PRO-FAC COOPERATIVE, INC.
(as amended August 19, 2002)
Article I: Offices
Section 1. Principal Office
The principal office of the Cooperative shall be located in Rochester, New York or such other place as the
Board of Directors may from time to time designate.
Article II: Members
Section 1. Eligibility
All persons, partnerships, firms, corporations, institutions and business organizations of any kind which engage in
the production of agricultural products which can be marketed through the Cooperative shall be eligible for
membership in the Cooperative as shall cooperative corporations of such producers.
Section 2. Application for Membership
An applicant for membership in the Cooperative shall file with the Cooperative an application for membership in
such form and containing such terms as shall be from time to time determined by the Board of Directors. Included
in the application shall be a statement that the applicant agrees to (a) comply with and be bound by the terms and
conditions contained in the Cooperative's Restated Certificate of Incorporation dated August 19, 2002, as further
amended and restated from time to time (the "Certificate of Incorporation") and in these Bylaws, as further
amended from time to time (the "Bylaws"); (b) purchase the required number of shares of common stock of the
Cooperative as established from time to time by the Board of Directors based upon the quantity and type of
agricultural products to be marketed through the Cooperative by the applicant; and (c) take into account,
pursuant to Section 1385 and 1388 of the Internal Revenue Code of 1986 as amended, the stated dollar amount
of any and all written notices of allocation received from the Cooperative and include such stated dollar amount in
his gross income for the year in which such written notices of allocation are received.
Section 3. Approval of Application
An application for membership may be approved by the Board of Directors as herein provided if it is determined
that the appr