BYLAWS

COOPERATIVE LEAGUE OF THE U.S.A., D/B/A THE

NATIONAL COOPERATIVE BUSINESS ASSOCIATION

(As Amended by the Membership at its September 1999 Annual Meeting)

The Cooperative League of the U.S.A., d/b/a

the National Cooperative Business Association

is referred to throughout these bylaws

as the "Association"

PAGE

ARTICLE 1 NAME AND PURPOSE 1

1.1 Name 1

1.2 Purpose 1

1.3 Principles of Cooperation 1

ARTICLE 2 MEMBERSHIP 1

2.1 Classes of Membership 1

2.2 Application for Membership 2

2.3 Dues 2

2.4 Assignment Prohibited 2

2.5 Termination 2

ARTICLE 3 ACTIVE AND ASSOCIATE DELEGATES 2

3.1 Appointment of Delegate 2

3.2 Responsibilities of the Delegate 2

ARTICLE 4 VOTING 3

4.1 Allocation of Votes for Active Members 3

4.2 Individual and Associate Member Votes 3

4.3 Voting Delegates 3

4.4 Voting Delegate Representing More than One Member 4

4.5 Nonvoting Delegates 4

4.6 Term of Office 4

4.7 Cumulative Voting 4

ARTICLE 5 MEETINGS OF MEMBERS 4

5.1 Annual Meetings 4

5.2 Special Meetings 4

5.3 Notice 5

5.4 Waiver of Notice 5

5.5 Quorum 5

5.6 Resolutions 5

5.7 Mail or Electronic Ballot 5

5.8 Standing Rules 5

ARTICLE 6 CREDENTIALS AND NOMINATING COMMITTEES 5

6.1 Membership 5

6.2 Credentials Committee 6

6.3 Nominating Committee 6

ARTICLE 7 BOARD OF DIRECTORS 6

7.1 Powers 6

7.2 Composition 6

7.3 Vacancies 6

7.4 Compensation 6

7.5 Contracts 7

7.6 Termination 7

7.7 Removal 7

ARTICLE 8 OFFICERS 7

8.1 Election of Officers 7

8.2 Chair 7

8.3 First Vice Chair 7

8.4 Second Vice Chair 7

8.5 Secretary 7

8.6 Treasurer 7

8.7 President 7

8.8 Other Officers 8

8.9 Vacancies 8

8.10 Bond 8

8.11 Removal 8

ARTICLE 9 COMMITTEES 8

9.1 Executive Committee 8

9.2 Other Committees 8

9.3 Standing Committees 8

ARTICLE 10 BOARD MEETINGS 8

10.1 Organizational Meeting 8

10.2 Regular Meetings 8

10.3 Special Meetings 9

10.4 Notice 9

10.5 Quorum 9

10.6 Order of Business 9

ARTICLE 11 RELATED ENTITIES 9

ARTICLE 12 FINANCES 9

ARTICLE 13 DISSOLUTION 9

ARTICLE 14 AMENDMENTS 10

LIABILITY INSURANCE 10

1.1 Name. The name of the corporation shall be the Cooperative League of the USA, d/b/a the National Cooperative Business Association, and shall be referred to in these bylaws as the "Association."

1.2 Purpose. The purpose of the Association shall be as set forth in the articles of incorporation.

1.3 Principles of Cooperation. The principles of cooperation to which the Association subscribes are:

1) Voluntary and open membership;

2) Democratic member control;

3) Member economic participation;

4) Autonomy and independence;

5) Education, training and information;

2.1 Classes of Membership. There shall be three (3) classes of members admitted in accordance with these bylaws and such rules and requirements as may be prescribed by the board of directors.

The board of directors shall determine the appropriate class of membership for all applicants. Classes of membership as defined above are mutually exclusive. The term "members," as used in these bylaws, means active members, individual members, and associate members.

