BY-LAWSRevised to April 19, 2018

Agri-Mark, Inc.40 Shattuck Road, Andover, MA 01810

978.552.5500

Incorporated April 21, 1980

cabotcheese.coop • agrimark.coop • mccadam.coop

Table of Contents ................................................................................Page

Article 1 General .................................................................................... 1

Article 2 Membership ............................................................................. 1-2

Article 3 Voting ...................................................................................... 2-3

Article 4 Membership Regions and Membership Sections .................... 3-6

Article 5 Meetings of the Cooperative ................................................... 7

Article 6 Shareholders ........................................................................... 7

Article 7 Directors .................................................................................. 8

Article 8 Meetings of Directors and Their Duties ................................... 8-10

Article 9 Duties of Officers ..................................................................... 10-11

Article 10 Vacancies ................................................................................ 12

Article 11 Financial Affairs ....................................................................... 12-14

Article 12 Unclaimed Money .................................................................... 14

Article 13 Indemnification ........................................................................ 14

Article 14 Amendments ........................................................................... 15

Appendix A Stock Purchase and Voting Agreement ................................... 16-17

Exhibit B Joinder Agreement: Stock Purchase and Voting Agreement ... 18

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Agri-Mark, Inc. By-Laws

ARTICLE 1.General

1.1 The principal office of the Cooperative shall be located in Methuen, Massachusetts, or such other place as the Board of Directors may from time to time designate. The Board of Directors may establish and discontinue from time to time such offices, facilities and places of business as may be deemed advisable.

1.2 As used in these By-Laws, the following terms have the following meanings:

1.2.1 “Person” means any individual, partnership, firm, corporation, association, institution or any other form of business organization.

1.2.2 The “Cooperative” means this corporation.

1.2.3 “Producer” means any person who produces agricultural products for sale.

1.2.4 “Member” means any person meeting the qualifications specified in Section 2.2 or 2.3 of these By-Laws.

ARTICLE 2.Membership2.1 Members of the Cooperative may be classified as producer members or associate members. Reference in

these By-Laws to members or membership shall include and apply to both classes unless the context or the language clearly indicates otherwise.

2.2 Any producer, including both landlords and tenants in share tenancies, in the territory in which the Cooperative is engaged in business, who agrees to be a patron of the Cooperative and who makes or agrees to make such initial membership contributions and meets such other conditions as may be prescribed by the Board of Directors, may become a producer member of the Cooperative upon such producer’s acceptance as a member by, or by the authority of, the Board of Directors and by signing a marketing agreement.

2.3 Any cooperative marketing corporation, or similar corporation or federation of such corporations organized under the laws of any state, all members of which are producers, may become an associate member of the Cooperative, upon acceptance as a member by the Board of Directors and by signing a marketing agreement containing such terms and conditions as shall be approved by the Board of Directors.

2.4 Membership in the Cooperative is not transferable, except that a transfer may be authorized by vote of the Board of Directors.

2.5 Membership in the Cooperative shall be terminated by death of a member; provided, however, that until the transfer or other disposition of the producing assets of the deceased member’s estate has been made and all obligations of the deceased member to the Cooperative have been performed, the administrator or executor of the deceased member’s estate may continue to exercise the deceased member’s rights under the deceased member’s marketing agreement for the purpose of winding up the deceased member’s affairs.

2.6 Any member of the Cooperative who ceases to be actively engaged in the production of agricultural products marketed through the Cooperative for a period of one year shall, at the expiration of said one year period, automatically be terminated as a member.

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2.7 The Board of Directors or the Executive Committee may, for cause, suspend any member or any right or privilege granted to any member or to any producer member of an associate member of these By-Laws or by a marketing agreement, or may terminate any member’s marketing agreement; provided, that such suspension or termination is voted by a majority of the Cooperative’s directors present at a duly held meeting of the Board or the Executive Committee, whichever is applicable. Evidence of willful failure to comply with these By-Laws, of breach of a marketing agreement with the Cooperative, of default in any payment due the Cooperative, or of conduct detrimental to or otherwise obstructing the purposes or proper activities of the Cooperative shall constitute just cause for such suspension or termination. Notwithstanding the foregoing provisions of this section, the Cooperative’s management, upon satisfactory evidence and without recourse to hearing, shall be authorized to suspend at any time, but not terminate, the entitlement of any producer to have the producer’s products marketed by the Cooperative for: (1) serious failure to produce, keep and make available the producer’s milk in accordance with the sanitary and quality requirements pursuant to the applicable marketing agreement; (2) refusal to permit inspection, at reasonable hours, of the producer’s herd and milk production facilities to determine compliance with such requirements; (3) sale or other disposition of the producer’s products except in accordance with such agreement; and (4) mistreatment or threat of mistreatment of any employee or duly authorized agent of the Cooperative while performing or attempting to perform duties assigned or delegated to the producer by the Cooperative.

2.8 On termination of a member’s marketing agreement, all the rights and interests of such member in the Cooperative shall thereupon be terminated and such member shall be entitled only to credits for such member’s contract and/or property rights and interests in the Cooperative if any. Such rights and interests shall not include amounts allocated to such member in the capital accounts of the Cooperative or of any stock or other certificates, payment of which shall be made in accordance with the provisions of such terms and conditions established by the Board of Directors applicable to such accounts or otherwise governing the sale, transfer and redemption of such stock or other certificates.

ARTICLE 3.Voting3.1 A producer member shall be entitled to vote at membership region and membership section meetings and shall

have one vote regardless of the number of farms the member has or the amount of equity the member has in the Cooperative. If such a member produces products in more than one membership region, the member shall elect in writing the membership region in which the member wishes to vote. Such election may be changed only upon the giving of written notice by the producer member to, and the approval thereof by the Board of Directors. Any producer member may vote in person or authorize in writing a relative of the member who actively participates in the member’s farming operation to vote at any meeting at which the member may vote, in the member’s stead. If the producer member is an entity, the vote of the producer member may be cast only by an owner of the entity or a relative of such owner who actively participates in the member’s farming operation, in each case, as designated in writing by the producer member. If the producer member is an entity that does not have owners (such as a non-stock corporation, not-for-profit entity or university), the vote of such producer member may be cast only by the farm manager who actively participates in the member’s farming operation or by another person who actively participates in the member’s farming operation designated by such producer member in writing to the Cooperative. Except as provided above, no voting by proxy shall be permitted.

