Exhibit 3.8
SECOND AMENDED AND RESTATED BYLAWS
OF
WISCO FARM COOPERATIVE
BYLAW 1
Name
1.01 Name. The name of this cooperative shall be WISCO FARM COOPERATIVE.
BYLAW 2
Location
2.01 Principal Office. The principal office shall be located at 450 North
CP Avenue in Lake Mills, Jefferson County, Wisconsin, 53551. Its mailing address
shall be P.O. Box 753, Lake Mills.
2.02 Other Offices. Other offices for the transaction of business shall be
located at such place as the Board of Directors may from time to time determine.
BYLAW 3
Membership
3.01 Designation. There shall be two classes of members in this
cooperative: Class A members and Class B members.
3.02 Class A Members.
a. Qualifications: Class A members may be any natural person, partnership
or corporation.
b. Requirements:
1. Class A members must own at least fifteen (15) shares of Common
Stock of this cooperative; and
2. Class A members must comply with any and all applicable laws, and
any further requirements set by the Board of Directors, including
the signing of all appropriate documents.
c. Incidents of Class A Membership.
1. Class A members shall have the right to purchase shares of Common
Stock in the cooperative, and to vote.
2. Class A members shall be entitled to receive as patronage refunds
any stock dividends which the Board of Directors, in its discretion,
issues.
3. Class A members may transfer their capital stock to any person,
partnership or corporation.
3.03 Class B Members.
a. Qualifications.
1. Class B members must be a person, partnership, corporation or
association of dairy farmers that produces butter, cheese or
other dairy products for storage and/or shipment.
2. Class B members must have regularly available at least
10,000,000 gross pounds annually of butter, cheese or other
dairy products which are to be stored or shipped through this
cooperative.
b. Requirements.
1. Class B members must have a valid and existing written
"Member's Storage and Transportation Agreement" with this
cooperative which provides for the storage and transportation
of a substantial quantity of their dairy farm products.
2. Class B members must own at least one (1) Capital Equity
Certificate at $100 per certificate.
3. Class B members must comply with any and all applicable state
and federal laws, and with any further requirements set by the
Board of Directors, including the signing of all appropriate
documents.
c. Incidents of Class B Membership.
1. Class B members shall have the right to access to the storage
and transportation facilities and services of this cooperative
pursuant to the right to enter into a "Member's Storage and
Transportation Agreement" with this cooperative.
2. Class B members shall have the right to a physical inventory
of their dairy farm products taken by the cooperative at no
charge, with a maximum of two inventories per year.
3. Class B members shall have the right to purchase Capital
Equity Certificates at $100 per certificate, and shall have
the right to any patronage refunds to which such certificates
entitle them under the Articles and Bylaws of this
cooperative.
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4. Class B members shall not have the right to vote.
3.04 Class A and B Methods of Acceptance.
a. Members are to be accepted at the sole discretion of the Board. The
Board shall have the conclusive right to determine the qualifications required
for membership at any time, both for the purposes of accepting a member and
termination of membership.
b. This cooperative may issue a certificate of membership to each member
which shall be in such form as may be prescribed by the Board of Directors.
c. Class B membership shall not be transferable.
3.05 Class A and B Method of Termination. A member shall automatically
cease to be a member and lose the right to vote in this cooperative when, as
determined by the Board of Directors, it ceases to meet any of the above
qualifications or requirements.
BYLAW 4
Meetings
4.01 Regular Meetings. Regular meetings of the members, if any, shall be
held on the date and at the time and place fixed by the president or the Board.
At any regular meeting there shall be an election of qualified successors for
directors who serve for an indefinite term. Any business appropriate for action
by the members may be transacted at a regular meeting. Regular meetings may be
held no more frequently than once per year.
4.02 Notice. Not less than seven (7) nor more than thirty (30) days before
each regular meeting, written notice of the time and place of the meeting shall
be given to the members personally or by mail to their last known addresses as
shown on the cooperative records; or a meeting may be held on written waiver of
notice signed by all the members.
