AMENDED ARTICLES OF INCORPORATION OF THE
WASHINGTON ASSOCIATION OF WHEAT GROWERS

ARTICLE I
Name

The name of this Corporation shall be known as the WASHINGTON ASSOCIATION OF WHEAT GROWERS.

ARTICLE II
Objects

The objects and purposes for which this Corporation is formed are as follows:

1.  To work for the solution of the problems of the farm, the farm home, and the rural community by using united, organized action to represent, protect and advance the social, economic and educational interests of wheat farmers of Washington State.

2.  To cooperate with the National Association of Wheat Growers and other farm organizations, with the Agricultural Extension Services, and other agencies of the United States Government in bringing their resources to the aid of the farmers of the state of Washington.

3. To promote and encourage (a) the interests and welfare of the wheat growers in the state of Washington, (b) the advancement and science of wheat growing, (c) the development of markets, new uses and improved varieties of wheat and wheat by-products, (d) good farming and farm marketing practices, and (e) the conservation of the natural resources of the state of Washington with best management practicies.

4. To initiate and carry out, without profit, economic and scientific programs designed to achieve the purposes for which this corporation is formed as set forth herein and to cooperate with all other individuals, groups or organizations by furnishing information, financial assistance, use of facilities or otherwise, in developing or completing such programs.

5. To bring together in one organization all wheat growers and by affiliation to provide a central organization for the affiliation of all other individuals or incorporated organizations in allied fields to coordinate their interests and provide a means by which its members may benefit by the exchange of experience and views or obtain concerted action in matters affecting their common interests.

ARTICLE II
Objects

Section 1. The objects and purposes of this corporation shall be as set forth in the Articles of Incorporation.

ARTICLE III
Membership

Section 1. The terms of admission to membership in this corporation shall be as set forth in the Articles of Incorporation.

Section 2.  No membership shall be transferable.

Section 3. Only individuals are eligible for lifetime membership, there are no corporate lifetime memberships.

Section 4. Each new member of this association shall subscribe to these By-Laws.

Section 5. Whenever any person holding a regular membership in this association shall cease to be eligible for membership as a regular member, no new membership shall be issued to him as a regular member, provided, HOWEVER, that an associate membership may be issued to such member.

Section 6. This association through its Board of Directors shall have power to expel any member, provided that it be for a good cause after notice and hearing in accordance with law, subject to the right of appeal to the annual convention whose decision shall be final and binding as to cause without further right to appeal to any court or courts.

ARTICLE IV
Officers

Section 1. The officers and governing body of this corporation shall be as set forth in the Articles of Incorporation.

Section 2. No person may serve in the same elective office for more than two (2) consecutive terms.

ARTICLE V
President

Section 1. The President shall preside over all meetings of the members, the Board of Directors, and the annual convention.

Section 2. The President shall sign all contracts and other instruments of writing which have first been approved by the Board of Directors and shall call the Board of Directors together whenever he/she shall deem it advisable or when requested to do so by three members of the Board of Directors.

Section 3. The President shall be an ex officio member of all committees, except the nominating committee. The President shall appoint state committee chairmen at will for committees necessary to the business of the association.

Section 4. The President shall discharge such other duties as may be required of him/her under the Articles and By-Laws of this association.

ARTICLE VI
Vice-President

Section 1. In the absence of the President, or in the case of his/her inability or refusal to act, the  Vice-President shall perform all of his/her duties.  In the absence of the President and Vice-President, or in the case of their inability or refusal to act, the Secretary/Treasurer shall perform all his/her duties.

Section 2. A regular member ineligible for the Presidency shall be ineligible for the Vice-Presidency.

Section 3. The Vice-President shall serve as chairman of the executive committee and the chairman of the budget committee.

ARTICLE VII

Secretary-Treasurer

Section 1.  The Secretary-Treasurer shall receive all funds and receipt for same.

Section 2. The Secretary-Treasurer shall cause to be deposited in a depository designated by the Executive Committee all funds so received.

Section 3. The Secretary-Treasurer shall be custodian of the properties and possessions of the Association.