3.2 Subject to such terms and conditions as may be contained in the membership agreement between the Cooperative and any associate member, each producer member of an associate member shall be entitled to vote on any Cooperative matter in the same manner and to the same extent as a producer member of this Cooperative, which voting power shall be in lieu of the associate member’s right to vote; and the associate member as such shall have no voting power.

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3.3 The voting power, with respect to any matter on which the members of the Cooperative may be entitled to vote, shall be exercised solely by the representatives elected or appointed in accordance with Article 4 of these By-Laws. Such representatives shall represent the members at all meetings of the Cooperative as provided in Article 5, and the actions of such representatives shall constitute the actions of the entire body of the members of the Cooperative and shall have the full force and effect in every respect as if conducted by the full membership of the Cooperative.

ARTICLE 4.Membership Regions and Membership Sections4.1 There shall be not less than twelve (12) membership regions each of which shall have not more than two

hundred (200) nor less than forty (40) producer members. For the purposes of this Section 4.1, the total number of such members shall be determined annually on the basis of their deliveries of products during the month of January and if, with respect to one or more such regions, the number of producers therein is found to be above the permissible maximum or below the permissible minimum, the provisions of Section 4.3 shall apply. The Board of Directors shall make the determination, on a case-by-case basis, whether the producer members of any associate members of the Cooperative shall be included in the count of producer members of a region.

4.2 Each producer member of the Cooperative or any associate member shall be a member of and entitled to vote in the region and/or section in which such member has a milk house.

4.3 Using membership figures as shown by deliveries of products during January of each year, the Board of Directors shall annually determine in April if a change in the number or boundaries of regions, in whole or in part, is necessary in order to comply with Section 4.1. Such a determination, using membership figures based on product deliveries during such other representative period preceding determination, may also be made upon acquisition by the Cooperative of a substantial number of members, either as producer members of an associate member or otherwise.

If it shall be determined that a revision of regional boundaries is necessary or desirable, it shall be accomplished in the following manner.

The Board of Directors shall determine the number of regions and their territorial limits and the number of members entitled to vote in each region as established or continued as the case may be and, in making such determinations, may give consideration to geographical characteristics, location of member farms and milk marketing patterns. Except as otherwise permitted in Section 4.5, each region shall be represented by one representative for each ten (10) members. If the remaining fraction is six tenths (6⁄10’s) or larger, the region shall have one additional representative.

The Board may also change, at any time, the boundary lines of existing membership regions using membership figures as shown by deliveries of products during the last previous month of January if, in its judgment, such change will maintain or improve fair and equitable representation of members in regions. Changes other than those prescribed in the preceding sentence shall cause the terms of all incumbent regional directors to terminate as of December 31st of such year, unless the Board provides for a later termination date as part of the approval of the changes. If the terms of all incumbent regional directors are to terminate as a result of such changes, election of a regional director for a term specified in Section 7.3 shall take place at the next annual meeting of each region in accordance with Section 4.9 and Section 4.10.

4.4 An annual meeting of each region shall be held during October, November, or December of each year. The Board of Directors shall annually make or cause to be made a schedule of the dates when and the places where such meetings shall be held. Notice of the annual meeting and any special meeting of the region shall be given to each member of the region, by mail and/or through a Cooperative publication of general circulation,

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at least ten (10) days prior to the date of such meeting. Special meetings of the voting representatives of a region shall be held at the call of the regional director, or at the request of a majority of such representatives, and the regional director shall preside thereat. If there is no serving regional director, the Chairman of the Cooperative may call a special meeting, and the Chairman of the Cooperative, or his/her appointee, shall preside thereat.

4.5 Within each region there shall be established two or more sections of not less than ten (10) regional members. Based on a count of members described in Section 4.3, the regional director acting in concert with the incumbent representatives of the region and using general guidelines prescribed by the Board of Directors shall establish the number and geographical areas of sections.

Except as provided herein, sections shall not be established so as to permit the election of more voting representatives than the region is entitled to have under Section 4.3. Any section, previously established in an isolated geographic area, may be continued even though its membership may drop below the regular ten (10) member minimum as long as its existence does not increase, by more than two, the number of voting representatives its region would otherwise be entitled to have under Section 4.3. The area covered by such sections may be adjusted, as necessary or desirable, by like action within such guidelines, such adjustment to be effective as of the section annual meetings next following. The geographical area of each section and the identity of its members shall be recorded by the regional secretary and provided to the Secretary of the Cooperative.

In the event that the Board of Directors makes the determination that special circumstances exist which make it appropriate to waive the ten (10) member requirement, the Board may authorize the immediate formation of a section which contains fewer than the regular ten (10) member minimum. The Board may further authorize the section to elect one representative, even if such action results in the election of more voting representatives than the region is entitled to have under Section 4.3.

4.6 Each section shall hold an annual meeting for the purpose of electing voting representatives and alternate representatives not less than thirty (30) days prior to the date fixed under Section 4.4 for the regional annual meeting. Other meetings may be held at the direction of the Board of Directors or the regional director. The regional director shall make or cause to be made a schedule of dates when and the places where such meetings are to be held and written notice thereof shall be given to the members of each section by mail or otherwise not less than seven (7) days before such meeting.

4.7 At the annual meeting of each section, there shall be elected, by plurality vote of the members entitled to vote present and voting, voting representatives and alternate representatives equal in number to the number resulting from the division of the total membership of the section by ten (10) disregarding the amount, if any, by which such membership may exceed a multiple of ten (10); provided, that if a section has less than ten (10) members, it shall be entitled to elect one (1) representative. Each voting representative shall be a producer member of the Cooperative or of an associate member or a relative of the producer member who actively participates in the member’s farming operation or, in the case of a producer member that is an entity, an owner of the entity or a relative of such owner who actively participates in the member’s farming operation. A voting representative may not hold any regional officer position other than secretary or any Young Cooperators position; provided that the regional Annual Meeting Resolution Committee member may serve as a temporary voting representative to fill a temporary vacancy for a voting representative in accordance with Section 4.11. The results of such voting shall be reported to the regional secretary, and the person receiving the highest number of votes as voting representative shall take office upon election as chairman of the section and shall serve until a successor shall have been elected and qualified in accordance with the provisions of this Article 4. Each such voting representative or, if necessary, an alternate representative, shall act in behalf of the section at meetings of the regional representatives and in behalf of the regions at annual and special meetings of the Cooperative.