4.03 Special Meetings. a. The president may call a special meeting of the
cooperative upon giving notice to the members in the manner herein described for
a regular meeting, except that the notice shall also specify the purpose of the
special meeting. A special meeting may also be called upon written waiver of
notice signed by all Class A members.
b. Upon written demand signed by one Class A member, the president shall
call a special meeting for the purpose to which the demand relates, in the
manner herein described.
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4.04 Quorum. A quorum at a regular or special meeting shall be a majority
of all members. Members represented by signed vote may be counted in computing a
quorum only on those questions as to which the signed vote is taken.
4.05 Voting. Each Class A member is entitled to one and only one vote on
each question. Class B Members are not entitled to vote. Voting by proxy is not
allowed in the cooperative, but Class A members may submit a signed vote on a
ballot which sets forth exact questions to be voted upon.
4.06 Order of Business. The order of business at regular meetings and so
far as applicable at other meetings of the members shall be substantially as
follows:
a. Roll call or registration.
b. Proof of due notice of meeting or waiver of notice.
c. Reading and disposal of unapproved minutes.
d. Reports of officers and committees.
e. Unfinished business.
f. New business.
g. Election of directors.
h. Adjournment.
4.07 Rules of Order. Meetings of the members and of the Board of Directors
shall be conducted according to and governed by Roberts Rules of Order (Revised)
except as otherwise provided in these Bylaws or as waived by agreement at the
meeting.
4.08 Unanimous Consent Without Meeting. Any action required or permitted
by the Articles of Incorporation or Bylaws or any provision of law to be taken
by the members at a meeting or by resolution may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
persons who are currently members of the cooperative and entitled to vote on
such action.
BYLAW 5
Board of Directors
5.01 Number. The Board of Directors shall consist of three (3) directors.
5.02 Term. Each director shall hold office until the member meeting next
held after his election, until his successor shall have been elected and shall
qualify, or until he shall resign or shall have been removed as hereinafter
provided.
5.03 Election. Class A members shall elect the directors at each regular
meeting.
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5.04 Removal. Except as may otherwise be provided by Chapter 185 of the
Wisconsin Statutes, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the Class A
members entitled to vote at an election of directors.
5.05 Vacancies. Whenever any vacancy shall occur in the Board of Directors
by death, resignation, increase in the number of directors or otherwise, such
vacancy shall be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum, of the Board of Directors. If, after such
resignation, no director remains, then the vacancy may be filled by a majority
vote of the members at a special meeting called for the purpose of such
election. A director so elected to fill a vacancy shall be a director until his
or his successor is elected by the members, who may make such election at the
next regular meeting or at any special meeting of such members called for that
purpose.
5.06 Meetings. Meetings of the Board of Directors may be held from to time
at such time and place as the Board of Directors may determine. The president
may call additional meetings at any time and shall be obliged to call such
meetings upon demand of a majority of the directors, or upon demand of the
manager.
5.07 Notice. One day prior written notice of all directors' meetings shall
be given to each director, or a meeting may be held on written waiver of notice
signed by all the directors.
5.08 Quorum and Board Actions. A majority of the directors shall be a
quorum at a Board of Directors meeting, but a lesser number may adjourn to
another time upon giving notice to the absent members of the time and place of
the adjourned meeting. Only those acts ratified by a majority vote of the
directors present at a meeting at which a quorum is present shall be an act of
the Board of Directors.
5.09 Unanimous Consent Without Meeting. Any action required or permitted
by the Articles of Incorporation or Bylaws or any provision of law to be taken
by the Board of Directors at a meeting or by resolution may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors then in office.
5.10 General Powers and Duties, Management, Records, Reports. The
directors shall control the affairs and business of the cooperative. They shall
have installed and maintained an adequate accounting system and require proper
records of all business transactions to be kept and audited, and reports to be
made to the Secretary of State and other officials annually or
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otherwise as required by law. Records shall include patronage by each holder of
each class of stock and capital investment of each member class by each member.
5.11 Compensation. The Board of Directors is authorized to establish the
per diem, mileage and reimbursement for all reasonable and necessary expenses as
compensation for directors incurred in performing the duties of their office.
