Exhibit 3.2.3
AMEMDMENTS
TO
AMENDED AND RESTATED BYLAWS
OF
ALLIANCE FARMS COOPERATIVE ASSOCIATION
The Amended and Restated Bylaws of Alliance Farms Cooperative
Association (the "Association") were amended by the Board of Directors at its
March 21, 1997 meeting and by the members of the Association at its April 14,
1997 meeting, as follows:
RESOLVED, that the Bylaws of the Association be, and they hereby
are, amended as follows:
1. The present Section 2.1 of the Bylaws is deleted in its entirety and
the following new Section 2.1 is inserted in lieu thereof:
2.1 Limitations and Qualifications. Only producers of
agricultural products, associations of such producers, and
federations of such associations, who have executed and
delivered to the Association a Feeder Pig Purchase Agreement
(as defined in Section 3.2 of these Bylaws) may own Class A
Common Stock (as defined in Article SIXTH of the Articles of
Incorporation) of the Association. Only producers of
agricultural products, associations of such producers, and
federations of such associations, who have executed and
delivered to the Association a Weaned Pig Purchase Agreement
(as defined in Section 3.2 of these Bylaws) may own Class B
Common Stock (as defined in Article SIXTH of the Articles of
Incorporation) of the Association. Except as provided in
the two immediately preceding sentences, no person may own
the capital stock of the Association. Only stockholders of
the Association may be members of the Associations, and each
stockholder of the Association shall be a member of the
Association.
2. The first paragraph of the present Section 2.2 of the Bylaws is
deleted in its entirety and the following new first paragraph is
inserted in lieu thereof:
In the event that (a) a member (i) has terminated a
Feeder Pig Purchase Agreement between the Association and
the member or a Weaned Pig Purchase Agreement between the
Association and the member without having executed and
delivered to the Association a replacement Feeder Pig
Purchase Agreement or a replacement Weaned Pig Purchase
Agreement, as the case may be, or (ii) fails to be a party
to a Feeder Pig Purchase Agreement with the Association or a
Weaned Pig Purchase Agreement with the Association, or (b)
the Board of Directors by resolution finds that a member has
(i) intentionally or repeatedly violated any provision of
the Articles of Incorporation or these Bylaws, or (ii)
breached a Feeder Pig Purchase Agreement or a Weaned Pig
Purchase Agreement or materially breached any other contract
with the Association or (iii) remained indebted to the
Association for ninety (90) days after such indebtedness
first became payable, or (iv) willfully obstructed any
lawful purpose or activity of the Association, then the
Board of Directors, in its sole discretion, may terminate
such member's membership in and association with the
Association in any manner hereinafter provided.
3. The present Section 2.4 of the Bylaws is deleted in its entirety and
the following new Section 2.4 is inserted in lieu thereof:
2.4 Transferability of Equity Interests. The equity
interests issued by the Association may not be assigned or
transferred, except upon consent of the Board of Directors;
provided, however, that the Board of Directors shall not
give such consent absent the execution and delivery to the
Association of a Feeder Pig Purchase Agreement, with respect
to an assignment or transfer of Class A Common Stock (as
defined in Article SIXTH of the Articles of Incorporation),
or a Weaned Pig Purchase Agreement, with respect to an
assignment or transfer of Class B Common Stock (as defined
in Article SIXTH of the Articles of Incorporation), by such
assignee or transferee.
4. The present Section 3.2(b) of the Bylaws is deleted in its entirety
and the following new Section 3.2(b) is inserted in lieu thereof:
(b) Feeder Pig Purchase Agreements and Weaned Pig Purchase
Agreements. Without limiting the foregoing, the Association may
make (i) uniform feeder pig purchase agreements ("Feeder Pig
Purchase Agreements") with its members owning Class A Common
Stock (as defined in Article SIXTH of the Articles of
Incorporation) that require such members to, among other things,
purchase from the Association feeder pigs that meet particular
minimum weight, management and quality standards; provided,
however, that the application of the terms of the Feeder Pig
Purchase Agreements may result in different prices for the
purchase of feeder pigs, and (ii) uniform weaned pig purchase
agreements ("Weaned Pig Purchase Agreements") with its members
owning Class B Common Stock (as defined in Article SIXTH of the
Articles of Incorporation) that require such members to, among
other things, purchase from the Association weaned pigs that meet
particular minimum weight, management and quality standards;
provided, however, that the application of the terms of the
Weaned Pig Purchase Agreements may result in different prices for
the purchase of weaned pigs. The allocation of any and all pigs
produced by the Association between those that are to be retained
by the Association for development into feeder pigs and those
that are to be sold pursuant to the Weaned Pig Purchase
Agreements will be determined by the Association based on the
average production of pigs at weaned pig age from all Production
Units (as defined below) and will be distributed in proportion to
the number of Class A Production Units (as defined below), on the
one hand, and the number of Class B Production Units (as defined
below), on the other hand. For purposes of this Section 3.2, (i)
"Production Units" means the Class A Production Units and Class B
Production Units, (ii) a "Class A Production Unit" means a feeder
pig production facility necessary to house, feed and care for a
group of approximately 2,450 sows and the attendant offspring
thereof (A) that is constructed using the proceeds of the
issuance of 17 shares of Class A Common Stock of Association and
(B) from which an initial lot of weaned pigs has been produced,
and (iii) a "Class B Production Unit" means a weaned pig
production facility necessary to house, feed and care for a group
of approximately 2,450 sows and the attendant offspring thereof
(A) that is constructed using the proceeds of the issuance of 18
shares of Class B Common Stock of Association and (B) from which
an initial lot of weaned pigs has been produced. The Board of
Directors shall have the power to carry out all agreements of the
Association with its members in every way advantageous to the
Association representing the members collectively and to modify
the terms of the form of Feeder Pig Purchase Agreements and of
the form of Weaned Pig Purchase Agreements so long as each such
modification maintains the relative economics of each member's
financing cost per pig as of the date or dates that each such
member's shares of capital stock were issued by the Association.
