BY-LAWS OF SHOW-ME DAIRY, INC. Approved August 25, 1997

Section 2. Classes of Membership. There will be two classes of membership: voting and associate (non-voting). These classes are defined as follows:

a) Voting Member: The delegate of an economic development entity, including cooperative, corporation, association or interested individual living in Missouri that is not a state or federal government agency.

b) Associate (Non-Voting) Member: State and federal government agencies, higher educational institutions, and other individuals or entities located outside the state of Missouri.

Section 4. No member will individually be liable or responsible for any debts or liabilities of SHOW-ME DAIRY, INC.

Section 5. Organizational membership will be in the name of the person(s) and qualifying organization, but will remain the property of the qualifying organization. Individuals may choose to be members of SHOW-ME DAIRY, INC., without organizational sponsorship. Individual memberships remain the property of the individual regardless of organizational affiliation.

Section 6. The membership period will be from January 1 through December 31 of each year.

each voting member organization which pays the assessed organization member dues shall be entitled to appoint one director

one director shall be chosen for each ten individual dues paying voting members by said individual dues paying voting members.

Additionally, the following non-voting individuals or their designees shall be entitled to sit on the Board of Directors:

Vice-President, University Extension, University of Missouri;
Director, Missouri Department of Agriculture; and Director,
Department of Economic Development.

At the first Board meeting following the member annual meeting the Board of Directors shall elect from the elected Directors the following officers: President, Vice-President, Secretary and Treasurer.

Section 2. Directors. Any director will be eligible for re- election. Directors shall, upon election, immediately begin the performance of their duties. They will continue in office until their successors are duly elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an unexpired term. In the event a director is unable to fulfill an elected term, the President may appoint a successor to fulfill the unexpired term. The successor would begin performance of duties upon appointment by the President.

Section 3. Election and Term of Office. The elected members of the Board of Directors must be voting members and be elected by the membership of SHOW-ME DAIRY, INC. at the annual meeting by a simple majority vote of voting members present. Additionally,

a) The term of office for all Board officers will be one year.

b) All nominations for executive officers are the responsibility of the Nominating Committee. Elections will take place at the annual meeting.

c) If three-fourths of the total Board of Directors vote to do so, any officer or director may be removed from office.

d) Nominations for the Board of Directors may be made from the floor at the annual meeting by a voting member. Should the number of nominations for director exceed the number of open positions, the nominees receiving the most votes at the annual meeting will be elected.

e) A vacancy will exist should an officer cease to be a voting member or be unable to serve during a term of office.

Section 5. Duties of the Vice-President. In the President's absence or inability to act or refusal to act, the Vice-President will preside.

Section 6. Duties of the Secretary. The Secretary will:

a) Keep the minutes of the meetings of the members;

b) Keep a register of the names, post office addresses, and all other contact/communications data of all members, and

c) Keep on file at all times a copy of these by-laws together with all amendments and other policies of SHOW-ME DAIRY, INC. available for inspection by any member.

Section 7. Duties of the Treasurer. The Treasurer will:

a) Have charge and custody of and be responsible for all funds of SHOW-ME DAIRY, INC.;

b) Be responsible for the receipt of monies and the issuance of invoices for monies due and payable to SHOW-ME DAIRY, INC. from any source whatsoever, and for the deposit of all such monies in the name of SHOW-ME DAIRY, INC. in such bank or banks as the Executive Committee shall select;

c) Make payments and appropriate funds as authorized by the Executive Committee; and

d) Have authority to sign checks in the name of the corporation. Any check over $1,000.00 shall be co-signed. Individuals authorized to sign checks include the members of the Executive Committee or other signers approved by the Executive Committee.

a) The Executive Committee will have the authority to declare an emergency between meetings and direct the Secretary to take a vote of the membership by mail on any matter which is of such urgent nature it should not be postponed until the next regular meeting for the membership. Such emergencies could include, but are not limited to, amendments to the by-laws, removal of an officer from office, or any type of business necessary to be conducted between meetings.

b) The Executive Committee will review all contractual and non- contractual programs pertaining to SHOW-ME DAIRY, INC. and should plan the program for the annual meeting.

Section 2. The Audit Committee. The Audit Committee will consist of three Directors elected at the first Board of Directors meeting following the annual membership meeting to review the Treasurer reports throughout the year. The Audit Committee will prepare a report to be presented to the membership at the next annual meeting and before the election of officers.

Section 3. Nominating Committee. The President, with the concurrence of the Executive Committee, will appoint a Nominating Committee of three or more voting members to nominate candidates for any open office. The Nominating Committee will meet before the annual meeting. The Nominating Committee will notify the Secretary in writing of its slate of nominee(s) before the annual meeting. It will present its recommendation(s) during the business portion of the annual meeting for approval by the membership.

Section 4. Term of Appointment. Section 4. Term of Appointment. Unless otherwise specified, all committee appointments shall be for one year.

Section 2. Board Meetings. A Board meeting will be held immediately following the annual membership meeting. Additional Board meetings may be necessary for the conduct of business of SHOW- ME DAIRY, INC. and will be called by the President at his or her discretion or upon written request of at least three Board members. The Board of Directors will be notified of the time and place of Board meetings. The Board may meet through the use of conference telecommunications.

Section 3. Special Meetings. The Executive Committee will provide notice of special meetings by U.S. mail, by fax, or by E-mail, confirmed receipt.

Section 4. Membership Voting. All votes will pass on a simple majority of those voting members present at meetings.

Section 5. Quorum. A quorum of ten percent (10%) of the members shall be necessary to convene a membership meeting. A quorum of a majority of the Directors shall be necessary to convene a meeting of the Board of Directors.

Section 2. Fees. Registration fees, as deemed necessary by the Executive Committee and specified in the Notice of Meeting, will be paid no later than registration at that meeting.

Section 2. Form. All proposed amendments of these by-laws will be submitted in writing to the Secretary.

Section 3. Membership Reporting. The Board shall notify the membership of any amendments to the by-laws at the next-in-time membership meeting following adoption of amendments to the by-laws.

Section 4. Policies. Operating policies may be established, approved or amended by a simple majority vote of the entire Board of Directors for the conduct of SHOW-ME DAIRY, INC. business.

Revised 2000