BYLAWS
OF
FREEZER LONGLINE CONSERVATION COOPERATIVE

For the purposes of these Bylaws, the following terms shall have the following meanings:

Section 1.1. Cooperative. "Cooperative" shall mean the Freezer Longline Conservation Cooperative.

Section 1.2. Member. "Member" shall mean a duly qualified and admitted member of the Cooperative.

Section 1.3. License. "License" shall mean a Federal License Limitation Program Groundfish License with such endorsements as are necessary for its holder to engage in the Bering Sea/Aleutian Islands Pacific cod fisheries with a catcher/processor utilizing hook-and-line gear.

The Cooperative has been formed for the purposes of promoting, fostering, and encouraging the intelligent and orderly harvest of Pacific cod and other groundfish species in the Bering Sea/Aleutian Islands longline fisheries off Alaska (the "Fisheries"); reducing waste and improving resource utilization in the Fisheries; reducing the incidental catch of non-target species in the Fisheries; supporting research and public education about the Fisheries and facilitating interrelationships between the participants in the Fisheries; and to generally exercise the powers of a Washington nonprofit corporation conducive to its purposes, within the authority granted by the Washington Fish Marketing Act (R.C.W. 24.36), as the same may be amended from time to time, and subject to such limitations that are or may be prescribed by state or federal law, the Articles of Incorporation and these Bylaws.

Section 3.1. Qualification, Admission, and Renewal. A person is eligible to become a Member of the Cooperative if such person owns at least one License. The Members shall be as set forth on Exhibit A hereto, as the same may be amended from time to time. A prospective Member shall provide a current copy of its License(s) with its request to be admitted to the Cooperative. A prospective Member that demonstrates its eligibility to be a Member of the Cooperative shall be admitted. There shall be no more than one Member per License and a person may not (despite the ownership of multiple Licenses) hold more than one membership position in the Cooperative.

Section 3.2. Member Rights and Obligations; Membership Agreements. A Member’s rights and obligations related to membership in the Cooperative shall be as provided in these Bylaws, the Cooperative’s Articles of Incorporation, and a Membership Agreement to be entered into by the Cooperative’s Members. The Articles of Incorporation shall control over these Bylaws, and these Bylaws shall control over the Membership Agreement.

Section 3.3. Suspension and Expulsion.

Section 3.3.1. Non-Qualification. A Member that ceases to qualify under Section 3.1(a) shall be immediately and automatically expelled.

Section 3.3.2. For Cause. Other than as set forth in Section 3.3.1, above, a Member’s membership in the Cooperative may be suspended or terminated for (i) violating a material provision of the Cooperative’s Articles of Incorporation, these Bylaws, or its Membership Agreement; (ii) a material violation of State or Federal antitrust laws; or (iii) any action that could imperil the immunity of the Cooperative or its Members from application of State or Federal antitrust laws. An action to expel or suspend a Member may be initiated by any Member and expulsion or suspension shall require the unanimous consent of all directors except the director that was appointed by the Member against whom the action has been initiated. Suspension or expulsion shall have the effect of terminating a Member’s rights to participate in Cooperative activities and decision-making.

Section 3.3. No Transfer. Neither membership in nor a Member’s rights to property in the possession of the Cooperative may be sold, pledged, encumbered, transferred, or assigned.

Section 4.1. Annual Meeting. An annual meeting of the Members for electing Directors and Officers and transacting such other business as may properly come before the Members shall be held each year. The Board of Directors shall exercise reasonable efforts to schedule the meeting during the month of December, but the specific time and place of the meeting shall be determined each year by the Board. All matters discussed and/or acted upon at such meetings and all documents related to such discussions or actions shall be treated as confidential unless all Members specifically agree otherwise.

Section 4.2. Special Meetings. Special meetings of the Members may be called for any purpose and at any time by the President or a majority of the Directors. All matters discussed and acted upon at such meetings and all documents related to such discussions or actions shall be treated as confidential unless all Members of the Cooperative specifically agree otherwise.

Section 4.3. Notice. A written notice stating the place, date, and hour of membership meetings and, in case of a special meeting, the purpose or purposes for which the meeting has been called, shall be personally delivered, transmitted via facsimile, or transmitted via email, to each Member entitled to vote not less than ten (10) nor more than fifty (50) days prior to such meeting. If delivered personally, such notice shall be deemed delivered when given to the Member. If delivered by facsimile transmission or email transmission, such notice shall be deemed delivered when sent to the Member.

Section 4.4. Waiver of Notice. A Member may waive any notice required to be given by signing a written waiver either before or after the meeting. Attendance at a meeting shall constitute a waiver of notice of such meeting, except when attending for the express purpose of objecting to the transaction of business because the meeting was not lawfully called or convened.

Section 4.5. Authorized Representatives. Each Member that is not a natural person shall from time to time select an authorized representative (the "Authorized Representative"), who shall have the authority to speak for and act on behalf of such Member with respect to all Cooperative matters. The provisions of Section 3.1 notwithstanding, two or more Members may designate a single person to act as their Authorized Representative, which Authorized Representative shall exercise the rights of both such Members. Members shall identify their Authorized Representative by so notifying the Board of Directors in writing at the time of admission to the Cooperative. A Member may withdraw or substitute its Authorized Representative by providing written notice to the Cooperative and all other Members. The initial Authorized Representatives of the Members are set forth in Exhibit A hereto.

