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ARTICLE VI <br />AMENDMENTS <br />Section 6.01. Subject to the power of shareholders to adopt, amend, or repeal these Bylaws <br />as provided in Minnesota Statutes Section 302A.181, subdivision 3, any Bylaw may be amended or <br />repealed by the Board of Directors at any meeting, provided that, after adoption of the initial Bylaws, <br />the Board shall not adopt, amend, or repeal a Bylaw fixing a quorum for meetings for shareholders, <br />prescribing procedures for removing directors or filling vacancies in the Board, or fixing the number <br />of directors or their classifications, qualifications, or terms of office. <br />ARTICLE VII <br />INDEMNIFICATION <br />Section 7.01. Any person who at any time shall serve or shall have served as director, officer <br />or employee of the corporation, or of any other enterprise at the request of the corporation, and the <br />heirs, executors and administrators of such person shall be indemnified by the corporation, in <br />accordance with and to the fullest extent permitted by Minnesota Statutes Section 302A.521 as it may <br />be amended from time to time. <br />ARTICLE VIII <br />MISCELLANEOUS <br />Section 8.01 Electronic Communications. A director or committee member may participate <br />in a meeting by any means or communication through which such person, other persons so <br />participating, and all persons physically present at the meeting may simultaneously hear each other <br />during the meeting. Participation in a meeting by that means constitutes presence in person at the <br />meeting. A conference among directors or committee members by any means of communication <br />through which such persons may simultaneously hear such other during the conference is a meeting <br />of the Board of Directors or Committee, as the case may be, if the same notice is given of the <br />conference as would be required for a meeting, and if the number of persons participating in the <br />conference would be sufficient to constitute a quorum at a meeting. Participation in &meeting by that <br />means constitutes presence in person at the meeting. <br />The undersigned Secretary hereby certifies that the foregoing Bylaws were adopted as the <br />complete Bylaws of the corporation by the Board of Directors of said corporation on this ___ day <br />of June, 1998. <br />Doc# 1025812 \1 <br />Page 108 <br />Pat Delaney, Secretary <br />