pf_03161 - Laserfiche WebLink

Home

r _--:-U JUL 11' S6 !:5: 2~ F~. LSD 1 S:59 612 335 !S~S TO 16737R1R6831e84R F.e4 i: "-' :.J O~J ARTICLE VI . '. .; The members 01 the company shall have the power to enter into a business continuation agreem~. --- ., ; ., ARTICLE VII No member of this Company shall have cumulative voting rights. ARTICLE VIII .j .~ Any action required or permitted to be taken at &I meeUng of the Board of Governors not needing approvaJ by the members may be taken by a written actIon signed by the nUl1\l)er of govemors that would be required to take such action at a meeting of the Boill'd of Governors at which all governors were preaenl :. ARTICLE IX '; Arty aetion required or permitted to be taken at a meeting of the members may be taken by a written action aigned by the members Who hold vottng power equal to me voting power that would be required to take the Ame action at a meeting of the members at which all members were present. .. ARTICLE X ., " No governor of thIs Company shall be personally liable to the Company 01 its members for monetilry damages for breach of fiduciary duty by such governor as a governor; provided. however. lhat this A1tic:Ie snail not eliminate or limit the liability of a governor (i) for any breach of the govemor's duty of loyalty to the Company or its rnembars, (iij for acts or omissIons not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Sections 3228.56 or 80A,23 of the Minnesota Statutes, (iv) for any transaction from which the governor derived an improper personal benefit or (v) for any act or omiGGion OCCLIning prior to the effectIVe oate of fh/$ Article. No amendment to or repeal of this Article shall appfy to or have 8ny effect on the liability or alleged liability of any govemor of the Company for or with respect to. any acts or omi$$ions or 5uch governor occurring prior to such amendment or ~I. IN WITNESS WHEREOF. I have hereunto set my hand this ~ day of Mey, 1996. . . ~ 2 STAT! OF MINNESOTA WMTMENT Of STAn FILED ~ MAY$11996 I-'(J.~AJJI-u L...., . .. ** IOIHL ~H~c.~~4 ** '.-. . .._... ._._ _.___.._.__W'" ...----~---_. ---' ......--...-