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4.8 The officers of a region shall be a director, a secretary, a member of the Annual Meeting Resolutions Committee, a member of the Central Hauling Committee, and such other officers as may, from time to time, be determined by the Board of Directors. The qualifications to serve as a director are set forth in Section 7.5. Each other officer shall be a producer member of the Cooperative or of an associate member or a relative of the producer member who actively participates in the member’s farming operation or, in the case of a producer member that is an entity, an owner of the entity or a relative of such owner who actively participates in the member’s farming operation, and each such other officer may not hold any other elected position of the Cooperative, (as a director, other regional officer or voting representative) other than secretary or any Young Cooperators position or as provided in Section 4.7. Each member shall only be allowed to have one person (that is the member or is associated with that member) hold any elected position of the Cooperative (as director, other regional officer or voting representative) at any given time other than secretary or any Young Cooperators position. The regional director shall preside at all meetings of the region membership; provided that, if the director is unable to attend any such meeting or if the office of the director is vacant, the Chairman of the Cooperative, or his/her appointee, shall conduct the meeting until a temporary chairman or replacement is elected by the members present. The election of a temporary chairman or replacement, if any is needed, shall be completed before any other business is conducted at the meeting.

4.9 Whenever the election of a regional director shall be required under Section 4.3 or Section 10.2, the voting representatives of the affected region shall meet not less than fifteen (15) days prior to the date fixed for the required annual or special meeting of the region, as appropriate, for the purpose of nominating not more than two (2) regional members for the office of regional director. Names of persons so nominated shall be reported to the Cooperative without delay by the regional secretary for announcement to the regional membership. Additional nominations for such office may be made from the floor at such regional annual or special meeting.

4.10 Except as otherwise required pursuant to Section 10.2 (filling director vacancy), election of a director of a region shall take place at the annual meeting of the region and the elected person shall take office as a director on the first day of January next following the election. Election of a director, whether at the annual meeting or at a special meeting of the region, shall either be by secret ballot, or, if there is only one nominee and no objection, by hand vote, by a majority vote of region members entitled to vote present and voting.

Notwithstanding the election of directors by regions, each director shall be charged with the responsibility for the interest of all members of the Cooperative. If an already elected voting representative is elected to the office of regional director, his/her term as a voting representative shall automatically terminate and his/her unexpired term as such representative shall be filled by the alternate representative who received the highest number of votes at the next preceding annual meeting of the section of which said director is a member.

Notwithstanding lack of status as a representative, each director of the Cooperative shall have the right to speak on any matter before an annual or special meeting of the Cooperative and to counsel at will with any person thereat.

4.11 In addition to election of a regional director, there shall be elected at the annual meeting of each region as many voting representatives and alternate representatives as may be required by this Section 4, a regional secretary, a member of the Annual Meeting Resolutions Committee, and a member of the Central Hauling Committee. All such elections shall either be by secret ballot, or, if there is only one nominee and no objection, by hand vote, by a majority vote of the persons entitled to vote present and voting. If a secretary is not elected at a regional meeting, the regional director may appoint anyone else attending the meeting, including someone who is not a member, to act as a secretary of the meeting to take the minutes of the meeting and/or report of the proceedings of a meeting.

If the Annual Meeting Resolutions Committee member so elected is unable to attend any duly noticed meeting of said committee, the regional director shall be authorized to designate the regional secretary or a voting representative elected by the region as a temporary representative of the region at such meeting. If the number of voting representatives previously elected by the sections pursuant to Section 4.7 does not equal the number of voting representatives to which the region is entitled under Section 4.3, there shall also be elected as many additional voting representatives and alternates as may be necessary to satisfy such entitlement.

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Each additional representative and alternate, if required to be elected, shall take office upon election and shall serve until a successor has been elected and qualified in accordance with the provisions of this Article 4. Each alternate representative so elected shall, if needed, act in behalf of the region as a replacement for any absent voting representative at annual and special meetings of the Cooperative. Alternate representatives shall be listed in the order determined by the number of votes received and their terms shall coincide with those of the voting representatives elected at the same meeting.

If, at any regular, annual and special meeting of the voting representatives of the Cooperative, any region does not have present, from among its elected voting representatives and alternate representatives, the full complement of voting representatives to which it is entitled under Section 4.3, the regional director may appoint any person qualified to be a voting representative pursuant to Section 4.7 to serve as a temporary representative of the region at such meeting. The regional director shall make such appointment by certifying in writing to the Secretary and to the Credentials Committee the number of representatives necessary to complete the region’s complement at such meeting and the name(s) of the temporary representative(s) appointed to serve at such meeting.

The Central Hauling Committee shall have such duties and responsibilities as shall, from time to time, be determined by the Board of Directors. Members of the Central Hauling Committee shall be elected for terms of three (3) years. At any time in which the terms of incumbent directors are changed, according to Section 4.3 or otherwise, the provisions of Section 7.3 relating to the terms of directors shall apply similarly to the Central Hauling Committee members.

4.12 Special meetings of a region may be held at any time upon call of the regional director or upon the written request of one-third (1⁄3) of the members thereof. Other than as specified in Section 4.6, meetings of a section may be held at the call of the section chairman.

4.13 At any annual or special meeting of a region or section, the members present and entitled to vote shall constitute a quorum for transaction of business.

4.14 In addition to the annual determination mandated by Section 4.3, when there is an acquisition by the Cooperative of a substantial number of members either as producer members of an associate member or otherwise, the Board of Directors may use membership figures from a representative period following the acquisition to determine if a change in the number or boundaries of regions is necessary or desirable to assure fair and equitable representation of members consistent with these By-Laws. Terms of all incumbent directors shall be subject to termination in accordance with conditions set forth in Section 4.3. The Board of Directors may make the determination that the new members may elect, or the Board of Directors may appoint, one or more representatives and alternate representatives (a) at the same representation ratio as that of other Agri-Mark members who shall serve until the next applicable sectional or regional election, or (b) whose positions shall be filled (and such persons shall serve) in accordance with the terms of any merger or acquisition agreement. The Board may also provide that during the period between May and the applicable regional meeting, the regional census of each region affected shall be revised to reflect the addition of the members.

