2004 AMENDED AND RE-STATED BY-LAWS
OF

MONTANA FOOD DISTRIBUTORS ASSOCIATION

Adopted by Board of Directors
Helena, Montana
October 13, 2004

WHEREAS, this Association was organized and chartered as a non-profit corporation by the State of Montana on July 17, 1939, to promote the advancement of the science, efficiency, improvement, and sanitation of food distribution and to promote the economic civil, and social welfare of food distributors and their employees and consumers of food within the State of Montana.

NOW THEREFORE, by unanimous vote of the Board of Directors of this Association and those members present on October 23, 2002 and pursuant of Article IX of the By-Laws of this non-profit Montana corporation as adopted March 14, 1939, as hereby amended and re-stated and whose Articles of Incorporation authorize it to do business in the State of Montana and have perpetual existence and continuing succession since its charter was issued July 17, 1939, do hereby re-state and amend the By-Laws of this non-profit organization to read: in total and effective, immediately as follows:

Article I – Membership

Section 1. The membership of the Association shall consist of such persons, firms, or corporations as are engaged in food merchandising and who apply for membership and agree to pay the dues in the manner herein provided. Members shall consist of Grocery Retailers, Major Grocery Warehouses, Distributors, Brokers, Processors, Equipment Suppliers, Wholesalers, Manufacturers, and companies engaged in the Food Industry or contributing products, equipment, and services to the food industry, (not to be construed as a single or minimal number of retailers).

Section 2. There shall be no limitation of the number of members.

Section 3. Application for membership shall be in writing upon the forms prescribed by the Board of Directors. Each application for membership shall be accompanied by a check for the year’s dues, as set by the Board of Directors.

Section 4. Upon admission, every member shall be bound to comply with the constitution and By-Laws of this Association.

Section 5. Membership in the Association shall be forfeited by non-payment of dues.

Section 6. Application for membership and acceptance or rejection shall be at the discretion of the majority of the Board of Directors.

Section 7. At any meeting of members, each member shall be entitled to one vote and may vote either in person or by proxy.

Article II – Board of Directors

Section 1. The Board of Directors is to consist of a minimum of eight (8) and a maximum of sixteen (16) directors. The Articles of Incorporation issued July 17, 1939 do not provide that a change in the number of directors need be made by amending the Articles of Incorporation. Only amending these By-Laws is necessary and future increases or decreases in the Board maybe established by a majority vote of the Board.

Section 2. The operation and management of the Montana Food Distributors Association shall be lodged in the Board of Directors. Each Director shall be a member or member’s representative, all of whom must be actively engaged in business in the State of Montana. A majority of the directors duly elected must be retail grocers actively engaged in business in the State of Montana. All Directors must be members of the Association in good standing.

Section 3. The Board of Directors shall have these powers and duties, in addition to any other powers granted by law:

To call special meetings of the membership whenever they deem it necessary.

To appoint and remove from office, wherein necessary, all officers.

To conduct, manage, and control the business affairs of the Association in accordance with these By-Laws and Articles of Incorporation.

To cause to be kept a complete record of all their minutes and acts and proceedings and present to the membership an annual report.

To purchase, hold, sell, and lease, mortgage, or exchange real estate or personal property required in the operation of the Association.

To authorize the solicitation of funds, to incur debts, to borrow money, and to pledge the credit of the organization to expedite or finance its activities.

It shall be the duty of the Board to authorize the President and his Staff to seek and implement such services as is beneficial to the membership, which may be impossible, impractical or economically unfeasible for each individual member to achieve on his own.

It shall be the duty of the board to require that the President and his staff publish and periodically update a brochure enumerating all services provided for the Membership. Such brochure to be available to all members and prospective members upon request.

It shall be the duty of the board to appoint the registered agent as required by the Montana Non-Profit Corporation act.

The Majority of the Board of Directors, at which a quorum is present, shall be the act of the Association. A quorum shall consist of a simple majority of Directors.

ARTICLE III – Elections, Meeting, and Tenure of Directors

Section 1. The election of the Board of Directors shall take place at the annual meeting of the members and shall be held in the following manner: The Chairman shall appoint a nominating committee of three members, who shall nominate from the membership of the Montana Food Distributors Association as many candidates as there are directors to be elected, The Directors shall be elected from among such candidates by ballot of the membership present at the annual meeting or at a special meeting of the membership, as may be specified by the Board of Directors.

