Exhibit 3.1

ARTICLES OF INCORPORATION

OF

WILLAMETTE VALLEY VINEYARDS, INC.

The undersigned individual of the age of eighteen years or more, acting as incorporator under the Oregon Business Corporation Act, adopts the following articles of incorporation:

ARTICLE I

The name of the corporation is Willamette Valley Vineyards, Inc.

ARTICLE II

The aggregate number of shares which the corporation shall have authority to issue is 10,000,000 shares of common stock. The shares of common stock have unlimited voting rights and are entitled to receive the net assets of the corporation.

ARTICLE III

The address of the initial registered office of the corporation is Suite 1800, 222 S.W. Columbia Street, Portland, Oregon 97201 and the name of the initial registered agent of the corporation at such address is Mark S. Dodson. The mailing address of the corporation for notices is Lindsay, Hart, Neil & Weigler, Suite 1800, 222 S.W. Columbia, Portland, Oregon 97201.

ARTICLE IV

The name and address of the incorporator are: Paul S. Taylor, Suite 1800, 222 S.W. Columbia Street, Portland, Oregon 97201.

ARTICLE V

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for conduct as a director; provided that this Article V shall not eliminate the liability of a director for any act or omission for which such elimination of liability is not permitted under the Oregon Business Corporation Act. No amendment to the Oregon Business Corporation Act that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a director for any act or omission that occurs prior to the effective date of such amendment.

ARTICLE VI

A.       Indemnification. The corporation shall indemnify to the fullest extent not prohibited by law any person who was or is a party or is threatened to be made a party to any Proceeding against all expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such Proceeding.

B.       Advancement of Expenses. Expenses incurred by a director or officer of the corporation in defending a Proceeding shall in all cases be paid by the corporation in advance of the final disposition of such Proceeding at the written request of such person, if the person:

(a)       furnishes the corporation a written affirmation of the person’s good faith belief that such person has met the standard of conduct described in the Oregon Business Corporation Act or is entitled to be indemnified by the corporation under any other indemnification rights granted by the corporation to such person; and

(b)       furnishes the corporation a written undertaking to repay such advance to the extent it is ultimately determined by a court that such person is not entitled to be indemnified by the corporation under this Article or under any other indemnification rights granted by the corporation to such person.

Such advances shall be made without regard to the person’s ability to repay such advances and without regard to the person’s ultimate entitlement to indemnification under this Article or otherwise.

C.       Definition of Proceeding. The term “Proceeding” shall include any threatened, pending, or completed action, suit, or proceeding, whether brought in the right of the corporation or otherwise and whether of a civil, criminal, administrative, or investigative nature, in which a person may be or may have been involved as a party or otherwise by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation, or is or was serving at the request of the corporation as a director, officer, or fiduciary of an employee benefit plan of another corporation, partnership, joint venture, trust, or other enterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification or advancement of expenses can be provided under this Article.

D.       Non-Exclusivity and Continuity of Rights. The indemnification and entitlement to advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the corporation’s articles of incorporation or any statute, agreement, general or specific action of the board of directors, vote of stockholders, or otherwise, shall continue as to a person who has ceased to be a director or officer, shall inure to the benefit of the heirs, executors, and administrators of such person, and shall extend to all claims for indemnification or advancement of expenses made after the adoption of this Article.

E.       Amendments. Any repeal of this Article shall only be prospective and no repeal or modification hereof shall adversely affect the rights under this Article in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any Proceeding.

Date: March 15, 1988.

/s/ Paul S. Taylor

Paul S. Taylor

Incorporator

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

(Attach additional sheets, if necessary.)

See attached Exhibit A

EXHIBIT A

VI.

A.       Indemnification. The corporation may indemnify to the fullest extent not prohibited by law any person who was or is a party or is threatened to be made a party to any Proceeding against all expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such Proceeding.

