Bylaws of the Ascension Fresh Market

ARTICLE I. OFFICES

Section 1. Principal Office. The principal office of the Corporation shall be in the City of Sorrento, Parish of Ascension, State of Louisiana at 6967 Highway 22, Sorrento, LA 70778.

Section 2. Other Offices. The Corporation may also have offices in such other places, both within and without the State of Louisiana, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II. DIRECTORS

Section 1. General. The property and business of the Corporation shall be managed by a Board of Directors exercising all powers of the Corporation and empowered to do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By–Laws directed or required to be exercised or done by the shareholders.

Except for the initial Board which was named in the Articles of Incorporation, Directors shall be nominated by and elected by a majority of the Board of Directors. Directors shall serve two year terms ending on December 31 of each even numbered year. No Director may serve more than three consecutive terms. The Directors shall be elected at the special meeting of Directors called for that purpose.

Section 3. Vacancies. If any vacancies occur in the Board caused by death, resignation, retirement, disqualification or removal from office of any Director, a majority of the Directors then in office though less than a quorum, may choose a successor or successors, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then the Chairman will appoint five (5) Directors who shall increase the Board to eleven (11) members as soon as qualified Directors can be elected.

MEETINGS OF THE BOARD

Section 4. Place. The Directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Louisiana.

Section 5. Regular Meetings. Regular meetings of the Board may be held without notice at such time and place as shall be from time to time determined by the Board. Meetings may be conducted telephonically.

Section 6. Special Meetings. Special meetings of the Board may be called by the Chairman on 48 hours' notice to each Director, either personally or by mail or facsimile; special meetings shall be called by the Chairman, Vice-Chairman or Secretary in like manner and on like notice on the written request of any two Directors. Directors may attend meetings by telephone.

Section 7. Quorum. At all meetings of the Board, a majority of the Directors shall constitute a quorum from transaction of business, except as otherwise provided by statute or in the Articles of Incorporation of the Corporation. If less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice until a majority is present. Directors may attend by telephone.

Section 8. Vote. The affirmative vote of a majority of the Directors shall be required for any act of the Board of Directors.

Section 9. Compensation. Directors shall serve without compensation. By resolution of the Board of Directors, the Directors may be paid their extraordinary expenses, if any, of attendance at a meeting.

Section 10. Written Consent. Unless otherwise restricted by the Articles of Incorporation or these By–Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a majority of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

COMMITTEES OF DIRECTORS

Section 11. Designation. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Directors of the Corporation, which, to the extent provided in said resolution, shall have any may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be fixed to all papers which may require it. Any such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 12. Minutes. The Committees shall keep regular minutes of their proceedings and report the same to the Board when required.

ARTICLE III. NOTICE

Section 1. Method. Whenever notice is required to be given to any Director under provisions of the laws of Louisiana or of the Articles of Incorporation of the Corporation or of these By–Laws, such notice shall not be construed to mean personal notice, but may be given in writing by electronic or certified mail, return receipt requested, addressed to such Director in such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time mailed.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the laws of Louisiana or of the Articles of Incorporation or these By–Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto, and such waiver need not specify the purpose of or the business to be transacted at the meeting.

ARTICLE IV. OFFICERS

Section 1. Designation. The officers of the Corporation shall be a Chairman, Vice-Chairman, Secretary and Treasurer, each of whom shall be elected by the Board of Directors. Any two offices may be held by the same person except that no one may hold the offices of Chairman, and Treasurer at the same time.

Section 2. Election. The Board of Directors at its first meeting shall choose a Chairman from among its members, and shall choose a Vice-Chairman, Secretary and Treasurer, none of whom need be a member of the Board.

Section 3. Agents. The Board may appoint such agents on behalf of the Corporation as it shall deem necessary, for such terms and to exercise such powers and perform such duties as shall be determined from time to time by the Board, and not conflicting with these By–Laws or the Articles of Incorporation of the Corporation.

Section 4. Salaries. The salaries of all officers and agents of the Corporation, if any, shall be fixed by the Board of Directors.

Section 5. Term. The officers of the corporation shall hold office until their successors are chosen and qualify, unless sooner removed or displaced. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors whenever in their judgment the best interests of the Corporation would be served thereby.

Section 6. Vacancy. Vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors.

CHAIRMAN

Section 7. The Chairman shall be the chief executive officer of the Corporation, and subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all Directors' meetings and shall be ex officio a member of all standing committees. He shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The Chairman may sign any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof may be expressly delegated by the Board of Directors or by these By–Laws to some other office or agent of the Corporation or shall be required by law to be otherwise signed or executed. 

VICE–CHAIRMAN

Section 8. The Vice–Chairman shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman, and shall perform such other duties as the Board of Directors shall prescribe.

