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0 <br />of Minnesota, as the bylaws may provide. The books of the corporation may be kept (subject to <br />applicable law) outside the State of Minnesota at such place or places as may be designated from <br />time to time by the Board of Directors or in the bylaws of the corporation <br />Any action required or permitted to be taken at a meeting of the Board of Directors of this <br />corporation not needing approval by the shareholders under Minnesota Statutes. Chapter 302A. may <br />be taken by written action signed by the number of directors that would be required to take such <br />action at a meeting of the Board of' Directors at which all directors were present. <br />ARTICLE VIII <br />DIRECTORS <br />The ',umber of directors of this corporation shall be fixed in the manner provided in the <br />Bylaws. The following individual shall be a member of the first board of directors: <br />Richard H. Enrico <br />ARTICLE IX <br />EXCULPATION AND INDEMNIFICATION <br />No director of this corporation shall be personally liable to the corporation or its shareholders <br />for monetary damages for breach of fiduciary duty as a director. except for liability (i) for any breach <br />of the director's duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not <br />in good faith or that involve intentional misconduct or a knowing violation of law; (iii) under <br />Sections 302A.559 or 30A.23 of the Minnesota Statutes; or (iv) for any transaction from which the <br />director derives any improper personal benefit. <br />The provisions of this Article VIII shall not be deemed to limit or preclude indemnification <br />of a director by the corporation for any liability of a director which has not been eliminated by the <br />provisions of this article. <br />If Minnesota Statutes hereafter are amended to authorize the further elimination or limitation <br />of the liability of directors. then the liability of a director of the corporation shall be eliminated or <br />limited to the fullest extent permitted by the amended Minnesota Statutes. <br />ARTICLE X <br />INCORPORATOR <br />The name and address of the incorporator is Richard H. Enrico. 2266 Sherwood Court. <br />Minnetonka. MN 55305. — <br />IN WITNESS WHEREOF. I the undersigned incorporator have hereunto set my had this <br />day of May. 1993 and hereby declare and certify that this is my act and deed. and the facts <br />stated herein are true. , iTATE OF MINNESOTA <br />DEPARTMENT OF STATE <br />Doc,, 1025S0I4 <br />ichard H. Enrico. Incorporatorti UF <br />P.ige 111 <br />Sccclvy a: Slate <br />0 <br />