B.       Advancement of Expenses. Expenses incurred by a director or officer of the corporation in defending a Proceeding may be paid by the corporation in advance of the final disposition of such Proceeding at the written request of such person, if the person:

1.       furnishes the corporation a written affirmation of the person’s good faith belief that such person has met the standard of conduct described in the Oregon Business Corporation Act or is entitled to be indemnified by the corporation under any other indemnification rights granted by the corporation to such person; and

2.       furnishes the corporation a written undertaking to repay such advance to the extent it is ultimately determined by a court that such person is not entitled to be indemnified by the corporation under this Article or under any other indemnification rights granted by the corporation to such person.

Such advances may be made without regard to the person’s ability to repay such advances and without regard to the person’s ultimate entitlement to indemnification under this Article or otherwise.

C.       Definition of Proceeding. The term “Proceeding” shall include any threatened, pending, or completed action, suit, or proceeding, whether brought in the right of the corporation or otherwise and whether of a civil, criminal, administrative, or investigative nature, in which a person may be or may have been involved as a party or otherwise by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation, or is or was serving at the request of the corporation as a director, officer, or fiduciary of an employee benefit plan of another corporation, partnership, joint venture, trust, or other enterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification or advancement of expenses can be provided under this Article.

D.       Non-Exclusivity and Continuity of Rights. The indemnification and entitlement to advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the corporation’s articles of incorporation or any statute, agreement, general or specific action of the board of directors, vote of stockholders, or otherwise, may continue as to a person who has ceased to be a director or officer, may inure to the benefit of the heirs, executors, and administrators of such person, and may extend to all claims for indemnification or advancement of expenses made after the adoption of this Article.

E.       Amendments. Any repeal of this Article shall only be prospective and no repeal or modification hereof shall adversely affect the rights under this Article in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any Proceeding.

Exhibit 3.3

ARTICLES OF CORRECTION
TO ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
WILLAMETTE VALLEY VINEYARDS, INC.

Pursuant to Oregon Revised Statutes Section 60.014, the undersigned Corporation hereby submits Articles of Correction for the purpose of correcting a document filed with the Oregon Office of the of Secretary of State.

1.       The name of the corporation is Willamette Valley Vineyards, Inc. (the “Company”)

2.       The document to be corrected is Articles of Amendment filed on August 22, 2000.

3.       Article II, Section A. of the document is incorrect as to the description of the capitalization of the Company.

4.       Article II, Section A. as corrected reads as follows:

A.       Authorized Shares. The aggregate number of shares which the Corporation shall have the authority to issue is 20,000,000, no par value, of which 10,000,000 shall be designated Common Stock and 10,000,000 shall be designated Preferred Stock.

DATED: June 22, 2015.

Articles of Amendment – Business/Professional Corporation

REGISTRY NUMBER: 108800-86

¡ Shareholder action was required to adopt the amendment(s).

The vote was as follows:

¤ Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the board of directors without shareholder action.

¡ The corporation has not issued any shares of stock. Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the Incorporators or by the board of directors.

Willamette Valley Vineyards, Inc., an Oregon corporation (the “Corporation”), hereby certifies that pursuant to the authority vested in the Board of Directors of the Corporation by the provisions of its Articles of Incorporation, as amended, and by and pursuant to ORS 60.341, the Board of Directors adopted the following Resolution effective as of June 22, 2015:

RESOLVED, that pursuant to Article II of the Corporation’s Articles of Incorporation, as amended, the Board of Directors hereby designates a new series of preferred stock and the number of shares constituting such series and fixes the rights, powers, preferences, privileges and the qualifications, limitations and restrictions relating to such series as set forth in Attachment A.

I, being the duly authorized President and Chairperson of the Board of Directors of the Corporation, do hereby certify under penalty of perjury that the foregoing resolution amending the Willamette Valley Vineyards, Inc. Articles of Incorporation, as amended, is the act and deed of the Corporation and that the facts stated herein are true and, accordingly, have hereunto set my hand this 22nd day of June, 2015.

1.       Designation and Number. The designation of such preferred shares, no par value, is “Series A Redeemable Preferred Stock” (the “Series A Redeemable Preferred Stock”). The total number of authorized shares of Series A Redeemable Preferred Stock shall be 1,445,783.