SECRETARY

Section 9. The Secretary of the Corporation shall attend all Board of Directors' meetings and keep the minutes in one or more books provided for that purpose. He shall also: (1) see that all notices are duly given in accordance with the provisions of these By–Laws as required by law; (2) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (3) keep a register containing the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (4) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairman or by the Board of Directors.

TREASURER

Section 10. The Treasurer of the corporation shall have the custody of corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He will also in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairman or by the Board of Directors.

Section 11. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors but only in strict accordance with the Articles of Incorporation, taking proper vouchers for such disbursements, and he shall render to the Chairman and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer, and of the financial condition of the Corporation.

Section 12. If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

ASSISTANTS

Section 13. One or more Assistant Secretaries and/or Assistant Treasurers may be designated and chosen by the Board of Directors and shall have such duties as may be delegated to them by the Board of Directors.

ARTICLE V. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. Any and all incorporators, directors, officers and employees and former directors, officers and employees of the Corporation (and the heirs, executors or administrators of any such director or officer or former director or officer or person), shall be indemnified by the Corporation against all costs and legal or other expenses, including costs and amounts paid in settlement, reasonably incurred by or imposed upon them, or any of them in connection with or resulting from any claim, action, suit or proceeding, whether civil or criminal, in which they, or any of them, are made parties, or a party, by reason of being or having been directors of officers or a director or officer of the Corporation or of such other corporation, to the full extent allowed by Louisiana law, notwithstanding anything herein to the contrary. Such right of indemnification shall not apply, however, in relation to matters as to which any such director or officer or former director or officer shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty to the Corporation or such other corporation, unless the proper court shall determine that despite such adjudication of liability, such officer or director is fairly and reasonably entitled to indemnity for such expense as the court shall deem proper. If any such claim, action, suit or proceeding is settled (whether by agreement entry of judgment by consent, or otherwise), the determination in good faith by the Board of Directors of the Corporation that such claim, action, suit or proceeding did not arise out of negligence or misconduct in the performance of duty by the director or officer or former director or officer or person indemnified and that such director or officer or former director or officer or person would not be held liable for the claim, action, suit or proceeding in question, shall be necessary and sufficient to justify indemnification. The right of indemnification herein provided shall be to the fullest extent allowed by law and shall not be exclusive of other rights to which those indemnified may be entitled under any statute, by-law, agreement, or otherwise.

ARTICLE VI. REIMBURSEMENT OF DISALLOWED DEDUCTIONS

Any payments made to an officer or director of the corporation such as salary, commissions, bonus, interest, rent or expenses which (i) shall be disallowed in whole or in part as a deductible expense for the purpose of corporate tax reporting by the Internal Revenue Service or (ii) in the opinion of the Board threaten the tax exempt status of the Corporation, shall be reimbursed by such officer to the Corporation to the full extend of such disallowance. The Board of Directors shall take all necessary steps to enforce this repayment. In lieu of repayment by the officer or directors the Board of Directors may withhold appropriate amounts from the officer's or director's future compensation until the payment has been recovered; provided that the amount withheld is sufficient to extinguish the indebtedness within five years.

ARTICLE VII. CONFLICT OF INTEREST

Section 1. Purpose. The purpose of the conflict of interest policy is to protect this Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions.

1.                   Interested Person. Any Director, principal officer, or member of a committee with Board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2.                   Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a)      An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,

b)      A compensation arrangement with the Corporation or with any entity or individual with which the Organization has a transaction or arrangement, or

c)       A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the Board decides that a conflict of interest exists.

Section 3. Procedures.

1.                   Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with Board delegated powers considering the proposed transaction or arrangement.

2.                   Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

3.                   Procedures for Addressing the Conflict of Interest.

a)      An interested person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b)      The Chairman shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c)       After exercising due diligence, the Board shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d)      If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4.                   Violations of the Conflicts of Interest Policy.

a)      If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b)      If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings. The minutes of the Board and all committees with Board delegated powers shall contain:

a)                  The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's decision as to whether a conflict of interest in fact existed.

b)                  The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation.

a)                  A voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.

b)                  A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.

c)                   No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6. Annual Statements. Each Director, officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:

a)                  Has received a copy of the conflicts of interest policy,

b)                  Has read and understands the policy,

c)                   Has agreed to comply with the policy, and

d)                  Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a)                  Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

b)                  Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE VIII. MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

Section 2. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors from time to time designates.

Section 3. Corporate Seal. The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State of Louisiana and “Corporate Seal”.

ARTICLE IX. AMENDMENTS

These By–Laws may be altered, amended, or repealed and new By–Laws adopted by the vote of two-thirds of the Directors.

C E R T I F I C A T E

I hereby certify that the foregoing By–Laws were unanimously adopted by the Board of Directors of the Corporation at their duly called initial meeting on the 15th day of November, 2007.

______________________________

CHRISTIAN T. AVERY, SECRETARY