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r"~-. JUL 11' 96 !:5: 2~ F~. LSD 19:59 6!2 33:5 !9:59 TO !6737Rl~663!064R P.04 i : \-. . } ... O~a ARTICLE VI .. The members of the Company shaJI have the power to enter into a business oontinuation egreem.m. -- ., . .j .~ ARTICLE VII No member of this Company shafl have cumulative vOting rights. ARtiCLE VIII Any action required or permitted to be taken a1 II meeUng of the Board of Guvemors not needing approval by the members may be !akin by a wrttten actIon 3;goad by the number of governors that would be required to take IUch action at a meeting of the BoIITd af Governors at Which all governors were preaenl :. ARTICLE IX ;; Arty action required or permitted to be taken at a meeting of th9 members may be taken by ;I written action aigned by the members wno hold votsng power equal to the votlng power that would be required to take the same action at a meetIng of the members at which III members were presenl ..' .~ . ~: ARTICLE X ':j '. No governor of this Company shall be p&raonally liable to the Company 01 its members for monetary damages for bl'eaeh of fiduciary duty by such governor a=s a governor, provided. however. that this AlticIe snail not tliminat8 or limit the liability of a govemor (i) for any breach of the governor', duty of loyalty to the Company or its members. (ii) for ads or omiAlona not in good faith or which involve intentional misconduct or a knowing violation of law, (Ui) under SectJons 3228.56 or 80A.23 of the Minnesota Statutes, (iv) for any transaction from whic;h the governor derived an improper personal beneflt or (v) fOr any act or omission occurring prior ta the effectIVe aate or 'hl~ ArticJe. No amendment to or repeal of this Article sheD apply to or have IIny effect on the liability or alleged liability of any governor of the Company for or with respect to. any ads or omiHions of such governor occurring prior to such amendment or ~I. IN WITNESS WHEREOF. I have hereunto set my hand thia ~ day of Mey. 1G;e. ". ~ y Welch ~ 2 STATE OF MtNNESOTA WAlTMENT or STAT! FILED ;. MAya 11996 !-,tJ- ~,-.J JI-- L.A.., . ... ** IUI~L P~~~.~~4 ** . ~ -.-- ..-... .--- -..--..-.--....--. ------.------- .......-- ....