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<br />The criteria and procedures for admission of additional members and the conditions, <br />rights, terms, and privileges of members shall all be as specified in the By-Laws of the <br />Corporation. The By-Laws may establish more than one class of members. <br /> <br />ARTICLE VIII <br />BOARD OF DIRECTORS <br /> <br />The property, affairs, and business of the Corporation shall be managed by its Board of <br />Directors. The Board of Directors shall consist exclusively of persons directly appointed by the <br />municipal utilities which are the members of the Corporation. The number, qualifications, terms <br />of office, method of election, powers, authority, and duties of directors, the time and place of <br />their meetings, and such other provisions with respect to the Board of Directors as are not <br />inconsistent with these Articles of Incorporation, shall be as specified in the By-Laws of the <br />Corporation. <br /> <br />ARTICLE IX <br />PERSONAL LIABILITY <br /> <br />Neither the members, the directors, nor the officers of the Corporation shall be personally <br />liable to any extent whatsoever for any debts or obligations of the Corporation, nor shall their <br />property be subject to payment of any debts or obligations of the Corporation. <br /> <br />ARTICLE X <br />DISSOLUTION <br /> <br />The Corporation may be dissolved in accordance with the laws of the State of Minnesota. <br />Upon dissolution, and after payment of all liabilities and obligations of the Corporation and all <br />costs and expenses incurred in connection with dissolution and winding up the affairs of the <br />Corporation, any remaining assets shall be distributed to the municipal utilities which are the <br />members of the Corporation in such proportions as shall be determined by: <br /> <br />(a) the Board of Directors of the Corporation, if the dissolution of the Corporation is <br />not required by the laws of the State of Minnesota, then in existence, to be <br />conducted under court supervision; or <br /> <br />(b) a court of competent jurisdiction, if the dissolution of the Corporation is required <br />by the laws of the State of Minnesota, then in existence, to be conducted under <br />court supervision. <br /> <br />Notwithstanding anything to the contrary hereinabove contained in this Article X, if any <br />assets at the time of dissolution are held by the Corporation in trust or upon condition or subject <br />to any executory or special limitation, and if the condition or limitation occurs by reason of the <br />