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ARTICLE V <br />TRANSFER OF GOVERNANCE RIGHTS <br />5. The transfer of governance rights to a nonmember requires the consent of the <br />holders of a majority in interest of the governance membership interests of this <br />Company. <br />ARTICLE VI <br />CUMULATIVE VOTING DENIED <br />6. No member of this Company shall have any cumulative voting rights. <br />ARTICLE VII <br />PRE- EMPTIVE RIGHTS DENIED <br />7. No member of this Company shall have any pre - emptive rights as provided in <br />Minnesota Statutes section 322B.33. <br />ARTICLE VIII <br />BOARD OF GOVERNORS <br />8. The Board of Governors shall act under the following provisions. <br />8.1. The business and affairs of this limited liability company shall be <br />managed by or under the direction of a Board of Governors, by the <br />members under action taken pursuant to Minnesota Statute §32213.606. <br />Subd. 2. or by the members as agreed to in a Member Control Agreement <br />pursuant to Minnesota Statute §322B.37. <br />8.2. Any action required or permitted to be taken at a meeting of the Board of <br />Governors of this Company not needing approval by the members, may be <br />taken by written action signed by the number of governors that would be <br />required to take such action at a meeting of the Board of Governors at <br />which all governors were present. <br />8.3. No governor of this Company shall be personally liable to the Company or <br />its members for monetary damages for breach of fiduciary duty by such <br />governor as a governor; provided, however, that this Article shall not <br />eliminate or limit the liability of a governor to the extent provided by <br />Page 2 of 3 <br />