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2001_0813_packet
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2001_0813_packet
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ARTICLE 6 <br /> Consent to Avoid Dissolution: Upon the occurrence of any event dewn'bed in <br /> Minnesota Statutes Section 322B.80, Subd. 1, clause (5), that terminates the continued <br /> membership of a member in this limited liability company and leaves this limited liability <br /> company with at least two remaining members, the members withgovernance rights <br /> holding a majority of the remaining Membership Units of this limited liabii company <br /> shall have the power to avoid dissolution by giving dissolution avoidance consent. <br /> ARTICLE 7 <br /> Business Continuation Agreement: The members of this limited liability <br /> company shall have the power to enter into a business continuation agreement. <br /> ARTICLE. 8 <br /> Pre-emotive Rights Prohibition: Except as may be provided in any member <br /> control agreement governing this limited liability company, members of this limited <br /> liability company shall have none of the pre-emptive rights described in Minnesota <br /> Statutes Section 322B.33 or any successor thereto. <br /> ARTICLE 9 <br /> Commutative Voting Prohibition: Except as may be provided in any member <br /> control agreement governing this limited liability company, members of this limited <br /> liability company shall have none of the rights of cumulative voting described in <br /> Minnesota Statutes Section 322B.63 or any successor thereto. <br /> ARTICLE 10 <br /> -Limitation of Liability- of--Governors:- .A governor of this limited liability <br /> company shall not be personally liable to this limited liability company or its members <br /> for monetary damages for breach of fiduciary duty as a governor, except for liability OY <br /> based on a breach of the governor's duty of loyalty to this limited liability cow► or its <br /> members; (2) for acts or omissions not in good faith or that involve intentional <br /> misconduct or a knowing violation of law; (3) under Section 322B.56 or Section 80A.23 <br /> of the Minnesota Statutes; or (4) for any transaction from which such governor deriY gyp, <br /> improper..personal benefit. If Minnesota Statutes Chapter 322B is hereafter amend,: <br /> authorize the furtbff elimination or limitation of the liability of governors, then the <br /> liability of a governor of this limited liability company, in addition to the Iimitation on <br /> personal liability provided herein, shall be limited to the fullest extent permitted by <br /> Minnesota Statutes Chapter 322B, as amended. <br />
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