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<br />1'-----=" JUL 11'96 L5:2~ F~. LSD 1959 <br /> <br />612 335 1959 TO 16737RI"E831084R P.04 <br /> <br />7' : <br />'-" <br /> <br />:J <br /> <br />o~ <br /> <br />ARTlC1.EVI <br /> <br />The members of the Company shaD have the power to enter iota a business <br />continuation agreement. <br /> <br />-- <br /> <br />.[ <br />, <br /> <br />ARTICLE VII <br />No member of this Company shall have cumulative vOting rights. <br />ARtICLE VJI. <br /> <br />.'! <br /> <br />Any action required or permitted to be taken at II meeting of the Board of <br />Guvemors not needing apprgvaJ by the members may be 1akcn by a wrttten ac:tJon <br />3igntld by the numtler of governors that would be required to take auch action at a <br />meeting of the Sollfd of Governors at which all SovetnOr1l were present <br /> <br />ARTICLE IX <br /> <br />'; <br /> <br />Arty action required or permitted to be taken at a meeting of the members <br />may ~ taken by a written action aigned by the members wno hOld voting power equal <br />to tne voting power that would be required = take the same action at a meetJng of the <br />members at which all members were presenl <br /> <br />'. <br /> <br />'. <br /> <br />ARTICLE X <br /> <br />.i <br /> <br />" <br /> <br />No governor of this Company shall be personally liable to the Company 01 its <br />members for monetary damages for btUch of fiduciary duty by such governor as a <br />governor; provided. however. that this Anicle snail not eliminate or limit the liability of a <br />governor (i) for any breach of the governor's dUly of loyalty to the Company or its <br />metnbars. (ii) for acts or omissiont not in good faith or which involve intentional <br />misconduct or a knowing violation of law. (iii) under Sec:tlons 322B.56 or 80A.23 of the <br />Minneso!il Statutes. (iv) for any transaction from whiGh the governor derived an improper <br />personal benefit or (v) for any act or omiGGion occurring prior to the effectIVe date of thIs <br />ArUde. No amendment to or repeal of this Article shall apply to or have any effect on <br />the liability or alleged liability of any governor of the Company for or with respect to. any <br />acts or omi$$ions Of such governor occurring prior to such amendment or ~I. <br /> <br />IN WITNESS WHEREOF. I have hereuntO set my hand this ~ day of May, <br />199ft <br /> <br />. . <br /> <br /> <br />y Welch <br /> <br />~ <br /> <br />2 <br /> <br />STATE OF MINNESOTA <br />WMTMENT or STAn <br />FILED ~ <br />MAY311996 . <br />1-# AI-~ .II-- <br /> <br />L..., . .. <br />** IOI~L ~~~~.~~4 ** <br /> <br />'. <br /> <br />" <br /> <br />.-. <br /> <br />.... -- .----.-----..- <br /> <br />-' <br /> <br />-.-.-- .... <br />