Section 4. The Secretary-Treasurer shall receive gifts, devices, and bequests, and convert same into assets of the Association.

Section 5. The Secretary-Treasurer shall  make, not less than quarterly, to the Executive Committee, a report of the financial condition of the Association, and a statement of receipts, disbursements and assets.

Section  6.  The Secretary-Treasurer shall be responsible for the making of a financial report to the Board of Directors and Executive Committee whenever same shall meet.

Section 7.  The Secretary-Treasurer shall provide a report whenever requested by the Executive Committee.

Section  8. The Secretary-Treasurer shall be responsible for the keeping of regular books of account and records of the Association, and for keeping same open to inspection by qualified members of the Association during business hours.

Section 9. The Secretary-Treasurer shall  possess and maintain the minute books of the Association.

Section 10. The Secretary-Treasurer shall maintain the correspondence of the Association, prepare and mail out reports, and assemble and keep all pertinent data.

Section 11. The Secretary-Treasurer shall be custodian of the Association's corporate seal, and attest the signatures of the President or other authorized individual on all contracts and other formal and official papers of the Association.

Section 12. The Secretary-Treasurer shall perform such other services and duties as are usually assumed by the chief fiscal officers of an organization.

Section 13. It shall be the duty of the Secreatry-Treasurer to keep a record of the meetings of the Board of Directors and of the members.

Section 14. The Secretary-Treasurer shall serve all notices required either by law or by the By-Laws of the Corporation, and in the case of his absence, inability, refusal or neglect so to act, such notices may be served by any person directed to do so by the President of the Corporation.

Section 15. The Secretary-Treasurer shall receive all charter applications and upon the approval of the Board of Directors, he shall sign, issue and deliver a charter to the County organizations in each of the Counties specified in the Articles of Incorporation or in any amendment thereto, upon receipt of the following contract which must be signed by the Secretary-Treasurer of a County Organization, to wit:

KNOW ALL MEN BY THESE PRESENT: that I,_________________________,Secreatry-Treasurer of ______________ County Association of Wheat Growers at __________________, Washington, being authorized to act for said County Association, in consideration of the issuance of the charter to said ____________________ County Association of Wheat Growers, hereby agree that said charter shall remain the property of the Washington Association of Wheat Growers, and in consideration of the promises herein stated, agree to immediately cause said charter to be framed and that such frame shall immediately become the property of the Washington Association of Wheat Growers.  Said ___________________ County Association of Wheat Growers shall have custody of said charter and frame until it is demanded by the Board of Directors of the Washington Association of Wheat Growers through and by any person authorized by said Committee to make such demand.  Such demand having once been made, the charter and frame shall then be delivered to the person authorized by Board of Directors to demand and procure same, or to his agent.  It is further agreed that any person authorized by the Board of Directors of this Corporation may enter any premises occupied by the said ________________County Association of Wheat Growers, or any of its members, and take possession and remove said charter.

Dated this _________________ day of _______________, 19____, at ________________, _______________________ Association of Wheat Growers.

By _____________________________________________________________

Approved this ______________ day of _____________-, 19 ___.

  ________________________________________________________________

Secretary-Treasurer, Washington Association of Wheat Growers

Section 16. The Secretary-Treasurer shall issue supplies to the County Associations as specified in Article XIII, Section 2.

Section 17. The Secretary-Treasurer may with the approval of the Executive Committee delegate any of his duties to the other employees of the Association.

Section 18. The Secretary-Treasurer and any employees exercising delegated authority to handle funds of the association shall be bonded and the cost of the bond shall be borne by the Association.  The Board of Directors shall have discretion to waive bond on the Secretary-Treasurer and bond any officer or employee charged with the disbursement of said funds.

ARTICLE VIII
Board of Directors

Section 1. The membership of the Board of Directors shall be as set forth in the Articles of Incorporation, or any amendments thereto.

Section 2. Between conventions the Board of Directors shall conduct the affairs of this Association with the Articles of Incorporation, the By-Laws and the policies set forth by the members hereof at each convention to serve as their guides.  All actions of the Board of Directors are subject to review by the members of the Association at the convention.

