thereof designated by the Board of
Directors (all such patronage refunds referred to collectively herein as
Patrons Equities), including, without limitation, the following
instruments:

| | (i)
Capital Equity Certificates, in one or more than one class or series, in such
designations or denominations, and with such relative rights, preferences,  privileges
and limitations as may be fixed by the Board of Directors, and  bearing no interest,
dividend or other annual payment.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
Certificates of Indebtedness in one or more than one class or series, in such
designations or denominations, and with such relative rights, preferences,  privileges
and limitations as may be fixed by the Board of Directors, and  bearing such maturity and
rate of interest, if any, as may be fixed by the Board  of Directors. Such certificates
shall be callable for payment in cash or other  assets at such times as may be determined
by the Board of Directors.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
Non-Patronage Earnings Certificates, in one or more than one class or series, in such
designations or denominations, and with such relative rights, preferences,  privileges
and limitations as may be fixed by the Board of Directors, with no  maturity date, and
bearing no interest, dividend or other annual payment.  Non-Patronage Earnings
Certificates may be distributed only to members and to  nonmember patrons as part of the
allocation and distribution of nonpatronage  income. Such certificates shall be callable
for payment in cash or other assets  at such times as may be determined by the Board of
Directors.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
Preferred Capital Certificates in one or more than one class or series, in such
designations or denominations, and with such relative rights, preferences,  privileges
and limitations as may be fixed by the Board of Directors.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c) Written Notices of
Allocation. The noncash portion of a patronage refund distribution that
is attributable to patronage business shall constitute a written notice of
allocation as defined in 26 U.S.C. Section 1388 which shall be designated by the
Board of Directors as a qualified written notice of allocation, as a nonqualifed
written notice of allocation or any combination thereof as provided in said
section.

(d) No Voting Rights.Patrons Equities shall not entitle the holders thereof to any voting
or other rights to participate in the affairs of this cooperative (which rights
are reserved solely for the members of this cooperative), provided that
Patrons Equities held by members of this cooperative shall be a factor in
determining the voting power of such members as more particularly provided in
these Bylaws.

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(e) Transfer Restriction. Patrons' Equities may only be transferred with the consent and approval of the Board of Directors, and by such instrument of transfer as may be required or approved by this cooperative.

(f) Board Authority to Allow
Conversion. The Board of Directors of this cooperative also shall have
the authority to allow conversion of Patrons Equities into Equity
Participation Units, Preferred Equities or such other debt and/or equity
instruments of this cooperative on such terms as shall be established by the
Board of Directors.

(g) Revolvement
Discretionary.No person shall have any right whatsoever to require the
retirement or redemption of any Patrons Equities except in accordance with
their term, or of any allocated capital reserve. Such redemption or retirement
is solely within the discretion and on such terms as determined from time to
time by the Board of Directors of this cooperative.

Section 8  Capital
Reserve. The Board of Directors shall cause to be created a Capital
Reserve and, except as otherwise provided in Section 9 of this Article VII,
shall annually add to the Capital Reserve the sum of the following amounts:

(a) The annual net income of this cooperative attributable to nonpatronage business;

(b) Annual net income from patrons
who are unidentified or to whom the amount otherwise to be distributed is less
than the de minimus amount provided in Section 7(a) of this Article VII; and

(c) An amount not to exceed 10% of
the distributable net income from patronage business. The discretion to credit
patronage income to a Capital Reserve shall be reduced or eliminated with
respect to the net income of any period following the adoption of a Board
resolution that irrevocably provides for such reduction or elimination with
respect to such period.

Federal income taxes shall be charged to the Capital Reserve.

Section 9  Allocation and Distribution of Nonpatronage Income and Loss.

(a) Nonpatronage
Income. The Board of Directors shall have the discretion to allocate to
allocation units amounts that are otherwise to be added to the Capital Reserve
pursuant to Section 8(a) of this Article VII. Such allocation may be made on the
basis of any reasonable and equitable method. Amounts so allocated to allocation
units shall be further allocated among the patrons thereof on a patronage basis
using such method as the Board of Directors determines to be reasonable and
equitable. Amounts so allocated shall be distributed to patrons thereof in the
form of cash, property, Non-Patronage Earnings Certificates, or any combination
thereof designated by the Board of Directors. The Board of Directors may
determine whether and to what extent nonmember patrons may share in such
distributions.

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(b) Nonpatronage
Loss. If the cooperative incurs a net loss on its nonpatronage business
or if a net loss is incurred with respect to the nonpatronage business of an
allocation unit, such net loss generally shall be chargeable against Capital
Reserve unless and to the extent the Board of Directors, having due
consideration for the circumstances giving rise to such net loss, determines
that it is reasonable and equitable to allocate all or part of such a net loss
among allocation units generally or to a specific allocation unit or units. Any
such loss allocated to an allocation unit shall reduce such units net
income from patronage business to the extent thereof and the excess, if any,
shall be treated generally in accordance with Section 6(a)(ii), (iii) and (v) of
this Article VII. Notwithstanding the foregoing, a net loss incurred by a
Defined Business Unit with respect to nonpatronage business conducted by such
unit shall be borne entirely by such unit and no other net loss incurred on
nonpatronage business shall be allocated to a Defined Business Unit.

Section 10  Defined
Business Unit Retentions. This cooperative may require from time to
time, investment in its capital in addition to the investments from retained
patronage and Equity Participation Units. These investments shall be direct
capital investments from a retain on a per unit basis for the products received
by the cooperative from its Defined Members, and the same may be determined on
either a Qualified or a Nonqualified basis as defined in Subchapter T of the
United States Internal Revenue Code. The per unit retention, if required, shall
be made on products delivered, in the same amount per unit and shall not become
a part of the net annual income available for patronage.