2.2 Application for Membership. Application for membership shall be in a manner prescribed by the board of directors, and all applications shall be acted upon promptly by the board of directors. Any applicant whose application for membership is rejected may appeal in accordance with the rules prescribed by the board of directors.

2.3 Dues. Membership dues shall be determined from time to time by the board of directors. Dues may vary by industry or other relevant criteria and need not be uniform within or among classes.

2.4 Assignment Prohibited. Membership is not assignable and is transferable only upon approval of the board of directors.

2.5 Termination. Membership may be terminated or suspended for cause by the board of directors, or by its designated agent acting in accordance with guidelines promulgated by the board of directors. Cause is deemed to include, but is not limited to, failure to pay dues in a timely fashion as prescribed by the board of directors. Any member which has been terminated or suspended shall have no further rights as a member unless, and until, reinstated.

3.1 Appointment of Delegate. Each active and associate member shall appoint a delegate to the Association. The appointment shall be in writing signed by an authorized officer of the member. The appointment shall be effective until such time as an officer of the member organization notifies the Association of a change of their delegate in writing. The delegate shall be the official representative of that active or associate member to the Association and the Association shall be entitled to rely on actions of the delegate as actions of the member. If an active or associate member has a director on the Association board, that director shall automatically also serve as the delegate unless that active or associate member designates a different individual. Notice of the person currently holding the member's delegate position will be sent annually to each member.

3.2 Responsibilities of the Delegate. Each delegate will have the following responsibilities:

4.1 Allocation of Votes for Active Members. Subject to the provisions of section 2.5 with respect to suspension of members, active members, in good standing as determined by the board of directors, will be allocated votes at any annual or special meeting based on the amount of dues paid during the previous year or the current year, whichever is higher, in accordance with the schedule set forth below. For purposes of this section and for determining eligibility to vote or otherwise participate in any annual or special meeting, the "record date" shall be the date which is thirty (30) days prior to the meeting, and all determinations of voting or eligibility shall be made as of the record date.

Amount of Dues Number of Votes

Up to $499 1

500 - 1,499 2

1,500 - 2,999 3

3,000 - 4,999 4

5,000 - 6,999 5

7,000 - 9,999 6

10,000 - 14,999 7

15,000 - 19,999 8

20,000 - 24,999 9

25,000 - 29,999 10

30,000 - 34,999 11

35,000 - 39,999 12

40,000 - 44,999 13

45,000 - 49,999 14

50,000 and over 15

4.2 Individual and Associate Member Votes. Individual members and the delegates representing associate members, in good standing as determined by the board of directors, shall each be entitled to one vote at any annual or special meeting of the members.

4.3 Voting Delegates. A delegate of each Active member may appoint one or more delegates, up to the total number of votes allowed, who may each exercise one or more of the member's votes and who shall each be entitled to all the privileges of a member of the body at any annual or special meeting.

A delegate of each Associate member may appoint one delegate, who may exercise the member's vote and who shall be entitled to all the privileges of a member of the body at any annual or special meeting.

Individual members may appoint one delegate, who may exercise the member's vote and who shall be entitled to all privileges of a member of the body at any annual or special meeting. Individual members may assign their votes under the provisions listed in 4.4.

Appointments shall be made by delivering a written statement of appointment, signed by the Delegate, to the secretary by a date established by the board of directors, which date shall be not more than (ten) 10 days prior to that meeting. The written statement may designate alternate delegates to replace delegates who do not attend the meeting.

4.4 Voting Delegates Representing More than One Member. One person may be appointed as a delegate by more than one active, associate and/or individual member. However, no person so appointed as a delegate by more than one member shall cast more than five (5) votes, combined, for the active, associate and/or individual members, on each vote taken.

4.5 Nonvoting Delegates. Alternate delegates, and the directors appointed by the board, who are not individual members or voting delegates, shall be nonvoting delegates at any annual or special meeting. Nonvoting delegates shall have access to the floor for the purpose of addressing the body, but they shall not have the right to make or second motions or to vote.