2.       Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of Common Stock unless the holders of the Series A Redeemable Preferred Stock then issued and outstanding shall first receive, or simultaneously receive, a dividend on each issued and outstanding Series A Redeemable Preferred Stock in an amount at least equal to the Series A Preferred Return Dividend. As used herein and with respect to each share of Series A Redeemable Preferred Stock, the “Series A Preferred Return Dividend” shall mean an annual cumulative cash dividend, whether or not declared by the Board, in an amount equal to five percent (5%) of the applicable Series A Original Issue Price (defined below) per annum. The Series A Preferred Return Dividend with respect to a share of Series A Redeemable Preferred Stock shall commence on the first day of the calendar quarter following the issuance of such share, and shall accrue and be earned with respect to each share of share of Series A Redeemable Preferred Stock on a daily basis, on a 365/366 day year, as the case may be. The “Series A Original Issue Price” shall mean USD $4.15 per share subject to appropriate adjustment in the event of any bonus issue, share dividend, share split, subdivision, consolidation, combination or other similar recapitalization with respect to the Series A Redeemable Preferred Stock. No right shall accrue to the holders of shares of Series A Redeemable Preferred Stock by reason of the fact that dividends on said shares are not declared in any prior year, nor shall any undeclared or unpaid dividend bear or accrue any interest.

3.       Liquidation.

(a)       Payment of the Series A Preferred Preference. In the event of any Liquidation Event (defined below), the holders of Series A Redeemable Preferred Stock then issued and outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) the Series A Original Issue Price, (ii) the Series A Preferred Return Dividend, and (iii) any other accrued and unpaid dividends (whether or not declared) thereon. If the assets of the Corporation available for distribution among the holders of the Series A Redeemable Preferred Stock in accordance with this Section 3(a) shall be insufficient to permit the payment to such holders of their full aforesaid preferential amount, then the entire amount of assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series A Redeemable Preferred Stock in proportion to the aggregate preferential amount each holder would otherwise be entitled to receive.

(b)       Payment to Holders of Common Stock. In the event of any Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of Series A Redeemable Preferred Stock pursuant to Section 3(a), the remaining assets of the Corporation available for distribution to its shareholders shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

(c)       Liquidation Event. For purposes of this Section 3, “Liquidation Event” shall mean any reorganization or merger of the Corporation with or into any other corporation or corporations, in which the shareholders of the Corporation immediately prior to the transaction hold less than a majority of the voting stock immediately after the transaction, or any transaction or series of transactions resulting in the sale, transfer, lease or other disposition (but not including a transfer by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the Corporation (other than to a wholly-owned subsidiary) or any transaction or series of related transactions to which the Corporation is a party in which the shareholders of the Corporation immediately prior to the transaction hold less than a majority of the voting stock immediately after the transaction.

4.       Voting. The Series A Redeemable Preferred Stock shall be nonvoting in all matters other than those matters where voting is specifically required by the Oregon Business Corporation Act. As to all matters for which voting by class is specifically required by the Oregon Business Corporation Act, each outstanding share of Series A Redeemable Preferred Stock shall be entitled to one vote.

5.       Series A Redeemable Preferred Stock Protective Provisions. So long as any shares of Series A Redeemable Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, amalgamation, merger, consolidation or otherwise, without the affirmative vote of the holders of at least a majority of the then issued and outstanding shares of Series A Redeemable Preferred Stock given in writing or by vote at a meeting, voting separately as a series pay any dividend or establish or maintain any sinking fund on any Common Stock or any class of preferred stock that is pari passu with or junior to the Series A Redeemable Preferred Stock.

6.       Conversion. The Series A Redeemable Preferred Stock is not convertible into Common Stock.

7.       Redemption.

(a)       At any time after June 1, 2020, the Corporation shall have the option, but not the obligation, to redeem all, but not less than all, of the shares of Series A Redeemable Preferred Stock out of funds lawfully available therefor at a price per share equal to the applicable Series A Original Issue Price, plus all accrued but unpaid Series A Preferred Return Dividends thereon, plus an amount equal to three percent (3%) of the applicable Series A Original Issue Price (the “Redemption Price”), in one lump-sum payment due not more than sixty days after the written notice is delivered to holders of the Series A Redeemable Preferred Stock (the “Redemption Date”). On the Redemption Date, the Corporation shall redeem all, but not less than all, of the outstanding shares of Series A Redeemable Preferred Stock owned by each holder.