Section 3. A quorum for the transaction of business shall be at least seven (7) county voting members of the Board of Directors.  The Board of Directors shall be convened for the transaction of business at least six (6) times annually.

Section 4. The Board of Directors shall be responsible for the establishment and maintenance of the general headquarters of the Association.

Section 5. Real estate necessary to the proper handling of the affairs of the Corporation may be acquired, held leased, mortgaged, and disposed of by the Board of Directors by resolution in the name of the Corporation.

Section 6. The Board of Directors shall render a full report of their stewardship to the convention and shall at all times act only in the best interest of the Association.

Section 7. In addition to other express powers, the Board of Directors shall have power: (1) To appoint or remove all agents, subordinate officers or representatives of the Association; to prescribe their duties and fix their compensation and bonds, if any; and to do all things necessary or required to carry on all business of said Association.  (2)  To protect, manage and control affairs and business of the Corporation, to make rules and regulations consistent with the laws of the State of Washington and the Articles and By-Laws of the Corporation for the guidance of the officers and the management of the Corporation.  (3) To incur indebtedness and fix the amount thereof.  (4)  To do any and all act or acts necessary, suitable or convenient and proper for the carrying out, promoting or accomplishing any one of more or all of the objects and purposes of the Corporation as set forth and enumerated in the Articles of Incorporation.  (5)  To fill for the unexpired term any vacancy in the state elective office by the majority vote of the Board of Directors.

ARTICLE X
Conventions

Section 1. The convention of the Association shall be held annually.  Special conventions may be called at a time and place designated by majority vote of the Board of Directors or upon petition therefore signed by at least 100 regular members of the Association delivered to an officer of the Association, provided, HOWEVER, that the call for such special convention must state the purpose or purposes thereof and no business other than stated in the call may be considered by a special convention.

Section 2. No other general meetings or conventions shall be legal.

Section 3. Those members present in person shall constitute a quorum at any meeting except that an amendment to the Articles or By-Laws require the affirmative vote of two-thirds (2/3) of the members voting thereon.

Section 4. The President shall issue a convention call to the membership not less than fifteen (15) days prior to the opening date of any convention.  He shall cause to be forwarded to each member in good standing at his last known address a copy of said call in writing.

Section 5.  Each member of this Association shall be entitled one vote at said convention on any issue or a problem properly brought before the convention.  Absentee or proxy ballots are prohibited.

ARTICLE XI
Dues and Finances

Section 1. The dues for regular membership in this association shall be stated in the current resolutions.

Section 2. The minimum dues for associate (non-voting) members shall be stated in the current resolutions.

Section 3. Annual membership dues shall be payable to the Washington Association of Wheat Growers, Ritzville, Washington, on or before Oct. 1 of each year. 

Section 4. The application for membership shall be in such form and content as the Board of Directors shall prescribe.

Section 5. The Board of Directors may appoint an auditing committee which shall audit the books of the Association at such intervals as may be determined by the Board of Directors.  A complete annual audit and report of affairs of the organization shall be furnished each Board member, said audit to be made by a qualified accountant selected by the Board of Directors and paid from the funds of this Association.

Section 6. The Board of Directors shall, immediately after the annual convention, develop a budget.  The funds of the corporation may be used for but not limited to the employment of competent personnel as the Board of Directors may direct; to the maintenance of a reasonably suitable office or offices; to pay for the necessary research work on active issues and projects as developed by the Board of Directors.  All other funds shall be budgeted by the Board of Directors for such use as will best advance the organization's program and aid in attaining its objectives.

ARTICLE XII
Elections

Section 1. Prior to the annual convention, the Board of Directors shall appoint a nominating committee of five (5) persons who have been regular members of the Association for at least thirty (30) days prior to any election.

Section 2. The nominating committee shall send to the Board of Directors of the Association the name of one candidate for each of the offices of President,  Vice-President and Secretary/Treasurer at least ten (10) days prior to the annual convention.