Section 2. Directors are elected for a term of three (3) years and will serve until their successors are duly elected and qualified. Directors may not serve for a period longer than two (2) three (3) year consecutive terms or eight years which ever is greater. However, under extenuating circumstances a quorum of the Board of Directors may extend a directors term one year at a time so long as such action is duly noted in the minutes of the corporation.

Section 3. Directors shall be elected from and will serve as representatives of the various industry segments. Every effort must be made to make sure that all segments are represented with Retailers holding a majority of positions. Industry segments are set out as follows:

Industry Segments

Retailers (Convenience Stores, Neighborhood Grocer, Conventional & Supermarket)

Major Warehouses (Associated, Supervalu, URM)

Distributors (Beer, Wine, Pop, etc.)

Processor (Milk, Meat, Egg, etc.)

Equipment Supplier (Cash Register/Computer, Deli, Heat or Refrigeration Equipment, etc.)

Wholesaler

Manufacturer, Food Broker or Professional Service

Section 4. Directors shall take office immediately following their election.

Section 5. Vacancies on the Board of Directors shall be filled by appointment made by the Chairman from among the membership upon the consent and approval of a quorum of the Board of Directors and for the unexpired term.

Section 6. A director may seek and/or accept re-election, (having served two (2) consecutive three (3) year terms or a maximum of eight (8) years providing he/she has not served as a director during the year immediately preceding said elections.

Section 7. The Board of Directors shall specify the times and places to hold regular meetings and special meetings maybe called at any time by the Chairman or by 1/3 (or more) of the Directors, provided a call is issued to each Director stating the purpose of the meeting not less than forty-eight (48) hours preceding the meeting. Waiver of any meeting notice may be given by a Director.

Section 8. At all meetings of the Board of Directors a majority of the total number of Directors shall constitute a quorum for the transaction of business.

Section 9. At all meetings, a vote of the majority of those present, if a quorum shall prevail.

Section 10. All meetings shall be governed by the provision of Roberts” Rules of Order in procedure.

ARTICLE IV – Indemnification of Directors and Officers

Each director and officer of the Association now or hereafter serving as such shall be indemnified by the Association against any and all claims and liabilities to which he or she has or shall become subject by reason of serving or having served as such director or officer, or by reason of any action alleged to have been taken, omitted, or neglected by him or her as such director or officer; and the Association shall reimburse each such person for all legal expenses reasonable incurred by him or her in connection with any such claim or liability provided, however, that no such person shall be indemnified against or be reimbursed for any expense incurred in connection with any claim or liability arising out of his or her own willful misconduct or gross negligence. The amount paid to any officer or director by way of indemnification shall not exceed his or her actual, reasonable, and necessary expenses incurred in connection with the matter involved, and such additional amount as may be fixed by three persons selected by the Board of Directors, who shall be members of the Association but not officers or directors and any determinations so made shall be prima facie evidence of the reasonableness of the amount fixed. The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any director or officer of the association may otherwise be entitled by law.

ARTICLE V – Meetings of Membership

Section 1. The annual meeting of the membership of the Montana Food Distributors

Association shall be held each year at a convenient place and date to be set by the Board of Directors. Notice of such annual meeting shall be given to the membership at least fourteen (14) days prior thereto by mailing thereof to the address of each member as it appears on the records of the Association. Notice is deemed delivered when so addressed and deposited in the United States mail with postage prepaid.

Section 2. At any annual or special meeting of the membership of the Association, A quorum of the current Board of Directors is required. Membership consists of regular voting members certified as such by the President. After the annual or special meeting is called to order, a majority of those members present may act on any business of the Association.

Section 3. Special meetings of the membership shall be called and held at a time and in the manner specified by the Board of Directors.

ARTICLE VI – Officers

Section 1. The Officers of the Montana Food Distributors Association shall be a Chairman, Vice Chairman, Secretary and Treasurer, which shall be elected at the first meeting of the Board of Directors following the annual meeting of the membership each year. The Chairman and Vice Chairman shall hold notice for one year and, or, until their successors have been elected and qualified. The Directors shall elect said officers and Directors duly elected shall fill the office of Chairman and Vice Chairman. The Secretary need not be a Director but shall not be the same person as the Chairman. Any two offices may be held by the same person, subject to the preceding restrictions, so long as the Board of Directors consist of at least three individuals, as provided under Montana Code Annotated 35-2-415.

Section 2. The Chairman shall preside over all meetings of the membership and directors, shall serve as ex-officio member of all committees, shall sign as Chairman all contracts and other instruments for the Association, (unless delegated to the president in person or practice) and shall call the Directors together whenever the person deems it necessary, and the person shall perform such other and further duties as are usually required of such officer.

