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11/ Exhibit C <br /> BYLAWS OF <br /> MINNESOTA COMMUNITY CAPITAL FUND <br /> ARTICLE I. <br /> OFFICES, CORPORATE SEAL <br /> Section 1.01 Registered and Other Offices. The registered office of the corporation in <br /> Minnesota shall be that set forth in the articles of incorporation or in the most recent amendment <br /> of the articles of incorporation or statement of the board of directors filed with the Secretary of <br /> State in Minnesota changing the registered office in the manner prescribed by law. The <br /> corporation may have such other offices, within or without the State of Minnesota, as the board <br /> of directors shall from time to time determine. <br /> Section 1.02 Corporate Seal. The corporation shall have no corporate seal. <br /> ARTICLE II. <br /> MEMBERS <br /> Section 2.01 Eligibility and Classes of Members. Each community development corporation, <br /> individual, business organization, development-oriented venture fund, local governmental <br /> • agency, public charity or private foundation which is involved in economic development activity, <br /> including the management of a Revolving Loan Fund ("RLF") operated within the area of <br /> operations of the corporation, with an interest in supporting the purposes of the corporation, <br /> may apply to become a member by contributing funds to the corporation for use by the <br /> corporation as working capital or may apply to participate through the deposit of funds in a loan <br /> fund maintained in an escrow account established pursuant to an escrow agreement by <br /> depositor, corporation and a bank or other independent financial institution, which escrow <br /> agreement provides in part that (i) title and ownership of the funds deposited in such loan fund <br /> shall remain in the depositor; (ii) the income derived from the loan fund, net of expenses of the <br /> escrow agent shall be paid to the corporation; (iii) loan fund principal may be advanced to <br /> corporation upon receipt of directions as set forth in the escrow agreement; (iv) deposit to the <br /> loan fund shall be returned to the depositor upon notice of withdrawal by the depositor upon <br /> lapse of time as set forth in the escrow agreement. The terms upon which the corporation may <br /> draw upon and receive and advance from the loan fund are contained in the escrow agreement <br /> and in a participation agreement. Each such participation shall be subject to approval by the <br /> board of directors of the corporation through the execution of a written participation agreement. <br /> Upon execution of the participation agreement and transfer of funds to the loan fund, the <br /> participating entity shall become a member of the corporation. The participation agreement will <br /> also describe the procedure by which the member shall identify the members' official <br /> representative and alternate entitled to attend membership meetings and vote on behalf of the <br /> member. <br /> The corporation shall have three classes of members. Members whose contributions to the <br /> corporation or deposits to the loan fund amount in the aggregate to $100,000 or more shall be <br /> • designated as "Class A members." Members whose contributions to the corporation or <br /> deposits to the loan fund amount in the aggregate to at least $50,000 but less than $100,000 <br /> shall be designated as "Class B members." Members whose contributions to the corporation or <br />