Section 3. Additional nominations for each of the said offices may be made from the floor of the convention, provided that the nominees are present or have given their consent in writing.  If there are two or more candidates, the said officers must be elected by secret ballot.  If one of the candidates does not receive a simple majority (50% plus one vote) of the ballots cast, balloting must continue until one has a majority of all ballots cast.  HOWEVER, if there is no contest (one nominee only) then that candidate may be elected by acclamation.  Absentee or proxy ballots are prohibited.

Section 4. The county representatives to the Board of Directors from each chartered county Association in the State of Washington shall be elected to serve terms, the length of such terms to be determined by each county's membership.

ARTICLE XIII
County Associations

Section 1. Fifteen (15) or more regular members of this Association resident in any of the counties of the state of Washington may petition the Board of Directors for a County Association charter.  Such petitions shall be delivered to the Secretary-Treasurer of this Association.

Section 2. Upon the granting of a charter by the Board of Directors all supplies necessary for immediate functioning of the County Association shall be supplied, if available.  All standard books and supplies thereafter shall be purchased from this Association, if available.

Section 3. All charters shall forever be the property of the Washington Association of Wheat Growers.

Section 4. No County Association shall be disbanded or withdrawn by its own motion so long as ten (10) regular members in good standing favor continuance.

Section 5. If any county organization is disbanded or withdrawn or suspended, all property, funds, records, and assets of any nature, then held in the name of said County Association, or its agents or trustees, shall revert in title to the State Association and shall be turned over immediately to the Secretary-Treasurer of the State Association.  Any outstanding and legitimate obligations of the said County Association, insofar as the funds and assets permit, may be authorized for payment by the Board of Directors.  Any remaining funds shall be deposited in the general fund of the Corporation.

Section 6. The County Association Secretary-Treasurer shall cause the State Association to be notified of any change of county officials, together with their addresses.

Section 7. The County Association shall have the right to assess its own members provided it first obtains approval of the Board of Directors of the State Association.

Section 8. Each County Association may adopt By-Laws not in conflict with the Articles and By-Laws of this Corporation or the laws of the State of Washington and the same shall have no effect until approved by the Board of Directors of the State Association.  Such By-Laws shall define the duties of the officers and shall incorporate such provisions of the Articles and By-Laws of the State Association as are applicable.

Section 9.

(a) The County Association shall have the following officers: President, First Vice-President, Second Vice-President, Secretary-Treasurer, and at least three (3) trustees, all of which officers shall constitute the Executive Board.

(b) The position of trustees may be eliminated at the discretion of the County Association.

(c) The duties of the Board shall be to transact necessary business between Association meetings and such other business as may be referred to it by the State and County Association; to pass on the plans of work of the committee chairmen; to present a report at the regular meetings of the Association; and to cooperate with the State Board of Directors to coordinate the work between the State and County levels.

(d) Regular meetings of this Board shall be held at least three (3) times a year and three (3) members shall constitute a quorum.  Special meetings of the Executive Board may be called by the President or three (3) members of the Board.  The recommendations of the State Board of Directors shall be read at the regular meetings of the County Association for action.

Section 10.

(a) All officers shall be elected annually except the trustees, whose term shall be for three (3) years.  Trustees of a newly chartered County Association shall be as follows: the candidate receiving the highest number of votes shall serve for a period of three (3) years, the candidate receiving the second highest number of votes for a two - (2) year period, and the candidate receiving the third highest number of votes shall serve for a period of one (1) year.  Trustees elected thereafter shall serve for a three - (3) year term.

(b) The President shall preside at all meetings of the County Association and shall be an ex officio member of all committees, except the nominating committee; shall appoint special committees, except the nominating committee; and shall perform all the duties usually pertaining to the office of the President.

(c) The First Vice-President shall perform the duties of the President in the absence or inability or refusal of that office to act and shall assist the President, when called on.  In case of vacancy in the office of President, the First Vice-President shall assume the chair until the vacancy is filled.  In the absence of the President and First Vice-President, or in case of their inability or refusal to act, the Second Vice-President shall perform all his duties.