Section 3. The Vice-Chairman shall at the request of, or in the absence of the Chairman, perform all of the duties of the Chairman and for the time being shall be vested with the authority of that office.

Section 4. It shall be the duty of the Corporate Secretary to keep a record of the proceedings of the Board of Directors and all general or special meeting of the Association. Such person shall perform such other and further duties as pertain to that office or as may be required by the Board of Directors.

Section 5. The Treasurer of the corporation shall supervise custody of all funds of the Association and such funds shall be deposited in the name of the Association. The Treasurer shall maintain a supervisory capacity over the president and his staff who shall make and keep true and complete records and books of accounts of all money received and disbursed which shall be open to inspection by any member at all times within reasonable business hours. Such person shall render full and true annual finance reports thereof to the Directors and such others as they may direct, and the Chairman or the Board of Directors may request further reports as from time to time.

Section 6. The Board of Directors shall employ a President/Executive Director (herein and after referred to as President) prescribe the duties and terms of office. The President shall have general supervision over all of the activities of the organization under the jurisdiction of the Board of Directors. The President shall be ex-officio member of all committees which may be called. The President shall have general supervision over and aid in carrying out various committee activities. The office of President and Corporate Secretary may be held by one and the same person, who need not be a Director.

ARTICLE VII – Committees

Section 1. The Chairman shall by and with the consent and approval of the Board of Directors appoint such standing and special committees from time to time as may be deemed advisable to carry out the purpose and objects of the Association and shall name the Chairman of such committees. The Chairman and President shall be ex-officio members of all committees.

Section 2. A standing committee; that of the Executive Committee made up of the Chairman, Vice-Chairman, Secretary, Treasurer, and immediate Past Chairman chaired by the chairman shall perform any important business as desired by the chairman for future action by the Board of Directors.

Section 3. The various committees shall conduct investigations and make recommendations and carry out specific projects entrusted to their execution, but in no instance shall committees have authority to commit the organization as to any action or the expenditure of funds without their recommendations being approved by a majority of a quorum of the Board of Directors.

ARTICLE VIII – Dues

The Board of Directors shall fix the dues and other fees if applicable, as to amount and times of payment.

ARTICLE IX – Amendment of By-Laws

These By-Laws may be altered or amended at any regular meeting of the Board of Directors by a vote of two-thirds (2/3) of all Directors; or at a meeting of the members by a majority vote of members present, provided that fourteen (14) days written notice of intention to amend the By-Laws shall have been included in the notice of the meeting of the members.

ARTICLE X – Glossary of Terms

1. Grocery Retailers – Includes all those selling food products primarily for off premises consumption,

Supermarket – Over 20,000 square feet, generally with “perimeter” departments such as deli, bakery, etc.

Conventional – Between 5,000 and 20,000 square feet. May or may not have bakery, deli, etc.

Neighborhood – About 5,000 square feet, more or less. Generally no gasoline sales.

Convenience – About 5,000 square feet, more or less, frequently with gasoline sales.

2. Other Industry members requiring Board of Directors representation:

Warehouses – Includes the Industry’s primary wholesale food warehouses.

Distributors – Primarily beverage (soft drinks, beer) distributors.

Brokers – Represent manufacturers in brokering food products through major warehouses.

Processors – Includes dairies and processors of meat products, eggs, etc.

Equipment – Suppliers of equipment, primarily to retail grocers.

Wholesalers – Specialty and smaller food wholesalers, including produce.

Manufacturers – Bakeries, breweries, and other manufacturers of food and beverage products.

Professional Services, etc. – Related associations, government offices, service providers.

THE FOREGOING amended and re-stated By-Laws were adopted at Helena, this 13th day of October 2004 by the undersigned members of the Board of Directors of Montana Food Distributors Association declared effective this date:

________________________ _____________________________

Chairman, Brian Bossard Past Chairman, Frank Cannon

Butte, MT Helena, MT

________________________ _____________________________

Vice Chairman, Mike Winger Secretary Treasurer, Merril Brockway Spokane, WA Butte, MT

___________________ _____________________ ____________________

Director, Gary Leland Director, Bruce Swanson Director, Kathie Emmett

Havre, MT Plains, MT Columbus, MT

_____________________ _____________________ ____________________

Director, Richard Stang Director Ken Schell Director Jim Thompson

St. Regis, MT Baker, MT Butte, MT

The foregoing are all certified as present Directors of Montana Food Distributors Association this 13th day of October 2004.

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Merril Brockway

Attest Secretary/Treasurer