5.12 Employees. a. The directors shall employ a manager who shall have
general charge of the ordinary and usual business operations of the cooperative
under and subject to general policies established by the directors. The duties
of the manager shall include attendance at meetings of the Board of Directors,
except that he may be excused when his salary is under review.
b. The directors shall fix the compensation for the manager and the limits
within which compensation may vary for all other employees.
5.13 Bonds. The directors may require every officer, manager and employee
to whom funds or other property of the cooperative are entrusted, or who is
empowered to disburse or authorize the disbursement of its funds, or is charged
with making or keeping its records, to furnish at cooperative expense a bond in
such amount as the directors shall determine.
5.14 Insurance. The directors shall provide for the adequate insurance of
the property of the cooperative and property in its possessions or stored by it,
and not otherwise adequately insured, and for adequate insurance covering
liability to employees and the public subject to annual review.
5.15 Corporate Seal. The Board of Directors may adopt, alter or abandon
the use of the corporate seal.
BYLAW 6
Officers
6.01 Election. The directors, at their annual meeting, shall elect a
president and one or more vice-presidents. They shall also elect a secretary and
a treasurer or secretary-treasurer. The term of each officer shall be for one
(1) year, or until his successor is elected and qualified. The directors may
elect such other officers as they deem necessary.
6.02 Procedure. Officers shall be elected by a unanimous vote of the
directors.
6.03 Removal. Officers are not subject to removal during their term of
office except upon cause after hearing.
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6.04 Duties. Each officer shall perform the duties which usually and
customarily are ascribed to his office, and such as are described by law. The
Board of Directors may delegate some of the duties of the secretary and the
treasurer, or secretary-treasurer, to an employee or employees of the
cooperative.
6.05 Check Signing. All checks, notes, bills of exchange and other
instruments calling for the payment of money which shall be issued by the
cooperative shall be signed by such officers or employees as the Board of
Directors may from time to time designate.
6.06 Compensation. The Board of Directors may set the compensation for
officers.
BYLAW 7
The President and the Manager
7.01 Other Business Forbidden. Neither the president nor the manager shall
engage in business of like nature to that of the cooperative or be employed by
anyone else in such a business.
7.02 General Powers and Duties. The president and the manager shall have
general charge of the ordinary and usual business operations of the cooperative,
under and subject to the direction, approval and control of the directors.
7.03 Accounts. The president shall be required to maintain his records and
accounts in such manner that the condition of the business may be correctly
ascertained therefrom at any time. He shall render annual and periodical
statements in the form and manner prescribed by the directors. He shall
carefully preserve all books, documents, correspondence and records of whatever
kind pertaining to the business which may come into his possession.
7.04 Help. The manager may employ and discharge help, subject to the
general employment policies established by the Board of Directors.
7.05 Funds. The manager shall handle and account for, in the manner and
form prescribed by the president and directors, all money and other property
belonging to the cooperative which shall come into his possession.
BYLAW 8
Net Proceeds
8.01 Arriving at the Net Proceeds. At least once annually the directors
shall determine from the total proceeds the net proceeds by making the following
deductions:
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a. All operating expenses and costs;
b. The cost of supplies, commodities, equipment and other property or
service procured or sold for patrons;
c. The cost of services performed for patrons;
d. All taxes and all other expenses;
e. Reasonable and necessary reserves for depreciation, depletion and
obsolescence of physical property, doubtful accounts and other valuation
reserves, all of which shall be established in accordance with usual and
customary accounting practices.
The remainder of the total proceeds after the foregoing deductions are
"net proceeds."
