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• <br />• <br />without first advising the President regarding the nature of the probable excess and having <br />secured from the Board of Directors authorization to proceed. <br />ARTICLE XIX INDEMNIFICATION <br />To the full extent permitted by the Minnesota Nonprofit Corporation Act as amended <br />from time to time, or by other provisions of law, each person who was or is a party or is <br />threatened to be made a party to any threatened, pending or completed action, suite or <br />proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the <br />right of the corporation), whether civil, criminal, administrative or investigative, by reason of the <br />fact that he or she is or was a member, director or officer of the corporation, or he or she is or <br />was serving at the specific request of the Board of Directors of the corporation as a Board <br />Member, officer, employee or agent of another corporation, partnership, joint venture, trust or <br />other enterprise, shall be indemnified by the corporation by the affirmative vote of a majority of <br />the Board Members present at a duly held meeting of the Board of Directors for which notice <br />stating such purpose has been given against expenses, including attorneys' fees, judgments, fines <br />and amounts paid in settlement actually and reasonably incurred by such person in connection <br />with such action, suit or proceeding; provided, however, that the indemnification with respect to <br />a person who is or was serving as a Board Member, officer, employee or agent of another <br />corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such <br />person is not indemnified by such other corporation, partnership, joint venture, trust or other <br />enterprise. The indemnification provided by this Article shall inure to the benefit of the heirs, <br />13 <br />