Section 4.6. Quorum. The presence of Members holding one hundred percent (100%) of the votes entitled to be cast, either in person or by written proxy, shall constitute a quorum. Any lesser number may recess from time to time until a quorum is present.

Section 4.7. Voting. On all Cooperative matters requiring Member action, each Member shall have one vote. All Member actions shall require one hundred percent (100%) Member approval. Members may vote in person (through their Authorized Representative) or by proxy.

Section 4.8. Selection of Directors and Officers.

Section 4.8.1 Designation of Directors. At each annual Membership meeting, each Member shall appoint one Director and one Alternate (as defined in Section 5.2) to sit on the Board of Directors. Each Director and Alternate must meet the qualifications to sit on the Board of Directors set forth in Section 5.3, below.

Section 4.8.2 Election of Officers. Election of Officers shall follow appointment of Directors. Officers of the Cooperative shall be elected by the Board of Directors from the Directors or Alternates in the following order: President, Vice President, Secretary and Treasurer. Each Director shall have one (1) vote. A nominee who receives a majority of the votes cast shall be deemed elected. If no nominee receives a majority, a second election shall be held between the nominees receiving the two largest numbers of votes. Officers may hold successive terms.

Section 4.9. Rules of Order. All questions of parliamentary procedure arising at membership meetings shall be settled in accordance with Robert’s Rules of Order or such other rules of order as the Members may adopt.

Section 4.10. Action of Members Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting if all Members entitled to vote execute a consent, which sets forth in writing the action to be taken. Such consents and all matters addressed in them shall be treated as confidential unless a majority of all the Directors specifically agree otherwise. A consent may be executed in counterparts and transmitted by facsimile.

Section 5.1. Power. Subject to the restrictions set forth in the Articles of Incorporation and these Bylaws, the Board of Directors shall have the authority to exercise all powers granted to it under the Cooperative’s Articles of Incorporation and these Bylaws to the fullest extent permitted by law. The salaries, if any, of all employees of the Cooperative shall be fixed by the Board of Directors. The Board may adopt such rules for the conduct of its business as it shall deem advisable, and may, in the execution of the powers granted, appoint agents it considers appropriate.

Section 5.2. Number of Directors. Each Member shall appoint one Director. Each Director shall have an alternate selected by the Member to fill such Director’s seat on the Board when the Director is unable to be present (the "Alternate").

Section 5.3. Qualifications. Each Director or Alternate must be an individual and an Authorized Representative of a Member. No Member may be represented by more than one Director. For the purposes of determining whether a Member is represented by more than one Director, Members with fifty percent (50%) or more common ownership at any tier or in the aggregate shall be considered a single Member.

Section 5.4. Vacancies. Vacancies on the Board of Directors, whether caused by disqualification, resignation, expulsion, death, an increase in the number of Members, or otherwise, shall be filled by the Member represented by that Director.

Section 5.5. Meetings. The Board of Directors shall hold meetings according to a schedule it deems appropriate. Special meetings of the Board may be called at any time by the President or a majority of the Directors, at such times and places as they may designate. Members of the Board of Directors or any committee created by the Board may participate in a meeting by means of a conference telephone or similar communications equipment, so long as all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. All matters discussed or acted upon at such meetings and all documents related to such discussions or actions shall be treated as confidential unless all Directors specifically agree otherwise.

Section 5.6. Notice. A written notice stating the place and hour of a proposed Board meeting and, in case of special meetings, the date and purpose or purposes for which it is called, shall be personally delivered, transmitted via facsimile, or transmitted via email, to each Director entitled to vote not less than two (2) nor more than thirty (30) days prior to such meeting. If delivered personally, such notice shall be deemed delivered when given to the Director. If delivered by facsimile transmission or email transmission, such notice shall be deemed delivered when sent to the Director.

Section 5.7. Waiver of Notice. A Director may waive any notice required to be given by signing a written waiver either before or after the meeting. Attendance at a meeting shall constitute a waiver of notice of such meeting, except when attending for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 5.8. Quorum. Presence of all Directors or their Alternates, in person or by proxy, shall constitute a quorum for any meeting. Any lesser number may recess from time to time until a quorum is present.

Section 5.9. Voting. Each Director shall have one vote. An Alternate may act and vote in lieu of a Director only if the Director for which he or she is an alternate does not participate in the meeting, in person, via telephone, by proxy, or otherwise. All action by the Board of Directors shall require one hundred percent (100%) approval of all Directors of the Cooperative. The affirmative vote of all Directors of the Cooperative shall be necessary to amend these Bylaws.

Section 5.10. Rules of Order. All questions of parliamentary procedure arising at Director’s meetings shall be settled in accordance with Robert’s Rules of Order, or such other rules of order as the Board of Directors may adopt from time to time.