(d)  (1) The Secretary-Treasurer shall keep a record of the proceedings of all meetings and a list of members and shall provide the President with a list of unfinished business. (2) The Secretary-Treasurer shall have custody of all books and records relating to the transactions of the Association. (3) The Secretary-Treasurer shall send to the Washington Association of Wheat Growers the names and addresses of the newly elected officers of this Association immediately after election and as to any changes in any office during the year. (4) The Secretary-Treasurer shall receive all monies of the Association, issuing a receipt for each sum received, keeping an accurate record of and paying out same on authorization of the President and Secretary. (5) The Secretary-Treasurer shall be bonded in such amount as is fixed by the Executive Board other than himself, with the cost of such bond to be paid from the treasury of this Association, provided, HOWEVER, that the Executive Board shall have discretion to waive bond and bond any officer or subordinate officer charged with disbursement of said funds.

(e)  Officers elected each year shall assume their duties after annual state convention, at which time all books, records, funds and supplies shall be turned over to them by their predecessors.  Officers shall continue in office until their successors are duly elected and qualified.  The Executive Board may hire or appoint additional assistants as may be necessary.

Section 11. The Board of Directors of the State Association may appoint three (3) Trustees in each of the Counties of the State of Washington set forth in Article XIII Section 5, that have not been granted a County Association Charter.  The Trustees so appointed shall select one of their number to serve on the Board of Directors and shall so notify the State Association. Trustees so appointed shall hold office for a term of one (1) year or until their successors are elected and qualified, provided, HOWEVER, upon the issuance of a County Association Charter, the County Association may elect from its regular members three (3) trustees who when they have qualified shall replace at once the County Trustees appointed by the Board of Directors.  The County Association Executive Board when elected shall elect two (2) members of the County Association in good standing to serve on the Board of Directors.  One shall be the regular member of the Board and the other will serve as alternate.  The County shall so notify the State Association and the Directors shall at once replace the delegates then serving as appointed Trustees on the State Board of Directors.  In the event the delegate serving as the regular Board member is unable to attend any meeting the alternate may attend and shall be granted the same privileges as exercised by the Delegate.

Section 12.  

(a) the Fall meeting shall be the annual meeting.  A notice of time and place of this meeting and a report of the nominating committee shall be sent by the Secretary-Treasurer to the members of this Association at least fifteen (15) days before said annual meeting.  Special meetings may be called by the Executive Board.  A minimum of one (1) meeting shall be held each year.

(b) Absentee or proxy ballots are prohibited.

(c) Five (5) members shall constitute a quorum to transact business of this Association.

(d) There shall be such standing committees appointed by the Executive Board as may be needed to promote the purposes and interests of this Association.  Chairmen of the standing committees shall be appointed by the Executive Board who shall also fill vacancies in chairmanships.  The term of office of standing committee chairmen shall be for one (1) year, or until their successors are appointed.

(e) The rules contained in Robert's Rules of Order, revised, shall govern this Association in all cases to which they are applicable and in which they are consistent with these By-Laws and the Articles and By-Laws of the Washington Association of Wheat Growers.

(f) This Association may adopt their own standing rules by majority vote of the members, providing they are not inconsistent with these By-Laws and the Articles and By-Laws of the Washington Association of Wheat Growers.  Standing rules may be amended at any regular meeting by a majority vote of those members present, provided, HOWEVER, that no rules may be adopted or amended without written notice to the members of this Association at least fifteen (15) days prior to said meeting.

(g) These By-Laws may be amended at any regular meeting or at any special meeting called for that purpose, by the affirmative vote of two thirds (2/3) of the members voting thereon, provided that notice thereof has been given to the members of this Association at least fifteen (15) days prior to said meeting.

ARTICLE XIV
Compensation of Officers

Section 1. The President shall be paid a stipend each month.  This amount may be determined at the discretion of the Board of Directors, with a recommendation of amount by the budget committee .