4.6 Term of Office. Each delegate or alternate delegate shall serve for the duration of the meeting for which he or she is appointed, or until the delegate or alternate's name is withdrawn by written statement signed by the trustee or a person authorized to act on behalf of the member.

4.7 Cumulative Voting. Voting delegates and individual members are entitled to cumulate their votes to elect directors. A voting delegate or individual member may give one candidate a number of votes equal to the number of votes that voting delegate or individual member is authorized to exercise times the number of directors to be elected, or distribute that voting delegate or individual member's votes on the same principle among any or all of the candidates, as that voting delegate or individual member sees fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

5.1 Annual Meetings. The annual meeting of the members shall be held at such time and place as determined by the board of directors.

5.2 Special Meetings. The board of directors may call a special meeting at any time or place. A special meeting shall be called upon the petition of members whose combined vote equals or exceeds 25 percent of the total votes held by all members of the Association or two-thirds of the number of all members. The petition shall state the specific business to be transacted and shall be filed with the president or the secretary. On receipt of the petition, the president or the secretary shall give proper notice to each member and each other delegate entitled to vote at the meeting. The notice for a special meeting shall state the time, place, and purpose; no other business may be acted on at such a meeting, except with the consent of 75 percent or more of the authorized votes at the meeting.

5.3 Notice. A written notice of each annual or special meeting, stating the time, place (and, for special meeting, the purpose), shall be delivered or mailed to the Delegate of each active and associate member and to each individual member entitled to vote at the meeting. If mailed, the notice shall be addressed to the member's last known address as shown by the records of the Association and shall be deemed given on the date deposited in the U.S. mail or delivered by another receipted method, so addressed, postage prepaid, or delivered by a method for which an acknowledgement of delivery is obtained.

The notice shall be postmarked or the acknowledgement of delivery dated receipt not more than fifty (50) nor less than fifteen (15) days before the date fixed for the meeting. If the meeting is adjourned or recessed to another time or place, no further notice as to the adjournment or recess need be given other than announcement at the meeting at which the adjournment is decided.

5.4 Waiver of Notice. Any delegate entitled to vote at a meeting may either before, at, or after the meeting waive any and all provisions of these bylaws as to notice of the meeting. Attendance at the meeting by the delegate, shall constitute waiver of notice of the time and place of the meeting.

5.5 Quorum. A quorum shall consist of 15 percent of the total votes held by all members of the Association.

5.6 Resolutions. All resolutions proposed for determination at any annual or special meeting shall be submitted in advance in such a manner as the board of directors shall determine. Each resolution will be submitted to the membership with specific recommendations, in the manner prescribed by the board of directors. Resolutions may be made from the floor with a majority vote of the members present.

5.7 Mail or Electronic Ballot. The board of directors may, from time to time, propose resolutions, conduct elections for the board of directors or other items, except amendment of these bylaws, for vote of the membership by mail or electronic ballot. Members shall be entitled to the same number of votes in a mail or electronic ballot as they would be entitled to as a special or annual meeting. Ballots shall be mailed to each delegate of each active, associate and individual member, not less than thirty (30) nor more than fifty (50) days prior to the return date thereof. The ballot shall fully state the question being voted on. In order for the results of the mail ballot to be binding, the number of ballots returned must equal or exceed the quorum required if a meeting had been held.

5.8 Standing Rules. The board of directors may adopt, from time to time, standing rules for the conduct of membership meetings, elections, mail ballots, and with respect to such other items as they deem necessary and proper.

6.1 Membership. The members of the credentials and nominating committees will be appointed from among the members by the chair with the approval of the board of directors. Members shall serve from the time of appointment until the adjournment of the next annual meeting of the membership. There shall be five members on each committee.

6.2 Credentials Committee. The credentials committee shall determine and certify the credentials of all delegates at any meeting, shall hear all challenges to delegates or votes, and shall provide for the counting of votes in elections or for decision of any question. If requested, the credentials committee shall report in writing on any challenge or question determined by it and its certification of the facts as determined. Written verification of voting credentials requested by the credentials committee must be signed by a delegate or individual member and may be submitted by mail or facsimile.

