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<br />t. '. <br /> <br />ARTICLE 6 <br /> <br />Consent to Avoid Dissolution: Upon the occurrence of any event descnced 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 reJ;Ilaining members, the members with.governance rights <br />holding a majority of the remaining Membership Units of this limited liability company <br />shall have the power to avoid dissolution by giving dissolution avoidance consent. <br /> <br />ARTICLE 7 <br /> <br />Business Continuation A2reement: The members of this limited liability <br />company shall have the power to enter into a business continuation agreement. <br /> <br />ARTICLE. 8 <br /> <br />Pre-emDtive Ri2hts 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 /> <br />ARTICLE 9 <br /> <br />Commutative Votin2 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 /> <br />ARTICLE 10 <br /> <br />-Limitation of Liability- of--Govemors:- A goyernor of this limitedliability__'__ - <br />company shall not be personally liable to this limited liability company or its membeIs- . <br />for monetary damages for breach of fiduciary duty as a governor, except for liability O} <br />based on a breach of the governor's duty of loyalty to this limited liability company or its <br />members; (2) for acts or omissions not in good faith or that involve intentional <br />miscondu.ct 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 deri,,~ ~ <br />improper.personal benefit. If Minnesota Statutes Chapter 322B is hereafter ame~ to., <br />authorize the further elimination or limitation of the liability of governors, then the <br />liability of a governor of this limited liability company, in addition to the limitation on <br />personal liability provided herein, shall be limited to the fullest extent permitted by <br />Minnesota Statutes Chapter 322B, as amended. ' <br />