Section 2. Other officers of the State Association may serve with compensation at the discretion of the Board of Directors, with a recommendation of amount by the budget committee .

Section 3. All officers shall be reimbursed for actual and necessary meals and lodging and travel at the current Internal Revenue Service allowance rate to and from regularly called meetings of the Corporation, and other business of the Association, upon presentation to the Secretary/Treasurer, or other disbursing officer authorized to receive same of a voucher approved by the Board of Directors.

Section 4. The Board of Directors shall have the power to determine and authorize expenses to be paid other persons acting for the Association.

ARTICLE XV
Standing Committees

Section 1. The standing committees of this Association shall be established by the Board of Directors at their annual organizational meeting.

Section 2. The County President or County Executive Board shall have the power to appoint county members to the standing committees, subject to the approval of the President and Board of Directors.

Section 3. There shall be a standing Executive Committee consisting of the President, Vice-President, Secretary/Treasurer, immediate past President, and two members to be appointed by the President with the approval of the Board of Directors, and one member elected from the Board of Directors.  This person shall be elected from within the Board of Directors at their November Board of Directors meeting, to serve the following year.

ARTICLE XVI
Order of Business

Section 1. The suggested order of business at meetings of the Board of Directors and of the annual convention is as follows:  Call to order, roll call, reading and adoption of minutes, report of officers, report of committees, communications, unfinished business, new business, election of officers, good of the organization, adjournment.

ARTICLE XVII
Procedure

Section 1. The rules contained in Robert's Rules of Order, revised, shall govern this Association in all cases to which they are applicable and in which they are  consistent with the Articles and By-Laws of this Association.

Section 2. The Articles and By-Laws of this Corporation may be amended or altered at any annual meeting of the members, or at any special meeting called for that purpose, by the affirmative vote of two-thirds (2/3) of the members voting thereon.

Section 3. The proposed changes must be set forth in the call for said meeting and must be sent to each member of this Association at least fifteen (15) days prior to said meeting or convention.

Section 4. No amendment shall ever be made to attempt to change this Corporation from a nonprofit basis.

ARTICLE XVIII
Indemnification

To the full extent permitted by the Washington Business Corporation Act, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding, whether brought by or in the right of the corporation or otherwise, by reason of the fact that he/she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer or any corporation, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding.  The Board of Directors may, at any time, approve indemnification of any person which the corporation has the power to indemnify under the laws of the State of Washington.  The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as matter of law or by contract.

Revised 1/31/84, 12/9/86, 12/8/87, 12/3/90, 12/10/91, 12/6/94, 12/4/95, 12/7/96, 12/8/98, 12/4/99

6. To provide a central means of contact with any other agencies of local, state and federal government.

7. To encourage and to promote a spirit of harmony among its members in achieving their common interest and to promote a spirit of public service and public responsibility throughout the agricultural industry.

8. To acquire by purchase, gift, device or otherwise and to own, hold, mortgage or otherwise encumber, lease, sell, assign, exchange , transfer or in any manner dispose of property, real, personal, or mixed, within or without the state of Washington.

9. To purchase or otherwise acquire, apply for, register, hold, use, sell or in any manner to grant licenses or other rights in and  in any manner deal, but not for profit, with patents, inventions, improvements, processes, formulae, trademarks, trade names, rights and licenses secured under letters patent, copyright or otherwise.

10. To enter into, make and perform contracts of every kind for any lawful purpose, but not for profit or gain, financial or otherwise, with any person, firm, association or corporation, town, city, county, body politic, state territory, government, or colony or dependency thereof.

11. To borrow money for any of the purposes of the corporation and to draw, make, endorse, discount, execute, issue, pledge or otherwise dispose of promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable, transferable or non-transferable instruments and evidences of indebtedness and to secure the payment thereof, and the interest thereon by mortgage, pledge, conveyance or assignment in trust of the whole or any party of the property of the corporation at the time owned or thereafter acquired, PROVIDED, the authority herein conferred shall not be exercised for profit or gain, financial or otherwise.

12. To have one or more offices and to conduct any or all of its operations and business and to promote its objects, within or without the state of Washington without restriction as to place or amount.

