Ag Ventures Alliance Cooperative

AMENDMENT TO ORIGINAL BYLAWS

AG VENTURES ALLIANCE COOPERATIVE

A Cooperative Association Organized Under

Chapter 501 of the Iowa Code

First adopted amendment to Section 3.02 of the Original Bylaws were Approved On June 10, 2011 by Board of Directors

Under Iowa Code 501.204

AG VENTURES ALLIANCE COOPERATIVE

PROPOSED RESOLUTIONS OF THE BOARD OF DIRECTORS

RATIFICATION OF PRIOR ACTIONS

WHEREAS, Section 3.02 of the Cooperative’s Amended and Restated Bylaws provides that “No director may serve more than nine (9) consecutive years and be eligible for election or appointment as a director without being off the Board of Directors for at least one year.” (the “Term Limits Restriction”); and

WHEREAS, through a mutual mistake, the Directors and the officers of the Cooperative have not applied the Term Limits Restriction when selecting incumbent Directors to stand for re-election to the Board of Directors and, as a result, since 2008 certain members of the Board of Directors have been elected by the members and have served on the Board of Directors in violation of the Term Limits Restriction; and

WHEREAS, although the Cooperative’s records do not provide sufficient detail for a definitive determination, the members of the Board of Directors do not believe that any resolutions, approvals or actions previously taken were adopted in a vote of the Board of Directors determined by the vote of any member serving on the Board of Directors in violation of the Term Limits Restriction;

WHEREAS, the Board of Directors has determined that it is in the best interests of the Cooperative and its members that there be no doubt regarding the due authorization and validity of actions previously taken by the Cooperative’s Board of Directors;

NOW, THEREFORE, the Directors take the following actions and adopt the following resolutions:

RESOLVED, that the resolutions, approvals, actions, transactions and agreements approved and adopted by the Cooperative’s Board of Directors in the period between January 7, 2008 and June 10, 2011 are hereby ratified and affirmed in all respects.

FURTHER RESOLVED, that any and all actions taken prior to the date hereof by a) the Directors, b) those participants on the Board of Directors who were elected in violation of the Term Limits Restriction, and c) the officers of the Cooperative and related to the resolutions, approvals, actions, transactions and agreements approved and adopted by the Cooperative’s Board of Directors in the period between January 7, 2008 and June 10, 2011 are hereby ratified and affirmed in all respects.

APPROVAL OF THE AMENDMENT OF SECTION 3.02 OF THE

THE COOPERATIVE’S AMENDED AND RESTATED BYLAWS

WHEREAS, the Term Limits Restriction found in Section 3.02 of the Cooperative’s Amended and Restated Bylaws provides that “No director may serve more than nine (9) consecutive years and be eligible for election or appointment as a director without being off the Board of Directors for at least one year.” ; and

WHEREAS, the Board of Directors has previously sought members of the Cooperative interested in standing for election to the Board of Directors and has generally been unsuccessful in attracting new prospective members of the Board of Directors; and

WHEREAS, the members of the Board of Directors believe that the continued application of the Term Limits Restriction is not in the best interests of the Cooperative or its members, as it prohibits qualified and experienced members of the Board of Directors from continued service on the Cooperative’s Board of Directors;

NOW, THEREFORE, the Directors take the following action and adopt the following resolution:

RESOLVED, that the Cooperative’s Amended and Restated Bylaws shall be, and hereby are, amended by the deletion of the ninth sentence of Section 3.02, which deleted sentence constitutes the Term Limits Restriction through the following language:

“No director may serve more than nine (9) consecutive years and be eligible for election or appointment as a director without being off the Board of Directors for at least one year.”

Effective upon the adoption of the foregoing amendment of the Cooperative’s Amended and Restated Bylaws, such Bylaws shall not contain any restriction or limitation on the number of terms or years during which a member of the Board of Directors may stand for election and serve as a member of the Board of Directors.

BOARD OF DIRECTOR VACANCIES

WHEREAS, those members of the Board of Directors whose election did not violate the Term Limits Restriction believe that those members who stood for re-election to the Board of Directors and were elected by the Cooperative’s members in violation of the Term Limits Restriction

a) contribute to the effective operation of the Board of Directors and b) have been freely selected by the Cooperative’s members as representatives to serve on the Board of Directors;

NOW, THEREFORE, the Directors take the following action and adopt the following resolution:

RESOLVED, that seats on the Board of Directors currently held by Don Hofstrand, Al McGregor, Hertz Farm Management, Keith Gelder, and Mike Branstad are hereby deemed to be vacant seats and, pursuant to Section 3.09 of the Cooperative’s Amended and Restated Bylaws, Don Hofstrand, Al McGregor, Hertz Farm Management, Keith Gelder, and Mike Branstad are hereby elected by the remaining members of the Board of Directors to fill such vacant seats for the unexpired term associated with each such seat on the Board of Directors.

General authorizations

FURTHER RESOLVED, that any officers of the Cooperative, on behalf of the Cooperative, be and hereby are, authorized, empowered and directed to take any and all actions necessary, proper or advisable to complete or effect the resolutions adopted hereby, on such terms as any such officer of the Cooperative shall deem appropriate, and to execute, on behalf of the Cooperative, any and all other documents necessary, proper or advisable to carry out the purposes of the resolutions adopted hereby, all without further approval of the Directors.

FURTHER RESOLVED, that the Directors or any officer of the Cooperative are authorized to certify to the adoption of these resolutions and, in the discretion of the Board of Directors, to provide certified copies of such resolutions and any other resolutions to any member of the Cooperative or to any party doing business in any way with the Cooperative.

Certificate of Evidence

For adopted amendments to AgVA’s Bylaws

“The undersigned, being the Vice President of the Board of Directors of Ag Ventures Alliance, does hereby certify that the attached amended bylaws were adopted and approved by the Board of Directors at a special Board meeting held on June 10, 2011.”

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