(b)       Redemption Notice. Written notice of the redemption (the “Redemption Notice”) shall be sent to each holder of shares of Series A Redeemable Preferred Stock not less than thirty (30) days prior to the Redemption Date. Each Redemption Notice shall state:

(i)       the number of shares of Series A Redeemable Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice;

(ii)       the Redemption Date and the Redemption Price; and

(iii)       that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Series A Redeemable Preferred Stock to be redeemed.

(c)       Surrender of Certificates; Payment. On or before the Redemption Date, each holder of Series A Redeemable Preferred Stock shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof.

(d)       Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the Series A Redeemable Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor, then notwithstanding that the certificates evidencing any of the shares of Series A Redeemable Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Redeemable Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares of Series A Redeemable Preferred Stock shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor.

(e)       Redeemed or Otherwise Acquired Shares. Shares of Series A Redeemable Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred.

8.       Amendment. This Certificate ,of Designation constitutes an agreement between the Corporation and the holders of the Series A Redeemable Preferred Stock and may be amended or any term hereof waived only by the affirmative vote of the Board of Directors of the Corporation and the holders of a majority of the outstanding shares of Series A Redeemable Preferred Stock.

Exhibit 3.4

ARTICLES OF CORRECTION
TO ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
WILLAMETTE VALLEY VINEYARDS, INC.

Pursuant to Oregon Revised Statutes Section 60.014, the undersigned Corporation hereby submits Articles of Correction for the purpose of correcting a document filed with the Oregon Office of the Secretary of State.

1.        The name of the corporation 1s Willamette Valley Vineyards, Inc. (the “Company”)

2.        The document to be corrected is the Articles of Amendment filed on June 23, 2015.

3.        Attachment A, Paragraph 2 of the Articles of Amendment is incorrect as to the description of the Series A Preferred Return Dividend. More specifically, the Series A Preferred Return Dividend is stated as 5% of the Series A Original Issue Price, .when it should be 5.3% of the Series A Original Issue Price.

4.        Attachment A, Paragraph 2 of the Articles of Amendment, as corrected, is attached hereto as Corrected Attachment A.

DATED: July 22, 2015.

CORRECTED
ATTACHMENT A

_____________________

Certificate of Designation of the Preferences, Limitations, and Relative(Rights of the
Series A Redeemable Preferred Stock of
Willamette Valley Vineyards, Inc.

_____________________

1.                   Designation and Number. The designation of such preferred shares, no par value, is “Series A Redeemable Preferred Stock” (the “Series A Redeemable Preferred Stock”). The total number of authorized shares of Series A Redeemable Preferred Stock shall be 1,445,783.

2.                   Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of Common Stock unless the holders of the .Series A Redeemable Preferred Stock then issued and outstanding shall first receive, or simultaneously receive, a dividend on each issued and outstanding Series A Redeemable Preferred Stock in an amount at least equal to the Series A Preferred Return Dividend. As used herein and with respect to each share of Series A Redeemable Preferred Stock, the “Series A Preferred Return Dividend” shall mean an annual cumulative cash dividend, whether or not declared by the Board, in an amount equal to 5.3% of the applicable Series A Original Issue Price (defined below) per annum. The Series A Preferred Return Dividend with respect to a share of Series A Redeemable Preferred Stock shall commence on the first day of the calendar quarter following the issuance of such share, and shall accrue and be earned with respect to each share of Series A Redeemable Preferred Stock on a daily basis, on a 365/366 day year, as the case may be. The “Series A Original Issue Price” shall mean USD $4.15 per share subject to appropriate adjustment in the event of any bonus issue, share dividend; share split, subdivision, consolidation, combination or other -similar recapitalization with respect to the Series A Redeemable Preferred Stock. No right shall accrue to the holders of shares of Series A Redeemable Preferred Stock by reason of the fact that dividends on said shares are not declared in any prior year, nor shall any undeclared or unpaid dividend bear or accrue any interest.