8.02 Distribution of Net Proceeds. The net proceeds shall be distributed
and paid as follows:
a. A share of the net proceeds may be set aside for or paid to officers or
employees, or both. Such amount shall, pursuant to Section 185.45(2)of the
Wisconsin Statutes for all purposes except the computation of net proceeds, be
deemed an expense of operation of the cooperative.
b. Dividends may be paid on common stock as authorized by the Articles.
c. The remainder of the net proceeds shall be distributed as follows:
1. Any of the net proceeds may be credited to allocated or
unallocated surplus reserves; or reasonable reserves for necessary purposes may
be created which may be credited to member patrons in accordance with the ratio
which their patronage bears to total patronage;
2. All the remainder of the net proceeds shall be distributed to
member patrons only in accordance with the ratio which their patronage bears to
total patronage;
3. Distributions to member producers of dairy farm products, or
associations thereof, may be in the form of equity capital credits and
certificates rather than cash.
BYLAW 9
Capital Structure
9.01 Capital. This cooperative shall be so operated that the current and
active member patrons will furnish money for capitalizing the cooperative.
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9.02 Evidence. The capital furnished by member patrons shall be evidenced
by the certificates set forth in the Articles of Incorporation (Article IV) and
by the issuance of credits in capital ledger accounts to the patron annually by
written notice.
9.03 Revolving Capital. The capital, however evidenced, may be revolved
from time to time as funds are determined by the Board of Directors to be
available for that purpose.
9.04 Transfers and Retirement. a. All forms of evidence of capital
ownership shall be transferable only on the books of the cooperative. Capital
furnished by members shall be retired fully or on a pro rata basis only at the
discretion of the Board of Directors in the same order as originally issued by
years. The Board of Directors shall also have the power to, at any time, pay off
and retire any form of evidence of capital ownership held by individual owners
to compromise or settle a dispute, to assist in the settling of any estate in
probate, or in bankruptcy or otherwise when such action appears advantageous to
the cooperative.
b. When purchasing or retiring any form of evidence of capital ownership,
the cooperative, in making payment therefor, may deduct any sum owing to it by
the holder.
9.05 Conditions. Every form of certificate issued to evidence any capital
ownership shall be subject to such terms and conditions, not inconsistent with
the Articles of Incorporation and these Bylaws, as may be prescribed from time
to time by the Board of Directors. Such terms and conditions shall appear on the
certificate.
9.06 Patron's Tax Obligation on Patronage Refunds. a. Each person who
hereafter applies for and is accepted to membership in this cooperative and each
member of this cooperative on the effective date of these Bylaws who continues
as a member after such date shall, by such act alone, consent that the amount of
any distributions with respect to his patronage occurring for fiscal years
commencing after December 31, 1962, which are made in written notices of
allocation (as defined in Title 26, United States Code, Section 1388) and which
are received by him from the cooperative, will be taken into account by him at
their stated dollar amounts in computing gross income in the manner provided in
Title 26, United States Code, Section 1385(a), in the taxable year in which such
written notices of allocation are received by him.
b. This provides that each member of the cooperative who retains his or
its membership after the adoption of this Bylaw or becomes a member after
adoption of this Bylaw, consents that any patronage distributions with respect
to his patronage occurring after a specified date, which are made in written
notices of
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allocation in accordance with the Internal Revenue Code as amended by the
Revenue Act of 1962, will be included in his or its income at their stated
dollar amounts.
9.07 Losses. In the event the cooperative suffers a loss in any year, the
Board of Directors shall prescribe the basis on which the capital furnished by
the patrons shall be reduced on account of any such loss so that it will be
borne by the patrons on a basis deemed equitable by the Board of Directors.
BYLAW 10
Fiscal Year
10.01 The fiscal year of this cooperative shall end on the Saturday
nearest to December 31.
BYLAW 11
Amendment of Bylaws
11.01 Any Bylaw may be adopted, amended or repealed by a unanimous vote at
any regular member meeting, or at any special meeting where a statement of the
nature of the amendment has been contained in the notice of such special
meeting.
11.02 The Board may not alter or repeal any Bylaw adopted by the members
of the cooperative, but may by unanimous vote adopt additional Bylaws in harmony
therewith. Any Bylaw adopted by the Board shall be reported at the next regular
member meeting.
These Bylaws were amended by the voting members of the cooperative on May 17,
1989.
/s/ John D. Reedy
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John D. Reedy
Vice President/Finance
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