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ARTICLE 5.Meetings of the Cooperative5.1 Regular, annual or special meetings of the voting representatives may be held at such place, within or without

the state of Delaware, as may be selected by the Board of Directors. The annual meeting of the Cooperative shall take place, at the time and place selected by the Board of Directors, during April or May of each year. The official written notice of the meeting shall be given in the manner provided by statute to each voting representative not less than ten (10) nor more than fifty (50) days before the date of the meeting.

5.2 Special meetings of the Cooperative may be called by or at the direction of the Chairman or the Secretary by giving written notice to each voting representative in a manner provided by statute not less than ten (10) nor more than fifty (50) days before the date of the meeting. Special meetings shall be called by the Chairman or the Secretary on request of ten (10) percent of the producer members of the Cooperative (including in such computation producer members of any associate member) or by direction of a majority of the Board of Directors. The general purpose or purposes for which a special meeting is called shall be stated in the notice, and no other business shall be transacted at the meeting.

5.3 General notice of annual and special meetings of the Cooperative shall be given to all members by mail or in a Cooperative publication of general circulation. However, members, as such, shall not be entitled to vote at such meetings, but shall be represented thereat by their representatives duly elected and qualified in accordance with Article 4. Each such representative shall be entitled to one vote.

5.4 A majority of the voting representatives shall constitute a quorum at any meeting of the Cooperative for the transaction of business. If a quorum is not present at any meeting, a majority of the voting representatives present and voting may vote to adjourn the meeting to another time and place, upon the giving of notice of such adjourned meeting in the manner required for the giving of notice of the original meeting.

ARTICLE 6.Shareholders6.1 Regular, annual or special meetings of the shareholders may be held at such place, within or without the State

of Delaware, as may be selected by the Board of Directors. The annual meeting of the shareholders shall be held for the election of directors and any other proper business during the month each year in which regularly elected directors assume office pursuant to Section 4.10. A regular meeting of the shareholders shall be held immediately following the annual meeting of the voting representatives of the Cooperative. The official written notice of each meeting of the shareholders shall be given in the manner provided by statute to each shareholder not less than ten (10) nor more than fifty (50) days before the date of the meeting.

6.2 At any regular, annual or special meeting of the shareholders the shareholders present and entitled to vote shall constitute a quorum for the transaction of business.

6.3 Pursuant to a Stock Purchase and Voting Agreement (“Stock Agreement”), a copy of which is attached hereto as Appendix A and incorporated herein by reference, the shareholders shall consist of the Directors of the Cooperative and the shares shall be voted to provide that:

(a) The Board of Directors shall consist of the directors selected by the members as well as any at-large directors selected by the voting representatives; and

(b) On any action requiring the vote of voting representatives pursuant to the By-Laws and a shareholder vote pursuant to the statute, the shareholder vote shall affirm the vote of the voting representatives.

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ARTICLE 7.Directors7.1 The business, property and affairs of the Cooperative shall be managed under policies established by its

Board of Directors.

7.2 There shall be not less than twelve (12) nor more than twenty-one (21) directors, the exact number to be determined from time to time by resolution of the Board of Directors.

7.3 Each region shall elect one director. Directors shall be elected for staggered terms of three (3) years. In any year in which the terms of all incumbent directors have been caused to terminate by action of the Board of Directors pursuant to Section 4.3, the staggered terms shall be reestablished by electing directors for terms of three (3) years in Regions No. 1, 4, 7, 10, 13, 16, (etc.), if created; terms of two (2) years in Regions No. 2, 5, 8, 11, 14, 17, (etc.), if created; and terms of one year in Regions No. 3, 6, 9, 12, 15, (etc.), if created. Directors shall serve until the last day of December of the year in which their term expires and until their successors have been elected and qualified.

7.4 Subject to the requirements of Section 7.2, the Board of Directors may establish director-at-large and alternate director-at-large positions to be filled (and such persons shall serve) in accordance with the terms of any merger or acquisition agreement or upon such other terms and conditions as the Board of Directors may establish.

7.5 To be elected and continue as a director, a person shall be a producer member of the Cooperative or of an associate member or the owner of a producer member that is an entity, and such member shall be in good standing with this Cooperative and continue to market such member’s milk through the Cooperative. A director may not hold any other elected position of the Cooperative (as a voting representative or other regional officer).

7.6 In addition to the number of directors determined under Section 7.2, the Board of Directors may establish up to two (2) positions for Advisory Members to the Board of Directors and appoint persons to fill such positions for such term as the Board of Directors may establish. Each such Advisory Member shall not be a director for purposes of these By-Laws or the Stock Agreement and need not be a member of this Cooperative, but shall be entitled to attend and participate without vote in all meetings of the Board of Directors and its committees to which appointed. Each such Advisory Member may be removed at any time by the Board of Directors, with or without cause or reason, and shall serve subject to such other terms and conditions as the Board of Directors may establish from time to time.

ARTICLE 8.Meetings of Directors and Their Duties8.1 Regular meetings of the Board of Directors shall be held at such time and place as may from time to time be

determined by action of the Board, unless changed at the discretion of the Chairman. There shall be at least six (6) regular meetings held each year. Special meetings of the Board of Directors may be called by the Chairman and shall be called by the Chairman whenever requested in writing by at least thirty (30) percent of the members of the Board. A majority of the number of directors shall constitute a quorum at any meeting of the Board of Directors.

8.2 The Board of Directors shall hold its organizational meeting during the month of January. At such meeting they shall elect by majority vote from their own number, by secret ballot, a Chairman, a Vice Chairman, a Secretary and a Treasurer of the Cooperative, each of whom shall hold office until the election and qualification of a successor unless earlier removed by death, resignation, or otherwise in accordance with these By-Laws. The directors shall receive reimbursement of expenses incurred in service to the Cooperative, and such compensation, which shall be held in lieu of other expenses, including without limitation, expenses caused by a

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producer member’s absence from the farm, as may be established from time to time by the Board of Directors. The directors may increase the compensation paid or payable to any individual officer or director if, in the judgment of the majority of the remaining directors, which constitute a quorum, such officer or director has been required to expend extraordinary time and/or assume extraordinary responsibilities in the performance of such officer’s or director’s duties.