3.                   Liquidation.

(a)                 Payment of the Series A Preferred Preference. In the event of any Liquidation Event (defined below), the holders of Series A Redeemable Preferred Stock then issued and outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders before· any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) the Series A Original Issue Price, (ii) the Series A Preferred Return Dividend, and (iii) any other accrued and unpaid dividends (whether or not declared) thereon. If the assets of the Corporation available for distribution among the holders of the Series A Redeemable Preferred Stock in accordance with this Section 3(a) shall be insufficient to permit the payment to such holders of their full aforesaid preferential amount, then the entire amount of assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series A Redeemable Preferred Stock in proportion to the aggregate preferential amount each holder would otherwise be entitled to receive.

(b)                Payment to Holders of Common Stock. In the event of any Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of Series A Redeemable Preferred Stock pursuant to Section 3(a), the remaining assets of the Corporation available for distribution to its shareholders shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

(c)                 Liquidation Event. For purposes of this Section 3, “Liquidation Event” shall mean any reorganization or merger of the Corporation with or into any other corporation or corporations, in which the shareholders of the Corporation _immediately prior to the transaction hold less than a majority of the voting stock immediately after the transaction, or any transaction or series of transactions resulting in the sale, transfer, lease or other disposition (but not including a transfer by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the Corporation (other that to a wholly-owned subsidiary) or any transaction or series of related transactions to which the Corporation is a party in which the shareholders of the Corporation immediately prior to the transaction hold less than a majority of the voting stock immediately after the transaction.

4.                   Voting. The Series A Redeemable Preferred Stock shall be nonvoting in all matters other than those matters where voting is specifically require-d by the Oregon Business Corporation Act. As to all matters for which voting by class is specifically required by the Oregon Business Corporation Act, each outstanding share of Series A Redeemable Preferred Stock shall be entitled to one vote.

5.                   Series A Redeemable Preferred Stock Protective Provisions. So long as any shares of Series A Redeemable Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, amalgamation, merger, consolidation or otherwise, without the affirmative vote of the holders of at least a majority of the then issued and outstanding shares of Series A Redeemable Preferred Stock given in writing or by vote at a meeting, voting separately as a series pay any dividend or establish or maintain any sinking fund on any Common Stock or any class of preferred stock that is pari passu·with or junior to the Series A Redeemable Preferred Stock.

6.                   Conversion. The Series A Redeemable Preferred Stock is not convertible into Common Stock.

7.                   Redemption.

(a)                 At any time after June 1, 2020, the Corporation shall have the option, but not the obligation, to redeem all, but not less than all, of the shares of Series A Redeemable Preferred Stock out of funds lawfully available therefor at a price per share equal to the applicable Series A Original Issue Price, plus all ‘.accrued but unpaid Series A Preferred Return Dividends thereon, plus an amount equal to three percent (3%) of the applicable Series A Original Issue Price .(the “Redemption Price”), in one lump-sum payment due not more than sixty days after the written notice is delivered to holders of the Series A Redeemable Preferred Stock (the “Redemption Date”). On the Redemption Date, the Corporation shall redeem all, but not less than all, of the outstanding shares of Series A Redeemable Preferred Stock owned by each holder.

(b)                Redemption Notice. Written notice of the redemption (the “Redemption Notice”) shall be sent to each holder of shares of Series A Redeemable Preferred Stock not less than thirty (30) days prior to the Redemption Date. Each Redemption Notice shall state:

(i)                  the number of shares of Series A Redeemable Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice;

(ii)                the Redemption Date and the Redemption Price; and

(iii)              that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing, the shares of Series A Redeemable Preferred Stock to be redeemed.

(c)                 Surrender of Certificates: Payment. On or before the Redemption Date, each holder of Series A Redeemable Preferred Stock shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that, may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof.

(d)                Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the Series A Redeemable Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor, then notwithstanding that the certificates evidencing any of the shares of Series A Redeemable Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Redeemable Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares of Series A Redeemable Preferred Stock shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor.

(e)                 Redeemed or Otherwise Acquired Shares. Shares of Series A Redeemable Preferred Stock that are redeemed or otherwise acquired by the Corporation or, any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred.

