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ARTICLE VII <br /> Except as may be provided in any member control agreement governing the Company, <br /> the members of this Company shall have none of the preemptive rights described in Minn. Stat. <br /> See. 32213.33 or any successor thereto. <br /> ARTICLE VIII <br /> 8.1 Any action required or permitted to be taken at a meeting of the Board of <br /> Governors of this Company, other than an action requiring member approval,may be taken by <br /> written action signed by the number of governors that would be required to take the same action <br /> at a meeting at which all governors are present. <br /> 8.2 Any action required of permitted to be taken at a meeting of the members may be <br /> taken by written action signed by the members who own the voting power equal to the voting <br /> power that would be required to take the same action at a meeting of the members at which all <br /> members were present. <br /> ARTICLE IX <br /> 9.1 A governor of this Company shall not be personally liable to the Company or its <br /> members for monetary damages for breach of fiduciary duty as a governor; provided,however, <br /> that this Article shall not eliminate or limit the liability of a governor to the extent provided by <br /> applicable law(i) for any breach of the governor's duty of loyalty to the Company or its <br /> members, (ii) for acts or omissions not in god faith or which involve intentional misconduct or a <br /> knowing violation of law, (iii)under section 32213.56 or 80A.23 of the Minnesota Statutes, or <br /> (iv) for any transaction from which the governor derived an improper personal benefit. If <br /> Chapter 322B of the Minnesota Statutes is hereafter amended to authorize further elimination of <br /> limitation of the liability of governors,then the liability of a governor of the limited liability <br /> company, in addition to the limitation of personal liability provided herein, shall be limited to the <br /> fullest extent permitted by Chapter 322 B of the Minnesota Statutes, as amended. <br /> 9.2 Any repeal or modification of this Article by the members of the limited liability <br /> company shall be prospective only and shall not adversely affect any limitation on the personal <br /> liability of a governor of the limited liability company exist in at the time of such repeal or <br /> modification. <br /> 2 <br />