or the Bylaws of this association, the Board of Directors shall have authority, at the Board's sole and absolute discretion to retire, redeem or repurchase the preferred stock of this association at any time, PROVIDED HOWEVER, that any such retirement, redemption or repurchase shall be on a pro-rata basis to the holders of all issued and outstanding shares of preferred stock.

Section 4.  The participating stock of this association shall be nonvoting and may be purchased, owned or held by any person, firm, partnership, corporation or association who has been approved to participate in the savings of thin association in accordance with the Bylaws of this association. No dividends or interest shall be declared or paid on participating stock. Participating stock may be transferred only upon the books of the association and may be redeemed or retired in whole or in part at book or par value, whichever is less, only as conclusively determined by the Board of Directors, and only at the discretion of the Board of Directors in accordance with the Bylaws of this association. This association shall have a lien on all its participating stock for all indebtedness of the holders thereof to the association, which lien may be exercised only at the discretion and direction of the Board of Directors. Upon the dissolution or distribution of the assets of this association, the holders thereof shall be entitled to receive the par or book value thereof, whichever is less. Each certificate of participating shook shall have the foregoing provisions of this section prints thereon.

Section 5. Notwithstanding any other provisions of this Article, the Board of Directors shall have the power to retire, in any manner approved by the Board, the common stock or participating stock of any decease member or patron, or any patron who, at the determination of the Board of Directors, has moved out of the trade area and/or ceased to do business with the association or has attains retirement age as defined in, and pursuant to, a plan for the retirement of equities of stockholders and patrons as adopted by the Board of Directors.

Section 6. The Bylaws of this association may provide for and establish such non-stock capital accounts or credits as shall be necessary or proper for the purpose of furthering the cooperative character of this association and for the purpose of providing such additional capital as may be required for the continued effective operation of this association. Such non-stock capital accounts may include, but shall not be limited to, stock credits, ledger credits, revolving fund orbits, per-unit retains, nonqualified allocation credits, and such other book credits for which provision is made in the Bylaws; and such credits may be redeemed, retired, or repurchased only in accordance with the said Bylaws of this association. This association shall have a lien upon all such non-stock capital accounts or credits, which lien may be exercised only at the discretion and direction of the Board of Directors.

BYLAWS

ARTICLE l
Membership


Section 1. QUALIFICATIONS FOR MEMBERSHIP.  Any person, trust, firm, partnership. corporation or association, including tenants in share tenancies, who is a bona fide producer of agricultural products in the territory in which this company is engaged in business, and who agrees to be a patron of this association and to abide by the Bylaws of this association, may become a member by acquiring a share of common stock and meeting such conditions as may be prescribed by the Board of Directors. This cooperative shall admit to membership every applicant who (1) applies for admission for the purpose of participating in the activities of the cooperative, and (2) meets all the requirements for application and membership under these Bylaws, the statutes of the State of Kansas and policies established by the Board of Directors, EXCEPT, that the cooperative may refuse admission to an applicant if the Board of Directors finds that the applicators admission would prejudice the interests, hinder or otherwise obstruct or conflict with any purpose or operation of this cooperative.

Section 2. QUALIFICATIONS FOR PARTICIPATION.  Any person, trust firm, partnership, corporation or association who is not qualified for membership in this association, pursuant to Section l above, who agrees to be a patron of this association and to abide by the Bylaws of this association, may become a participating patron of this association by executing such individual consent form stating his/her social security number or identification number and consenting to the provisions of Article II, Section 4, hereof, and by acquiring a share of participating shook and meeting such conditions as may be imposed by the Board of Directors. This provision shall not prohibit the association from transacting business with persons who do not meet the qualifications of this or the foregoing section.

Section 3. APPLICATION FOR MEMBERSHIP AND PARTICIPATION.  Any parson eligible and desiring to become a member, and any person ineligible to become a member but desiring to participate in the savings of the association shall execute and sign an application for membership or participation in such form as may be prescribed by the Board of Directors. No person shall become a member or be entitled to participate in the savings of the association until the Board of Directors has approved his/her application.

Section 4. TRANSFER OF STOCK. Common stock of the association shall not be transferred to anyone not engaged in the production of the agricultural products handled by the association or the user of farm supplies handled by the association. and any such purported transfer shall be void and of no effect; and PROVIDED FURTHER, that no transfer of stock will be effective without the consent of the association's Board of Directors, and any such transfer shall only be effective when made on the association's books and records.

Section 5: SUSPENSION AND TERMINATION OF MEMBERSHIP.   In the event the Board of Directors shall find, following a hearing, that any member has ceased to be eligible for membership or has moved out of the territory in which the association is operating, has ceased to be a producer of agricultural products, or has ceased to patronize the association, it may suspend his/her membership in the association.  Nothing contained in this section shall be deemed or held to require the retirement of any other equities held by such terminated member at any other time or in any other manner than is provided in the Articles of Incorporation and Bylaws, nor shall the provision for termination of membership contained herein prohibit the Board of Directors from transferring or canceling such terminated member's common stock and issuing, in lieu thereof, participating stock of equal value to such terminated member.

Section 6. ANNUAL MEETING. The annual meeting of the members of the association shall be held within six months after the close of the fiscal year at such hour and date, within the association's operating area, State of Kansas, as may be determine by the Board of Directors.

Section 7. SPECIAL MEETINGS. Special meetings of the members of the association may be called and held at any time and place within the association's operating area, State of Kansas, by order of the Board of Directors, and the Board shall call a special meeting of the members of 'he association upon written request of not less than ten percent (10%) of the members of the association entitled to vote, stating the time, place and purpose of the meeting.

Section 8. NOTICE OF MEETING. Notice of all meetings of the members of the association shall be mailed to each member of the association at his/her last known address, together with a statement of the purpose thereof, at least ten (10) days prior to the date of the meeting.

Section 9. PROXY VOTING PROHIBITED AND VOTING BY MAIL. Voting by proxy or by power of attorney shall not be permitted. At the discretion of the board of directors absent members may vote at any regular or special membership meetings on a ballot furnished to them by mail, PROVIDED that the ballot meets the following conditions: (1) the ballot must be mailed to the last known address of every voting member of the association; (2) the ballot must state the return mailing address of the association; (3) the ballot must state the full proposal being considered; (4) the ballot must contain a place for the member to indicate whether be favors or oppose the proposal; and (5) the ballot must be signed by the member. The mail ballot may be delivered to the association by any available means and must be receive by the association prior to the meeting at which the said proposal will be considered. The mail ballot may be considered whenever the final vote is taken on the proposal, even if this final vote is taken at a subsequent meeting or continuation of the original meeting. Notwithstanding the prohibition of proxy voting, any member which is not a natural person may vote by and through its duly authorized representative.

Section 10. QUORUM. Five (5%) percent of the voting membership or twenty (20) of the members of the association entitled to vote, whichever is less, shall constitute a quorum foe the transaction of business at any meeting of (be association; but in the event a quorum is not present, such meeting may be adjourned from time to time by those present until a quorum is obtained. No notice of adjourned meetings shall be required.

Section 11. VOTING POWER OF MEMBERS. At all meetings of the stockholders, each holder of common stock shall be entitled to cast one, and only one, vote irrespective of the number of shares of common stock owned.

Section 12. ORDER OF BUSINESS. The order of business at the annual meetings, and so far as possible at all other meetings, shall be:
1. Proof of quorum
2. Proof of due notice of meeting