8.3 The Board of Directors shall have the power to elect such other officers and appoint such agents as they may deem necessary, prescribe their duties and fix their salaries and the conditions of their employment.

8.4 There shall be an Executive Committee, which shall consist of the Chairman, the Vice Chairman, the Secretary, the Treasurer and one (1) other director who shall be elected by secret ballot by the affirmative vote of a majority of directors. The members of the Executive Committee shall receive reimbursement of expenses incurred in service to the Cooperative and, in addition, such compensation, which shall be in lieu of other expenses, including without limitation, expenses caused by a producer member’s absence from the farm, as may be established from time to time by the Board of Directors. Said committee, between meetings of the Board, shall have and may exercise all of the authority of the Board of Directors. The minutes of the Executive Committee shall be furnished to the full Board of Directors. The Board of Directors, by resolution adopted by the affirmative vote of a majority of the directors, may appoint from the directors any other committee, which may have and shall exercise all such authority of the Board of Directors as shall be provided in such resolution. Such resolution may designate or provide for the designation from the directors of one (1) or more alternate members of any such committee, who may replace any absent or disqualified member at any meeting of the committee.

8.5 The Chairman shall, at the instruction or with the approval of the Board of Directors, appoint such other committees, including standing committees, from the directors, the regional officers, the voting representatives, the members and/or the participants in the Cooperative sponsored organization of Young Cooperators as may be necessary or advisable for the proper conduct of business of the Cooperative. Any such committee shall have such duties or responsibilities as may be assigned to it by action of the Board of Directors. Each such committee shall meet and make reports to the Board of Directors, the voting representatives, and/or the members as appropriate from time to time and, except for standing committees, shall be deemed dissolved upon submission and acceptance of its final report. Each member of any such committee shall, unless otherwise specified, serve until the next annual meeting of the Cooperative and until such member’s reappointment or the appointment of such member’s successor. Each committee appointed pursuant to this section shall elect a Chairman and a Secretary from its own number. The Chairman of the Cooperative shall be a member ex officio of each standing committee and of any other committee if so designated.

8.6 Any director of this Cooperative who fails to meet the criteria established in Section 7.5 for continued service as a director shall promptly resign.

Any regional director of this Cooperative may be removed from office with or without cause by vote of not less than three-fourths (¾) of the regional members present and voting at the annual or special meeting of the director’s region called for that purpose. The director shall be informed in writing at least ten (10) days before the meeting of the reason(s) for the proposed action, and the director shall have a reasonable opportunity to explain his/her conduct.

Any regional director of this Cooperative may also be removed from office by a vote of not less than three-fourths (¾) of the other directors of the Board of Directors at a meeting called for such purpose, solely for one of the following reasons: (i) disability (defined as a long term mental or physical impairment which substantially prevents the director from effectively performing his/her duties as a director), or (ii) the director’s permanent cessation of producer member status.

Any director-at-large or alternate director-at-large established under Section 7.4 may be removed from office with or without cause by a vote of not less than three-fourths (¾) of the other directors of the Board of Directors at a meeting called for such purpose, subject, however, to any requirement in the applicable merger or acquisition agreement.

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8.7 The Board of Directors shall establish policies for the supervision and control of the business, property and affairs of the Cooperative, including the manner and method in which the members’ milk shall be collected, sold, and accounted for, and shall make rules, regulations, and policies not inconsistent with the law or with these By-Laws for the management of the business and the guidance of the officers, employees and agents of the Cooperative. In establishing policy they will take into account the resolutions in effect which have been duly adopted by the voting representatives. They shall have the authority to impose appropriate fines and/or assessments for breach or violation of such rules, regulations and policies. They shall have installed an accounting system which shall be adequate to the requirements of the business, and it shall be their duty to require proper records to be kept of all business transactions.

8.8 The Board of Directors shall have the power to employ or authorize employment of a President who shall act as General Manager and to fix the President’s compensation. No director or member shall serve as President of the Cooperative.

8.9 The Board of Directors may require the President and all other officers, agents and employees charged by the Cooperative with responsibility for the custody of any of its funds to give adequate bonds. Such bonds shall be furnished by a responsible bonding company and approved by the Board of Directors, and their cost shall be paid by the Cooperative.

8.10 At least once a year the Board of Directors shall appoint an independent public accounting firm to audit the financial statements of the Cooperative and to issue a report in writing thereon, which report, together with the financial statements, shall be mailed to the members of the Cooperative at least ten (10) days prior to the annual meeting of the Cooperative. In any case in which the Cooperative changes the dates of its fiscal year, there may be a time period of up to six (6) months for which there are no audited financial statements.

8.11 The Board of Directors shall have the power, by vote of two-thirds (2⁄3) of all of the directors, to adopt and alter from time to time the form of marketing agreement to be signed by producer members. The Board of Directors shall have the power to determine whether such altered form of agreement shall be signed only by prospective producer members or shall be made binding upon both existing and prospective producer members. The Board of Directors shall further have the power to carry out the marketing agreements of the Cooperative with its members in every way advantageous to the Cooperative representing its members collectively.

8.12 The Board of Directors of the Cooperative shall have the power to authorize management to enter into contracts of affiliation with one or more other cooperatives, appointing such other cooperative as its agent in the marketing of the milk of all or any portion of the Cooperative’s members and agreeing, with respect to the members whose milk is so marketed, that the membership of each member of the Cooperative shall be extended to such other cooperative during the continuance of and in accordance with such contract of affiliation.

ARTICLE 9.Duties of Officers9.1 The Chairman shall (1) preside over all meetings of the Cooperative, of the Board of Directors, and of the

Executive Committee; (2) call special meetings of the Cooperative, of the Board of Directors, and all meetings of the Executive Committee; (3) shall appoint such committees not otherwise provided herein as the Board of Directors may deem advisable for the proper conduct of the Cooperative; (4) perform all acts and duties usually performed by a presiding officer.

9.2 In the absence or disability of the Chairman, the Vice Chairman shall perform the duties of the Chairman; provided, however, that in case of death, resignation, or disability of the Chairman, the Board of Directors may declare the office vacant and elect the Chairman’s successor.