5. The present Section 9.1(a) of the Bylaws is deleted in its entirety
and the following new Section 9.1(a) is inserted in lieu thereof:
(a) The Association annually shall distribute as patronage
distributions to its member-patrons all of its net margins
realized by the Association on its patronage sourced income. The
Association's net margins through and including August 31, 1997
are equal to the Association's Federal taxable income realized by
the Association from patronage sourced business done with or for
its member-patrons, computed before reduction for patronage
distributions paid by the Association hereunder, and the
Association's net margins from and after September 1, 1997 are
equal to the Association's net income (computed under generally
accepted accounting principles) realized by the Association from
patronage sourced business done with or for its member-patrons,
computed before reduction for patronage distributions paid by the
Association hereunder. The Association shall compute its net
income (taxable income through and including August 31, 1997)
separately for each group of member-patrons, together with their
successors and permitted assigns (each such group of member-
patrons, including their successors and permitted assigns, are
referred to as a "Member Group"), whose shares of capital stock
originally were issued by the Association in connection with the
provision of financing for the acquisition or development of one
or more production units that were the subject of the issuance of
capital stock to such group (each, a "Member Group's Production
Unit"). In determining the amount of the Member Group's net
income (taxable income through and including August 31, 1997),
the Association shall separately take into account the
depreciation deductions and financing costs attributable to the
related Member Group's Production Unit(s). The amount of the
patronage dividend shall be computed separately for each Member
Group and the patronage dividend shall be equal to the net margin
computed for each such Member Group, and not reduced by any net
loss realized by any other Member Group. The allocation of net
margins as patronage distributions shall be made only with
respect to feeder pigs sold pursuant to the terms of the Feeder
Pig Purchase Agreements between the Association and the members,
weaned pigs sold pursuant to the terms of the Weaned Pig Purchase
Agreements between the Association and the members, and feeder
pigs and weaned pigs sold pursuant to the Swine Production
Services Agreement between the Association and Farmland
Industries, Inc. (or its successors or assigns).
6. The present Section 9.5 of the Bylaws is deleted in its entirety and
the following new Section 9.5 is inserted in lieu thereof:
9.5 Dissolution or Liquidation. Except as otherwise
provided in the Articles of Incorporation, in the event of the
dissolution or liquidation of the Association, the Association
shall distribute its assets in the following order of priority:
(1) to the payment of debts and liabilities of the Association;
(2) to setting up such reserves as the Board of Directors shall
determine to be reasonably necessary or appropriate for any
contingent or unforeseen liabilities or obligations of the
Association; and (3) among the holders of outstanding capital
credits and the Association's capital stock ratably in proportion
to the sum of:
(a) the cash, property or other consideration received
by the Association in exchange for each such share
of capital stock issued to the holder thereof (or
such holder's predecessors in interest of such
share), as determined by the Board of Directors,
plus
(b) the aggregate amount of any and all payments of
principal made by such holder (or such holder's
predecessors in interest), as determined by the
Board of Directors, pursuant to such holder's (or
such holder's predecessors in interest's) Feeder
Pig Purchase Agreement or Weaned Pig Purchase
Agreement, as the case may be, with respect to
(i) the debt incurred by the Association for the
production facilities constructed by the
Association with respect to the issuance of each
such share of capital stock from which the right
of such holder (or such holder's predecessors in
interest) to purchase pigs under such Agreement
derives, (ii) any debt incurred for the initial
working capital requirements with respect to the
operation of such production facilities, and
(iii) any debt incurred for purposes of
refinancing any such debt respectively.
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