13. To do any or all of these things set forth as principal, agent, contractor, trustee or otherwise, alone or in company with others.

14. The objects and purposes specified herein shall be regarded as independent objects and purposes and, except where otherwise expressed, shall be in no way limited or restricted by reference to or inference from the terms of any other clause or paragraph hereof.

15. The foregoing shall be construed both as objects and powers and the enumeration thereof shall not be held to limit or restrict in any manner the general powers conferred on this corporation by the laws of the State of Washington.

ARTICLE III

The principal office of this Corporation in the state of Washington shall be Ritzville, Adams County, Washington.

ARTICLE IV

The duration of this Corporation shall be perpetual.

ARTICLE V

Board of Directors

1. The officers and governing body of this Association shall be known as the Board of Directors and shall consist of the President, Vice-President, the Secretary/Treasurer, the Immediate Past President, and one member of each County Association having a charter granted to it by this Association.

2. The President, Vice-President and Secretary/Treasurer shall be elected by the members of the Association, the said elected officers to serve for a period of one year, or until their successors shall be elected and qualify.  The county representatives to the Board of Directors shall be elected as specified in the By-Laws.

3. Each member of the Board of Directors shall have one (1) vote.

4. Each member of the Board of Directors shall be a regular member of this Association as defined in these Articles. 

ARTICLE VI
Membership

1.  There shall be two (2) classes of members, to be known as Regular Members and Associate Members.

2.  A Regular Member is any owner or operator of wheat lands who produces at least five hundred (500) bushels of wheat for sale or use in the state of Washington may become a regular member of the Association by paying the annual membership dues as specified in the current Resolutions, provided, however, that if any question of membership shall arise concerning any individual or person, the Board of Directors shall have the authority to accept applications and grant regular memberships to such individuals or persons, if, in the opinion of the Board of Directors such individuals or persons qualify as bona fide wheat growers.

3.  Every regular member shall be entitled to one (1) vote.

4. An Associate Member is any person who is interested in the welfare of the wheat growing industry and shall be entitled to become an Associate Member of the Association by paying the annual membership dues specified by the current Resolutions.

5. Members of the Institute of Agricultural Sciences, United States Department of Agriculture, State Department of Agriculture, and others, may be made and become Associate Members without payment of dues at the discretion of the Board of Directors.

1. An Associate Member shall never have any right to vote.
2. Only individuals are eligible for lifetime membership, there are no corporate lifetime memberships.

ARTICLE VII
Dissolution

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (5) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose.

CERTIFICATE

WE, the undersigned, being the President and Executive Director of the Washington Association of Wheat Growers for the purpose of amending the Articles of Incorporation of said Association in accordance with the provisions of the laws of the State of Washington (RCW 2408) do hereby certify that the attached Amended Articles of Incorporation were duly and regularly approved by the members of said Association in regular convention assembled in Spokane, Washington, on the 11th day of December, 1956 by the affirmative unanimous vote of said convention at which a quorum of the members was present, after due and legal notice of the proposed amendment had been given to all members entitled to vote thereon in accordance with the By-Laws of the Association.



VERNE BARBRE                                                                                  President

Attest:  IVAN PACKARD                                                                        Executive Director

STATE OF WASHINGTON,

County of Adams.

On this 31st day of January, 1957, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Verne Barbre and Ivan C. Packard, to me known to be the President and Executive Director, respectively, of the Washington Association of Wheat Growers, the corporation that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute the said instrument and that the seal affixed is the corporate seal of sad corporation.

Witness my hand and official seal hereto affixed the day and year in this certificate above written.

            (Seal)

LEONARD F. JANSEN

Notary Public in and for the State of Washington, residing at Ritzville.

BY-LAWS of the
WASHINGTON ASSOCIATION OF WHEAT GROWERS

ARTICLE I
Name and Place

Section 1. The name of this association shall be the Washington Association of Wheat Growers.

Section 2.   Its principal office shall be at Ritzville, Adams County, Washington.