Each member, by continuing to be
such, agrees to invest in the capital of this cooperative. Such investment shall
be accounted for separately in a unit retention account set up on the books of
the cooperative. All such amounts, from the moment of receipt by this
cooperative, are received and retained with the understanding that they are
furnished by members as capital. This cooperative is obligated to account to
each member in such manner that the amount of per unit retains furnished by each
member is annually credited to an appropriate record to the per unit retains
capital account of each member. Within a reasonable time after the close of its
fiscal year, this cooperative shall notify each member of the amount of capital
retains and credit it to the members account by reflection upon this
cooperatives books.

When the Board of Directors
determines in its sole discretion that this cooperative has sufficient working
capital in the applicable Defined Business Unit, unit retains may be called for
payment at the lesser of their stated or book value. Unit retains may be paid,
redeemed, or revolved in whole or in part at a time and manner determined by the
Board of Directors.

# ARTICLE VIII.Consent

Section 1 
Consent. Each individual or entity that hereafter applies for and is
accepted to membership in this cooperative and each member of this cooperative
as of the effective date of this bylaw who continues as a member after such date
shall, by such act alone,

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consent that the amount of any distributions with
respect to its patronage which are made in written notices of allocation (as
defined in 26 U.S.C. §1388), and which are received by the member from this
cooperative, will be taken into account by the member at their stated dollar
amounts in the manner provided in 26 U.S.C. §1385(a) in the taxable year in
which such written notices of allocation are received by the member.

Section 2  Consent
Notification to Members and Prospective Members. Written notification of
the adoption of this Bylaw, a statement of its significance and a copy of the
provision shall be given separately to each member and prospective member before
becoming a member of this cooperative.

Section 3  Consent of
Nonmember Patrons. If this cooperative obligates itself to do business
with a nonmember on a patronage basis, such nonmember must either: (a) agree in
writing, prior to any transaction to be conducted on a patronage basis, that the
amount of any distributions with respect to patronage which are made in written
notices of allocation (as defined in 26 U.S.C. §1388), and which are
received by the nonmember patron from this cooperative, will be taken into
account by the nonmember patron at their stated dollar amounts in the manner
provided in 26 U.S.C. §1385(a) in the taxable year in which such written
notices of allocation are received by the nonmember patron and further, that any
revocation of such agreement will terminate this cooperatives obligation
to distribute patronage with respect to transactions with such nonmember that
occur after the close of this cooperatives fiscal year in which the
revocation is received; or (b) consent to take the stated dollar amount of any
written notice of allocation into account in the manner provided in 26 U.S.C.
§1385 by endorsing and cashing a qualified check as defined in and within
the time provided in 26 U.S.C. §1388(c)(2)(C); provided that failure to so
consent shall cause the written notice of allocation that accompanies said check
to be canceled with no further action on the part of this cooperative.

# ARTICLE IX.Merger or Consolidation; Dissolution

Section 1  Merger or
Consolidation. If the terms of a merger or consolidation of which this
cooperative is a party do not provide the members and nonmember patrons of this
cooperative with an economic interest in the surviving entity that is
substantially similar to the economic interest possessed by such members and
nonmember patrons in this cooperative immediately before such merger or
consolidation, the value of the consideration received shall be divided among
them in the same manner as a comparable amount of net liquidation proceeds would
distributed pursuant to Section 2 of this Article IX. This shall not be
construed to prevent issuance of differing forms of consideration to different
groups of members and nonmember patrons to the extent allowed by law.

Section 2 
Liquidation, Dissolution and Winding-Up. Subject to the Articles of
Incorporation, in the event of any liquidation, dissolution or winding up of the
affairs of this cooperative, whether voluntary or involuntary, equity capital
shall be distributed to the holders thereof as follows: first to payment of the
face amount (par value) of all Preferred Equities whose priority was so
established upon the issuance of such Preferred Equities, second to

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payment of
the face amount (par value) of all Equity Participation Units and all Preferred
Capital Certificates, third to payment of the face amount (par value) of all
Capital Equity Certificates and other outstanding equities (other than
Non-Patronage Earnings Certificates), and fourth to payment of the face amount
(par value) of Non-Patronage Earnings Certificates; provided, however, that
assets held at such time by any Defined Business Unit shall first be used to
redeem the Equity Participation Units and Preferred Capital Certificates of the
Defined Business Unit on a pro rata basis. Any assets remaining after the
foregoing payments have been made shall be allocated among the allocation units
in such manner as the Board of Directors, having taken into consideration the
origin of such amounts, shall determine to be reasonable and equitable. Amounts
so allocated shall be paid to current and former patrons of each such allocation
unit in proportion to their patronage of such unit over such period as may be
determined to be equitable and practicable by the Board of Directors. Such
obligation to distribute shall be construed as a preexisting duty to distribute
any patronage sourced net gain realized in the winding up process to the maximum
extent allowable by law.

# ARTICLE X.Seal

The Board of Directors may, by
resolution, adopt, alter or abandon the use of a corporate seal.

# ARTICLE XI.Amendments

These Bylaws may be amended in accordance
with the Minnesota Cooperative Law, Minnesota Statutes Chapter 308A; upon the
approval of a majority of the votes cast in person or by mail vote at any annual
or special meeting of the members called in accordance with Section 1 of Article
II of these Bylaws; provided, however, in the event the Board of Directors of
this cooperative declares, by resolution adopted by a majority of the Board of
Directors present and voting, that the amendment involves or is related to a
hostile take over, then the amendment may be adopted only upon the approval of
eighty percent (80%) of the total voting power of the members of this
cooperative, whether or not present and/or voting on the amendment; and provided
further that notice of such amendment shall have been given in accordance with
Section 2 of Article II of these Bylaws to the members in or with the notice of
such meeting.

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