6.3 Nominating Committee. The nominating committee shall nominate candidates for all elected positions on the board of directors. Each candidate must be either an individual member; or a director or an employee of an active or associate member. At least two candidates shall be nominated for each vacant position. Additional nominations from the floor or petition may be made only pursuant to rules established by the board of directors. Otherwise nominations may not be made from the floor.

7.1 Powers. Except as otherwise provided by law, the articles of incorporation, or these bylaws, all corporate powers, and business of the Association shall be exercised by the board of directors.

7.2 Composition.

7.3 Vacancies. Any vacancy on the board of directors, other than directors selected pursuant to section 7.2.1, may be filled by the vote of the remainder of the directors, notwithstanding that such remaining directors constitute less than a quorum. The appointed director shall serve for the unexpired portion of the term.

7.4 Compensation. No director elected or appointed by the members shall receive compensation or reimbursement of expenses for his or her attendance at meetings of the board of directors.

7.5 Contracts. Any contract with a director or officer shall be on commercially reasonable terms not differing materially from the terms of similar contracts entered into with third parties, provided that directors may enter into contracts with the Association only with the approval of the board of directors or in accordance with a policy duly adopted by the board of directors.

7.6 Termination. Should a member's membership in the Association terminate or be terminated or suspended for any reason, any director serving due to an affiliation with that member, or who was eligible to serve as a director by reason of affiliation with that member, shall resign.

7.7 Removal. A director may be removed, with or without cause, by the active member which appointed the director. Directors elected by the members may be removed by the members at any annual or special meeting. Directors elected by the board of directors, may be removed for cause by a two-thirds majority of the board of directors. Cause shall include, but not be limited to, consecutive unexcused absences from meetings of the board of directors or otherwise failing to discharge the responsibilities of a director.

8.1 Election of Officers. At its first meeting each year following the annual meeting, the board of directors shall elect, from among the directors, the following officers: chair, first vice chair, second vice chair, secretary, and treasurer. The chair, first vice chair, and second vice chair may not hold their respective offices for more than two consecutive one-year terms.

8.2 Chair. The chair of the board shall preside at all meetings of the members and of the board of directors and shall have such other duties as are normally incident to that office.

8.3 First Vice Chair. The first vice chair shall possess all the powers and perform the duties of the chair during the chair's absence and shall assume other duties and responsibilities requested by the chair.

8.4 Second Vice Chair. The second vice chair shall possess all the powers and perform all the duties of the chair during the absence of both the chair and the first vice chair and shall assume other duties and responsibilities as requested by the chair.

8.5 Secretary. The secretary shall see that minutes are kept of all board and membership meetings and shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law and shall generally perform the duties incident to the office and shall assume other responsibilities as requested by the chair.

8.6 Treasurer. The treasurer shall oversee the funds, securities, receipts, and disbursements of the Association, shall perform all duties and have all authority incident to the office, and shall assume other responsibilities as requested by the chair.

8.7 President. The Board shall select the president, not from the Board of Directors, who shall be the chief executive officer of the Association and shall have full authority to manage the business of the Association.

8.8 Other Officers. The board of directors may provide for additional officers.

8.9 Vacancies. The board may select a successor to fill any vacancy in any office elected by the board.

8.10 Bond. Any officer or employee handling funds or negotiable instruments or other property of the Association shall furnish, at the expense of the Association, bond in such amounts and with such surety as the board of directors may require.

8.11 Removal. The board of directors may remove any officer elected by the board of directors, with or without cause, and may fill any vacancy resulting from a removal as provided in section 8.9.

9.1 Executive Committee. The board of directors shall elect an executive committee, composed entirely of directors, which may exercise such powers as are specifically delegated by the board of directors. The executive committee may be delegated the full power to act in place of the board of directors only if elected by the directors then in office. The Executive Committee will be composed of the elected officers of the Association plus four directors elected by the Board of Directors.