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9.3 The Secretary shall keep a complete record of all meetings of the Cooperative and of the Board of Directors and shall have general charge and supervision of the books and records of the Cooperative. The Secretary shall serve all notices required by law and these By-Laws and shall make a report of all matters and business pertaining to the Secretary’s office at the annual meeting. The Secretary shall keep and affix the corporate seal where required, shall make or cause to be made all reports required by law and shall perform such other duties as may be required of the Secretary by the Cooperative and the Board of Directors. Upon the election of the Secretary’s successor, the Secretary shall turn over to the successor all books and other property belonging to the Cooperative that the Secretary may have in his or her possession.

9.4 The Board of Directors may in its discretion appoint assistant secretaries, who need not be members of the Cooperative, and may delegate to them part or all of the duties hereunder, and they shall perform such other duties as may be prescribed by the Board of Directors.

9.5 The Treasurer shall be responsible for the keeping and disbursing of all monies of the Cooperative, and shall keep or cause to be kept accurate books of account of all transactions of the Cooperative. The Treasurer shall perform such duties with respect to the finances of the Cooperative as are usually performed by like officers and such other duties as shall from time to time be prescribed by the Board of Directors. At the expiration of the Treasurer’s term of office, the Treasurer shall promptly turn over to the Treasurer’s successor all monies, property, books, records and documents pertaining to such office or belonging to the Cooperative.

9.6 The Board of Directors may in its discretion appoint assistant treasurers, who need not be members of the Cooperative, and may delegate to them any or all of the duties of the Treasurer hereunder, and they shall perform such other duties as may be prescribed by the Board of Directors.

9.7 The President shall be the chief executive officer of the Cooperative. The President shall be in charge of the business of the Cooperative under the direction and control of the Board of Directors and in accordance with policy guidelines established by the Cooperative. The President shall have supervisory authority over all operations of the Cooperative, may employ and fix the compensation of such assistants, managers, other employees and agents as the President may deem appropriate and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors. The President shall have general authority to execute or authorize execution of written documents on behalf of the Cooperative, subject, however, to the provisions of Section 9.8 and to the instructions, if any, of the Board of Directors and, as appropriate, of the Executive Committee. Upon the President’s recommendation, the Board of Directors may designate any of the President’s assistants to be an officer of the Cooperative.

9.8 No money shall be borrowed or loaned on behalf of the Cooperative except under terms and conditions approved by a majority vote of all the directors; provided, that, for the purposes of this section, the term “loaned” shall not be construed to include transactions made with the approval of the President in the normal conduct of the Cooperative’s business and involving (1) execution of instruments or other formal procedures to collect, charge interest on or secure unpaid balances due from purchasers of milk or milk products, (2) short-term investments of Cooperative funds, and (3) advances to producer members or milk haulers against payments later due them respectively from the Cooperative for milk already delivered to and marketed by the Cooperative or for services already performed on behalf of the Cooperative as of the date, in either case, of any such advance.

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ARTICLE 10.Vacancies10.1 If there is a vacancy among the officers of a region (except the office of regional director), or vacancies

exceeding the number of alternates among the voting representatives of a region, the remaining officers and representatives of the region may appoint a successor to fill such vacancy for the unexpired term.

10.2 If a vacancy occurs in a regional directorship prior to the normal expiration of the director’s term due to the director’s resignation, death, or removal from office pursuant to Section 8.6, or for any other reason except a termination of office pursuant to Section 4.3, the Chairman of the Board of Directors shall determine the effective date of the vacancy and shall cause the affected region to be promptly notified. The affected region shall call and hold a regional meeting (annual or special) of its members consistent with the provisions of Section 4.9 and Section 4.10 for the election of a director to fill the unexpired term of the former director. Such special or annual meeting shall be called and held by the region not more than sixty (60) days following the effective date of the vacancy; provided that if the effective date of the vacancy is on or after September 1st, the sixty (60) day limit shall not apply and the election shall be called and held at the region’s annual meeting (not at a special meeting) prior to the end of the calendar year in which the vacancy occurred. The person elected to fill the vacancy shall take office as a director immediately upon his/her election and shall serve for the balance of the unexpired term of the former director.

If a vacancy occurs in a director-at-large or alternate director-at-large position established under Section 7.4, the Board of Directors may fill such vacancy in its discretion subject, however, to any requirements in the applicable merger or acquisition agreement.

ARTICLE 11.Financial Affairs11.1 The fiscal year shall end December 31st of each year.

11.2 The Cooperative shall account on a patronage basis to all its members all net amounts realized from the sale of milk of members and from any other members’ patronage sources. Such net amount (sometimes referred to as “Members Patronage Proceeds”) shall be determined by deducting from the gross receipts derived from sources which under law qualify as patronage income all expenses properly attributable to the production of such patronage income including (a) the cost of all products and the expenses of handling them, (b) general operating and administrative expenses of the Cooperative, (c) adjustments for such differentials as the Board of Directors may determine to be equitable, and (d) that portion of the balance remaining after the foregoing deductions from gross receipts which is attributable to business done with persons who are not members, which portion shall be added to surplus. Members’ patronage proceeds shall be paid or allocated to members in the manner determined by the Board of Directors.

11.3 In determining, pursuant to Section 11.2, the manner and amount of deductions from gross receipts for sale of products, the Board of Directors is authorized to levy dues, assessments and/or other charges against members. Such dues, assessments and/or other charges may be levied on a per capita basis as related to each producer member or on a patronage basis related to the volume or value of such producer’s milk production or by a combination of such levies, all at the discretion of said Board. With respect to associate members, the application of such dues, assessments, and/or other charges shall be a matter of negotiation as contemplated in Section 2.3.

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11.4 The funds needed for capital purposes, including requirements for working capital, and for such other purposes as may be determined by the Board of Directors, may be obtained and refunded in such amounts and upon such terms and conditions as may be set forth from time to time in an equity plan adopted by the Board of Directors. Such plan may include provision for the retention of sums from the proceeds of milk produced by members and marketed by the Cooperative; in such event, such portion of such proceeds so retained shall be allocated to the members entitled thereto, and the Cooperative shall cause written notice of such allocation to be sent to each member.