8.                   Amendment. This Certificate of Designation constitutes an agreement between the Corporation and the holders of the Series A Redeemable Preferred Stock and may be amended or any term hereof waived only by the affirmative vote of the Board of Directors of the Corporation and the holders of a majority of the outstanding shares of Series A Redeemable Preferred Stock.

Exhibit 3.5

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

Article II (see attached Amended and Restated Certificate of Designation of Series A Redeemable Preferred Stock).

¤ Shareholder action was required to adopt the amendment(s).

The vote was as follows:

¡ Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the board of directors without shareholder action.

¡ The corporation has not issued any shares of stock. Shareholder action was not required to adopt the amendment(s) The amendment(s) was adopted by the Incorporators or by the board of directors.

ATTACHMENT A

________________________

Amended and Restated
Certificate of Designation of the Preferences, Limitations, and Relative Rights of the
Series A Redeemable Preferred Stock of
Willamette Valley Vineyards, Inc.

________________________

1.                   Designation and Number. The designation of such preferred shares, no par value, is "Series A Redeemable Preferred Stock" (the "Series A Redeemable Preferred Stock"). The total number of authorized shares of Series A Redeemable Preferred Stock shall be 2,857,548; provided, however, that notwithstanding any approval rights granted to the holders of the Series A Redeemable Preferred Stock in Section 8 of this Certificate, the Board of Directors may increase the number of preferred shares designated as Series A Redeemable Preferred Stock without further, shareholder approval, up to the total number of shares of the Company designated as preferred stock less any shares of preferred stock separately designated as part of another series of preferred stock.

2.                   Dividends. The Corporation shall not declare, pay or set aside any' dividends on shares of Common Stock unless the holders of the Series A Redeemable Preferred Stock then issued and outstanding shall first receive, or simultaneously receive, a dividend on each issued and outstanding Series A Redeemable Preferred Stock in an amount at least equal to the Series A Preferred Return Dividend. As used herein and with respect to each share of Series A Redeemable Preferred Stock, the "Series A Preferred Return Dividend” shall mean an annual cumulative cash dividend, whether or not declared by the Board, in an amount equal to 5.3% of the applicable Series A Original Issue Price (defined below) per annum. The Series A Preferred Return Dividend with respect to a share of Series A Redeemable Preferred ; Stock shall commence on the first day of the calendar quarter following the issuance of such share, and shall accrue and be earned with respect to each share of Series A Redeemable Preferred Stock on a daily basis, on a 365/366 day year, as the case may be. The "Series A Original Issue Price" shall mean USD $4.15 per share subject to appropriate adjustment in the event of any bonus issue, share dividend, share split, subdivision, consolidation, combination or other similar recapitalization with respect to the Series A Redeemable Preferred Stock. No right shall accrue to the holders of shares of Series A Redeemable Preferred Stock by reason of the fact that . dividends on said shares are not declared in any prior year, nor shall any undeclared or unpaid dividend bear or accrue any interest.

3.                   Liquidation

(a)                 Payment of the Series A Preferred Preference. In the event of any Liquidation Event (defined below), the holders of Series A Redeemable Preferred Stock then issued and outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its ,shareholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) the Series A Original Issue Price, (ii) the Series A Preferred Return Dividend, and (iii) any other accrued and unpaid dividends (whether or not declared) thereon. If the assets of the Corporation available for distribution among the holders of the Series A Redeemable Preferred Stock in accordance with this Section 3(a) shall be insufficient to permit the payment to such holders of their full aforesaid preferential amount, then the entire amount of assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series A Redeemable Preferred Stock in proportion, to the aggregate· preferential amount each holder would otherwise be entitled to receive.