Section 5.11. Registering Dissent. A Director or Alternate eligible to vote who is present at a meeting of the Board of Directors at which action on a Cooperative matter is taken shall be presumed to have assented to such action unless such Director’s or Alternate’s dissent is entered in the minutes of the meeting, or unless the Director or Alternate shall file a written dissent with the person acting as the secretary of the meeting before, or within twenty-four (24) hours after adjournment. Such right of dissent shall not be available to a Director or Alternate who voted in favor of such action.

Section 5.12. Action by Directors Without a Meeting. Any action which may be taken at a meeting of the Directors or a committee thereof may be taken without a meeting if all of the Directors or committee members entitled to vote sign a consent which sets forth in writing the action to be taken. Such consent shall have the same effect as a unanimous vote. A consent may be executed in counterparts and transmitted by facsimile.

Section 5.13. Resignation. Any Director or Alternate may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect at the time specified therein, or, if no time is specified, at the time of receipt by the Board of Directors. If the Member that a Director represents is expelled or withdraws from the Cooperative, the Director shall be deemed to have resigned from the Board as of the date of the Member’s expulsion or resignation.

Section 6.1. Officers. The officers of the Cooperative shall be the President, the Vice President, the Secretary and the Treasurer. A person may not hold more than one office.

Section 6.2. President. The President shall preside at all meetings of the Cooperative’s Members and its Board of Directors, generally supervise the operations of the Cooperative, and perform all such other duties as are incident to his or her office or are properly required of him or her by the Board of Directors.

Section 6.3. Vice President. During the absence or disability of the President, the Vice President shall exercise all of the functions of the President.

Section 6.4. Secretary. The Secretary shall oversee the keeping of minutes of all Member, Board of Directors, and committee meetings and the recording of all votes taken in the course of such meetings.

Section 6.5. Treasurer. The Treasurer shall oversee the keeping of accounts for all funds received and expended by the Cooperative, and oversee disbursements authorized by the Board to determine compliance with procedures the Board of Directors may prescribe. The Treasurer shall report on the financial status of the Cooperative at the annual meeting or when called upon by the President. The funds and books in the Treasurer’s control shall at all times be subject to verification and inspection by the Board of Directors.

Section 6.6. Other Officers. The Board of Directors may appoint other officers and agents as it deems necessary or expedient, which officers and agents shall hold their offices for terms to be determined from time to time by the Board of Directors.

Section 6.7. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

Section 6.8. Term - Removal. The elected Officers of the Cooperative shall hold office for one (1) year terms. Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors at any regular or special meeting of the Board, with or without cause. Removal from office shall be without prejudice to the contract rights, if any, of the person so removed. Appointment to an office shall not in itself create contract rights.

At the discretion of the Board of Directors, and upon the approval of all Directors, the Board may authorize the selection of an Executive Director who shall be responsible for the administration and management of the Cooperative and be directly responsible to the Board of Directors. If the Board of Directors authorizes the Cooperative to employ an Executive Director, the Executive Director shall be appointed and may be removed by the President, subject to the approval of the Board of Directors. The Executive Director may but need not be a Member of the Cooperative.

The President, subject to the approval of the Board of Directors, may appoint such standing or special committees and subcommittees as the Board of Directors or the President considers appropriate.

Section 9.1. Officers and Directors. Subject to the provisions of the Cooperative’s Articles of Incorporation, the Cooperative shall indemnify and defend all present and former officers and directors of the Cooperative against any expenses of any proceeding (including by or in the right of the Cooperative) to which they are parties because they are or were officers or directors of the Cooperative, all as defined and to the fullest extent permitted by law.

Section 9.2. Employees and Agents. The Cooperative may indemnify and defend present and former employees and agents of the Cooperative against any expenses of any proceeding (including by or in the right of the Cooperative) to which they are parties because they are or were employees or agents of the Cooperative, all as defined and to the fullest extent permitted by law.

Section 9.3. Insurance. The Cooperative may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Cooperative, or who is or was serving at the request of the Cooperative as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Cooperative would have the power to indemnify such person against such liability under the provisions of this Article.

Section 9.4. Bonding. Any person authorized to sign checks for the Cooperative may be required to furnish, at the expense of the Cooperative, a fidelity bond in such a sum as the Board shall prescribe.

The Cooperative shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Members and Board of Directors, and shall keep at its registered office or principal place of business the names and addresses of all Members. All books, records, and minutes required to be kept under this Section shall be in written form or any other form capable of being converted into written form within a reasonable time.

These Bylaws shall be effective on initial adoption by the Members. The initial Board of Directors, as they are named in the Articles of Incorporation (the "Initial Directors") shall elect Interim Officers, and the Initial Directors and Interim Officers shall retain their positions until they or their successors are duly elected and qualify. The first full Board of Directors shall be appointed at the first annual meeting of the Members. Thereafter, all Directors shall be appointed and shall serve according to the terms of Sections 4 and 5 of these Bylaws.

Adopted February ______, 2004.

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President

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Secretary

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FREEZER LONGLINE CONSERVATION COOPERATIVE MEMBERS