11.5 The non-patronage proceeds of the Cooperative shall be its gross receipts derived from all sources which under law do not qualify as patronage income, less all income taxes payable on such receipts by the Cooperative and all expenses properly attributable to the production of such non-patronage proceeds. Non-patronage proceeds shall be used in behalf of the Cooperative and its members in accordance with such lawful purposes, including their allocation in whole or in part to members, as may be determined by the Board of Directors.

11.6 The Board of Directors shall set aside such amounts as, in its discretion, it deems necessary for the efficient conduct of the Cooperative’s business, provided however, that no amounts shall be set aside which are not reasonable in amount, giving due regard to the purpose thereof. Such amounts may be used for such proper corporate purposes as shall be determined by the Board of Directors. The Cooperative shall maintain records sufficient to afford permanent means for apportioning to each member such member’s pro-rata share of all such amounts retained by the Cooperative for each fiscal year.

11.7 The Cooperative shall have the right to handle the milk or otherwise deal with non-members upon such terms and conditions as the Board of Directors may from time to time determine, but the total value of all such milk shall not exceed the total value of all milk handled for its members.

11.8 In the event that the Cooperative suffers a loss, the Board of Directors may at any time prescribe a fair and reasonable basis on which equity shall be reduced on account of any such loss and/or on which an assessment of members shall be made.

11.9 Anything in these By-Laws to the contrary notwithstanding, a member’s membership in the Cooperative constitutes an agreement by such member to take into account for federal income tax purposes the stated dollar amount of any and all written notices of allocation and all certificates evidencing funds retained by the Cooperative as well as all amounts received as patronage dividends, rebates or refunds, whether paid in money or property, as provided in Section 1385 (a) and 1388 of the Internal Revenue Code of 1954, as amended, and including any other provision of similar purpose which may hereafter become applicable to the Cooperative.

11.10 Upon dissolution of the Cooperative, after the payments or provision for payment of all debts and obligations, members (which term shall include both present and former members) and stockholders shall be paid their interest in the remaining funds of the Cooperative in accordance with the plan of distribution adopted by the Board of Directors. Such plan of distribution shall provide for the amounts members and stockholders are entitled to receive from such remaining funds on account of their equity contributions, and other equity interests, if any, and on account of amounts allocated to them from patronage and non-patronage earnings, and for the allocation of any other funds remaining, provided that such plan be fair and equitable and not inconsistent with the requirement that the Cooperative be operated on a cooperative basis. Such plan may provide that payment of any sum or sums to which any member or stockholder may be entitled may be made at such time or from time to time and upon such terms and conditions all as the Board of Directors may, in its judgment, deem to be in the best interest of the members.

11.11 Notwithstanding any other provision of these By-Laws, or any terms or conditions established by the Board of Directors for the retention of funds for capital or other purposes, the Cooperative shall have the absolute right to set off against any amounts which it may owe any patron, whether from funds retained for capital or other purposes, patronage dividends or any other sources whatsoever, any claims which it may have against such patron.

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11.12 The Cooperative may establish and maintain allocated equity accounts for current or former patrons of cooperatives with which the Cooperative merges or consolidates to reflect allocated equity interests previously held by such patrons in their organizations (“Equity Allocations”). Amounts represented by Equity Allocations shall constitute equity capital of the Cooperative and may be authorized by the Board of Directors subject to such terms and conditions as may be determined by the Board; provided, however, that such interests are nonvoting and are not entitled to receive dividends. Equity Allocations may be issued in such order, series, or groupings and subject to such designations as the Cooperative’s Board of Directors may determine. Equity Allocations are redeemable solely at the discretion of the Board of Directors. Unless otherwise determined by the Board, certificates will not be issued for such interests and such interests may only be transferred to the Cooperative. All debts of the Cooperative, both secured and unsecured, shall be entitled to priority over all Equity Allocations. The Cooperative shall have a lien on all Equity Allocations for all indebtedness of the account holders to the Cooperative. Equity Allocations may be issued subject to the terms of a merger or consolidation agreement with another entity. Equity Allocations may be cancelled in accordance with the terms of the merger or consolidation agreement or to allocate losses of the Cooperative in accordance with section 11.8 of this Article, as determined by the Board of Directors.

11.13 Any dividends paid on the authorized preferred stock of the Cooperative that may be issued from time to time by the Cooperative will be in addition to amounts otherwise payable to members which are derived from business done with or for members during the taxable year and, accordingly, the Members’ Patronage Proceeds of the Cooperative (i.e., the Cooperative’s net patronage income) shall not be reduced by such preferred stock dividend payments.

ARTICLE 12.Unclaimed Money12.1 A claim for money against the Cooperative shall be subject to the provisions of this section 12.1 whenever

(1) the Cooperative is ready, able and willing to pay such claim, and (2) the Cooperative has paid or is paying generally claims arising under similar circumstances, but (3) payment of such claim cannot be made for the reason that the Cooperative does not know the whereabouts or mail address of the one entitled to payment. If such claim is not actually paid within a period of five (5) years after it became payable as herein provided, the Cooperative shall remove the claim as a liability on its books; provided that no such removal shall be made unless at least thirty (30) days prior thereto the Cooperative shall have sent by registered mail, return receipt requested, a written notice of the proposed removal, addressed to the person appearing from the Cooperative’s record to be entitled to payment of such money at the last known address of such person shown by the records of the Cooperative.

Any such claim so removed after giving such notice shall be deemed extinguished, but the Cooperative shall continue to maintain a memorandum record of such claim and shall pay the principal amount thereof without interest to any claimant who subsequently establishes to the satisfaction of the Cooperative such claimant’s right to receive payment.

ARTICLE 13.Indemnification13.1 To the fullest extent possible under the provisions of the Delaware General Corporation Law and in the manner

provided for thereunder, the Cooperative shall indemnify any person who is or was a director, officer, employee or agent of the Cooperative or any person who is or was serving at the request of the Cooperative as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise.

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ARTICLE 14.Amendments14.1 The voting representatives by the affirmative vote of a majority thereof may at any regular or special meeting

of the Cooperative adopt new By-Laws and amend or repeal these By-Laws, but no By-Laws shall be adopted and no existing By-Laws shall be amended or repealed unless written notice of such proposed action shall have been given in the call for the meeting at which such adoption, amendment or repeal is to be acted upon.