(b)                Payment to Holders of Common Stock. In the event of any Liquidation Event, after the payment of all preferential amounts required to. be paid to the holders of Series A Redeemable Preferred Stock pursuant to Section 3(a), the remaining assets of the Corporation available for distribution to its shareholders shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

(c)                 Liquidation Event. For purposes of this Section 3, ''Liquidation Event” shall mean any reorganization or merger of the Corporation with or into any other corporation or corporations, in which the shareholders of the Corporation immediately prior to the transaction hold less than a majority of the voting stock immediately after the transaction, or any transaction or series of transactions resulting in the sale, transfer, lease or other disposition (but not including a transfer by pledge or mortgage to a bona fide lender) of all or substantially-all of the assets of the Corporation (other than to a wholly-owned subsidiary) or any transaction or series of related transactions, to which the Corporation is a party in which the. shareholders of the Corporation immediately prior to the transaction hold less than a majority of the voting stock immediately after the transaction.

4.                   Voting. The Series A Redeemable Preferred Stock shall be nonvoting in all matters other than those matters where voting is specifically required by the Oregon Business Corporation Act. As to all matters for which voting by class is specifically required by the Oregon Business Corporation Act, each outstanding share of Series A Redeemable Preferred Stock shall be entitled to one vote.

5.                   Series A Redeemable Preferred Stock Protective Provisions. So long as any shares of Series A Redeemable Preferred Stock the outstanding, the Corporation shall not, either directly or indirectly by amendment, amalgamation, merger, consolidation or otherwise, without the affirmative vote of the holders of at least a majority of the then issued and outstanding shares of Series A Redeemable, Preferred Stock given in writing or by vote at a meeting, voting separately as a series pay any dividend or establish or maintain any sinking fund on any Common Stock or any class of preferred stock that is pari passu with or junior to the Series A Redeemable Preferred Stock.

6.                   Conversion. The Series A Redeemable Preferred Stock is not convertible into Common Stock.

7.                   Redemption.

(a)                 At any time after June 1, 2021, the Corporation shall have the option, but not the obligation, to redeem all, but not less than all,- of the shares of Series A Redeemable Preferred Stock out of funds lawfully available therefor- at a price per share equal to the applicable Series A Original Issue Price, plus all accrued but unpaid Series A Preferred Return Dividends thereon, plus an amount equal to three percent (3%) of the applicable Series A Original Issue Price (the "Redemption Price"), in one lump-sum payment due not more than sixty days after the written notice is delivered to holders of the Series A Redeemable Preferred Stock (the "Redemption Date"). On the Redemption Date, the Corporation shall redeem all, but not less than all, of the outstanding shares of Series A Redeemable Preferred Stock owned by each holder.

(b)                Redemption Notice. Written notice of the redemption (the "Redemption Notice") shall be sent to each holder of shares of Series A Redeemable Preferred Stock not less than thirty (30) days prior to· the Redemption Date. Each Redemption Notice shall state:

(i)                  the number of shares of Series A Redeemable Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice;

(ii)                the Redemption Date and the Redemption Price; and

(iii)              that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates, representing the shares of Series A Redeemable Preferred Stock to be redeemed.

(c)                 Surrender of Certificates: Payment. On or before the Redemption Date, each holder of Series A Redeemable Preferred Stock snail surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for (such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof.

(d)                Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the applicable Redemption pate the Redemption Price payable upon redemption of the Series A Redeemable Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor then notwithstanding that the certificates evidencing any of the shares of Series A Redeemable Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Redeemable Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares of Series A Redeemable Preferred Stock shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor.

(e)                 Redeemed or Otherwise Acquired Shares. Shares of Series A Redeemable Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred.

8.                    Amendment. This Certificate of Designation constitutes an agreement between the Corporation and the holders of the Series A Redeemable Preferred Stock and may be amended or any term hereof waived only by the affirmative vote of the Board of Directors of the Corporation and the holders of a majority of the outstanding shares of Series A Redeemable Preferred Stock.

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, James W. Bernau, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Willamette Valley Vineyards, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, John Ferry, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Willamette Valley Vineyards, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, James W. Bernau, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Willamette Valley Vineyards, Inc. and will be retained by Willamette Valley Vineyards, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Willamette Valley Vineyards, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Willamette Valley Vineyards, Inc. specifically incorporates it by reference.

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John Ferry, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Willamette Valley Vineyards, Inc. and will be retained by Willamette Valley Vineyards, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Willamette Valley Vineyards, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Willamette Valley Vineyards, Inc. specifically incorporates it by reference.