9.2 Other Committees. The board may maintain such other committees composed of directors and others as it deems necessary and appropriate.

9.3 Standing Committees. The board of directors may establish such standing committees as are necessary to accomplish the work of the Board. The chair of the board of directors shall appoint the chairs and members of the committees.

10.1 Organizational Meeting. The board shall meet on the call of the chair, first or second vice chairs, immediately following the annual meeting to organize and to elect officers, to elect an executive committee, and to conduct such other business as may be appropriate. Officers elected shall take office following the close of that meeting. Officers and committees shall serve until their successors are duly elected at the next organizational meeting. The organization meeting may be held upon notice given at the annual meeting of the members or upon notice provided as set forth below.

10.2 Regular Meetings. The board shall also hold regular meetings at such times and places as it determines including conference calls, mail ballots or electronic meetings. No notice of such meetings need be given if the time and place of the meeting was determined at a duly called meeting of the board of directors.

10.3 Special Meetings. Special meetings of the board of directors may be called by the chair of the board or by a petition signed by 25 percent of the directors then in office. Upon receipt of such a petition, the chair shall send out notice of the meeting to all directors. Special meetings may be held at such place as the petition designates or, in the absence of such designation, as determined by the chair.

10.4 Notice. Except with respect to regular meetings scheduled by the board of directors as provided in section 10.1 above, a written notice of each meeting of the board of directors, stating time and place (and for special meetings, the purpose) shall be delivered to each director or mailed or telegraphed to that director's last known address, not more than fifty (50) days and not less than ten (10) days before the meeting date. Meetings may be held without notice if all directors are present or if all directors assent in writing before or after the meeting. Any director may, before, at, or after any meeting, waive any or all provisions of law or of these bylaws as to notice, and attendance at any meeting shall be deemed waiver of notice of the time and place thereof.

10.5 Quorum. A majority of the directors then in office constitutes a quorum, but directors present at any meeting may adjourn the meeting from time to time without further notice until a quorum is present.

10.6 Order of Business. The board of directors shall establish the order of business at any meeting.

To carry out its program, the Association may create, acquire, be a partner in, or otherwise participate in other organizations, including, but not limited to, corporations, partnerships, joint ventures, and unincorporated associations. Each entity related to the Association or in which the Association participates will have a structure appropriate to its purposes. The board of directors will be responsible in each case for specifying the structure and for designating the relationship between the Association and each such entity, and for how directors, if any, shall be elected or appointed.

Funds of the Association shall be invested only in classes of securities or property approved by the board of directors. Any loan to a member shall be made only with the approval of two-thirds of the board of directors.

On dissolution or liquidation of the Association, either voluntary or involuntary, and after payment of all debts, the remaining assets shall be donated by majority vote of the directors present at a special board meeting called for this purpose to such organizations active in cooperative education or cooperative development that qualify as exempt organizations under Section 501(c) of the Internal Revenue Code of 1954 or its counterpart.

14.1 Process. These bylaws may be amended, repealed or new bylaws adopted as follows: (a) By a majority of the membership at any meeting thereof provided that notice of the proposed change was given to the members with the notice of the meeting; or (b) By a vote of two-thirds of the board of directors at any meeting thereof, provided that notice of the proposed changes was given to the board directors at least fourteen (14) days prior to the meeting. The secretary shall inform the membership of any changes in the bylaws by mailing a notice thereof within thirty (30) days.

The Association shall indemnify to the full extent permitted by law any director, officer, or former director or officer of the Association or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock, in which it is a member, or with respect to which it is a creditor against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a director or officer. However, no person shall be indemnified in relation to any matter as to which he or she is adjudged in such action, suit, or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association. The Association shall purchase and maintain directors and officers liability insurance in an appropriate amount to provide the above described indemnification.