14.2 The Board of Directors may adopt new By-Laws or amend or repeal these By-Laws by the affirmative vote of a majority of the directors, but no By-Laws shall be adopted and no existing By-Laws shall be amended unless written notice of such proposed action shall have been given in the call for the meeting at which such adoption, amendment or repeal is to be acted upon. Any action of the Board of Directors taken under this Section 14.2 shall be effective on the date specified at the time of its adoption and shall be submitted to and must be approved by the affirmative vote of a majority of the voting representatives at their next regular or special meeting if it is to remain effective beyond the date of said regular or special meeting.

14.3 To the extent that any statute or other provision of law may require that adoption of new By-Laws or the amendment or repeal of these By-Laws may be voted upon by all producer members, including those not otherwise entitled to vote, such adoption, amendment or repeal may be voted upon by mail. The procedures for conducting such mail vote shall, in each instance, be determined by the Board of Directors.

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APPENDIX A

STOCK PURCHASE AND VOTING AGREEMENT THIS AGREEMENT is made the 11th day of February, 2003, among Agri-Mark Inc., a cooperative corporation

organized and existing under the laws of the State of Delaware (“Agri-Mark” or the “Cooperative”), and the undersigned individuals, who constitute all the members of the Board of Directors and all the shareholders of Agri-Mark, (hereafter referred to collectively as “Shareholders”).

1.0 Recitals

1.1 Agri-Mark is a stock cooperative marketing corporation organized under the laws of the State of Delaware.

1.2 The parties understand that Delaware law require that a Delaware stock corporation issue shares of stock entitled to vote.

1.3 Agri-Mark has members (“Members”) pursuant to Article 2 of its By-Laws (“By-Laws”), which By-Laws are attached hereto as Exhibit A and incorporated herein by reference.

1.4 The By-Laws provide for the establishment of membership regions (each a “Region” and collectively the “Regions”), each of which has a director (“Regional Director”) on the Agri-Mark Board of Directors (the “Board”), and each of which has representatives (“Voting Representatives”) who represent their Region’s Members at meetings of the Cooperative.

1.5 Each member has one vote, exercisable at meetings of the Member’s Region and/or section which may be established within that Region.

1.6 At annual meetings of each Region, Members vote for the Regional Directors.

1.7 Members elect Voting Representatives to represent them at annual and special meetings of the Cooperative.

1.8 Subject to positions created by the Board pursuant to the By-Laws, the Voting Representatives may also select directors-at-large (“At-Large Directors”) to sit on the Board.

1.9 The voting power of the Cooperative, with respect to any matter on which the Members of Agri-Mark may be entitled to vote, is exercisable solely by the Voting Representatives.

1.10 The parties hereto wish to reconcile the need for the issuance of voting stock by Agri-Mark with (1) the right of Members and Voting Representatives to elect the Regional Directors and At-Large Directors (collectively, the “Directors”), and (2) the right of the Voting Representatives to vote on all corporate matters which require membership action.

1.11 The parties intend, and by this agreement insure, that the shares shall be voted, on any corporate action requiring the shareholder vote, in accordance with the vote of the Members or the Voting Representatives voting on any such action pursuant to the By-Laws.

2.0 Shareholders

2.1 Only Directors on the Board shall be issued shares of stock in Agri-Mark.

3.0 Purchase and Sale of Shares

3.1 At the time each Director assumes office on the Board, such Director shall execute a joinder agreement in the form attached hereto as Exhibit B and thereby become a party to this agreement, and Agri-Mark shall sell, and such Director shall buy, one share of the common stock of Agri-Mark at a price of One Dollar ($1.00) per share (the “share price”).

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3.2 No Shareholder shall encumber or dispose of all or any part of the shares now or hereafter acquired without first offering to the Cooperative a prior opportunity, to be exercised within a reasonable time, to acquire such shares at the share price.

3.3 When a Director’s term on the Board expires, or is terminated by resignation, death, or other cause, Agri-Mark shall buy, and the shareholder or shareholder’s estate shall sell, within ten (10) days of such expiration or termination, the shareholder’s share at the share price. Upon completion of such sale, the Shareholder or the Shareholder’s estate shall cease to be a party to this agreement.

3.4 Each stock certificate issued pursuant to this agreement shall be deposited with the Cooperative for safekeeping by the holder thereof, together with suitable instrument of transfer, which instrument shall be deemed to be effective when the holder ceases to be a Director pursuant to Paragraph 3.3 above.

4.0 Voting Agreement

4.1 The Shareholders shall vote their shares to provide for the following:

(a) The Directors on the Board shall consist of the Regional and At-Large Directors selected by the members and Voting Representatives pursuant to the By-Laws.

(b) On any action requiring the vote of Voting Representatives pursuant to the By-Laws and a shareholder vote pursuant to statute, the Shareholder vote shall affirm the vote of the Voting Representatives.

5.0 Endorsement on Share Certificate

5.1 Each certificate for shares now held or hereafter issued shall be endorsed as follows:

“The share represented by this certificate is subject to the terms of a Stock Purchase and Voting Agreement dated February 11, 2003, and amendments and extensions thereof, a copy of which is on file at the office of Agri-Mark, Inc.

6.0 Restriction on Shares

6.1 No shareholder shall encumber or dispose of all or any part of the shares now owned or hereafter acquired except pursuant to this agreement.

7.0 Term of Agreement

7.1 This agreement shall continue for a term of ten (10) years from the date hereof, and thereafter, shall automatically renew for successive periods of five (5) years each until terminated by the Board as provided herein. The Board may terminate this agreement at any time and provide for another method of holding and/or voting the Cooperative’s stock.

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EXHIBIT BJoinder Agreement

Stock Purchase And Voting AgreementThe undersigned Director of Agri-Mark, Inc. hereby agrees to become a party to the Stock Purchase And Voting Agreement between and among Agri-Mark, Inc. and the members of its Board of Directors dated __________, ______, ____, as amended, and agree to be bound by all of the terms and conditions of such agreement applicable to a Director and Shareholder of Agri-Mark, Inc. effective as of the date on which the undersigned first became such a Director.

IN WITNESS WHEREOF, the undersigned executes this Joinder Agreement on the _______ day of _____________, 2___

New Director:

_____________________________

[Name]

cabotcheese.coop • agrimark.coop • mccadam.coopAgri-Mark, Inc., 40 Shattuck Road, Andover, MA 01810 • 978.552.5500