ARTICLES OF INCORPORATION

This association is composed of patrons engaged in the production of agricultural products together to form a non-profit cooperative association under the provisions of the Cooperative Marketing Act, K. S. A. Chapter 17, Article 16, as originally incorporated June 26, 1915.

ARTICLE I

The name of this association is Beattie Farmers Union Cooperative Association.

ARTICLE 11

The location of the registered office of the association is Beastie, Marshall County, Kansas.

ARTICLE 111

The name and address of the resident agent of this association in this state is the Beastie Farmers Union Cooperative Association, Beastie, Marshall County, Kansas.

ARTICLE IV

The purposes for which this association is formed are: (1) to engage in any activity in connection with the marketing or selling of agricultural products of its members, or with the harvesting, threshing, milling, preserving, drying, processing, panning, packing, storing, handling. shipping, or utilization thereof, or with the manufacturing or marketing of the byproducts thereof; (2) to manufacture, sell or supply to its members and other patrons with products, machinery, equipment or supplies, appliances and services and to engage in any activity in connection therewith; (3) to do a public warehousing business and engage in interstate commerce; (4) to engage in the financing of 'he above state activities; (5) to deal in the products of nonmembers; manufacture, sell or supply to nonmembers services, products, machinery, equipment or supplies, whether or not supplied to members; and otherwise engage in business with nonmembers; provided that the association shall not market, handle, process, store, or deal in the products of nonmembers; manufacture, sell or supply to nonmembers services, products, machinery, equipment or supplied, whether or not supplied to members; and otherwise engage in business with nonmembers, or handle supplies for nonmembers' to an amount greater in value than such as are handled by the association for members; and (6) to engage in any lawful business activity which may be undertaken by farmers' cooperatives, provided however, that this association shall not engage in the banking business.

ARTICLE V

The term of this association shall be perpetual.

ARTICLE VI

Section 1 . The number of directors of this association shall be not less than five (B) nor more than eleven (11 ), as shall be provide in the Bylaws of this association, and directors shall serve terms of three (3) years, PROVIDED HOWEVER, that the terms of the directors for the purpose of changing the number of directors may be less than three (3) years, as conclusively established by the Bylaws of this association and any amendments thereto.

Section 2. From and after the effective date of this Article no member or stockholder of this association may threaten, make, or assert any claim for monetary damages for breach of fiduciary duty against any present or past director of this association for any act or omission occurring after such effective date, provided however, that the foregoing limitation of director liability shall not eliminate or limit the liability of any such director (a) for any breach of the director's duty of loyalty to the corporation or its members or stockholders, (b) for any action or omission not in good faith or which involves intentional misconduct or a knowing violation of law, (c) for any unlawful payment of dividends or other violations of the provisions of K.S.A. 17-6424 and amendments thereto or (d) for any transaction from which such director derived an improper personal benefit.

ARTICLE VlI

Section 1. The capital stock of this association shall be $10,000,000.00 and shall be divided into 100,000 shares of common stock, with a par value of $ 10.00 per share; and 850,000 shares of preferred stock, with a par value of $10.00 per share, and 50,000 shares of participating stock, with a par value of $10.00 per share.

Section 2.  The common stock of this association may be purchased, owned or held only by producers of agricultural products and cooperative associations organized under the Kansas Cooperative Marketing Act, who shall patronize the association in accordance with uniform terms and conditions prescribed thereby, and only such persons shall be regarded as eligible members of the association.  In the event the Board of Directors shall find, following a hearing, that any of the common stock of this association is held by or has come into the hands of any person who is not eligible member, such persons shall have no rights or privileges on account of such stock or vote or voice in the management or affairs of the association (other than the right to participate in accordance with law in the case of dissolution), and the association shall have the right to cancel any such stock on the books and records of the association and issue in lieu thereof participating stock with a par value equal to the par value of any stock so canceled.  The common stock of this association may be transferred only with the consent of the board of directors and on the books of the association, and then only to persons eligible to hold the same, and no purported assignment or transfer shall pass to any person not eligible to hold the same rights or privileges on account of such stock or vote or voice in the management or affairs of the association.  Each eligible holder of common stock shall be entitled to only one vote in any meeting of the stockholders, regardless of the number of shares of stock owned.  This association shall have a lien on all its issued common 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.  Dividends at a rate not exceeding the limitations of the Bylaws may, at the discretion of the Board of Directors, be paid on outstanding common stock. Each certificate of common stock shall have the foregoing provisions of this section printed thereon.

Section 3. The preferred 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 this association in accordance with the bylaws of this association. Dividends at a rate not exceeding the limitations of the Bylaws may, at the discretion of the Board of Directors, be paid on outstanding preferred stock. Preferred 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 lees, 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 preferred stock for all indebtedness of the holders thereof to the association, which lien may be exorcised only at the discretion and direction of the Board of Directors. Upon the dissolution or distribution of the assets of this association, preferred stock shall be entitle to priority over common stock, participating stock or over any distribution on account of any non stock capital accounts or orbits, including but not limited to stock credits, ledger credits, revolving fund credits, per unit retained nonqualified allocation credits and other book credits for which provision is made in the Bylaws, PROVIDED HOWEVER, that upon such dissolution or distribution, the holders of preferred stock shall be entitled to receive the par or book value thereof, whichever is less. Notwithstanding any other provision in these Articles of Incorporation