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<br />-p.. <br /> <br />JUt. 11'96 l:i:2~ F.R, L.51.\:i9 <br /> <br />61 Z :3:!:i ! 9:i9 H <br /> <br />\ <br />j737~!~68310e4~ P,04 <br /> <br />) <br />/J <br /> <br />i : <br />~. <br /> <br />:..J <br /> <br />o~ <br /> <br />ARTIClE VI <br /> <br />The members of the COmpany shall have the power to enter into a business <br />continuation agreem~nt. <br /> <br />--- <br /> <br />.. <br />',' <br />~ <br /> <br />ARllCLE VII <br />No member of this Company shan have cumulative vOting rights. <br />ARTICLE VIII <br /> <br />Any action required or permitted to be taken at I meeting of the Board of <br />Governors not needing approval by the members may be 1akIn by a wrttten actJOn <br />$igned by the number Of GOvernors that wculd be required to take such Idfen at a <br />meeting of the Soard of Governors It which aJI9o~mOfl.w.re preeent. <br /> <br />ARTICLE IX <br /> <br />My action required or permft1ed to be taken at a meeting of the members <br />may De taken by a written action aigned by the members Who hold voting pow.r equal <br />to tne voting pOwer that would be required to take the same action at a meeting of the <br />memf:)eTS at which all members were present. <br /> <br />".. <br /> <br />.~ <br /> <br />ARTICLE X <br /> <br />No governor of 11'118 Company shall be peraonalty liable to the Company OJ its <br />members for monetary damages for bntac:h of fiduciary duty by 8UCh governor _ a <br />, governor; provided. however. that thll Ank:Je ana" not eliminate or limit the liability of a <br />governor (i) for any breach of the governors' dUly of loyalty to the Company or its <br />members. (ii) for acts or omiaiona not in good faith or which invotv. intentional <br />misconduct or a knowing violation of law, .(Wl under SecUons 3228.56 or 8OA.23 of the <br />Minnesota Statutes, (iv) for any transaction from whiQh the governor derived an improper <br />personal benefit or (v) fOr any act or omission occurring prior to the effectJve date of th$ <br />ArticJe. No amendment to or repeal of this Article .0 -r:>pIy to or have ."y effect. en <br />the rl8bility or alleged ftabfttly of any governor of the Company for or ~ respect to, any <br />ads or omiuioos of such governor occurring prier to such amendment or ~t. <br /> <br />IN WITNESS WHEReOF. I have hereunto set my hand this ~ Clay of May, <br />1996. <br /> <br /> <br />Y Welch <br /> <br />~ <br /> <br />2 <br /> <br />STAT! OF MlNNtSOTA <br />CllPMTMENT Of STAn <br />RIJD~ <br />MAVa 11996 <br />/,-,I)~~~ <br /> <br />L.A.7 J an <br />** IUI~L ~~~~.~~4 ** <br /> <br />.... -- .--.-.-..-.--- <br /> <br />-' <br /> <br />......-- .... <br />