HomeMy WebLinkAboutBusiness Record details for North Shore Meadows, LLC i � � , . .
(I'cA 3 IncAss Reaerved for Recading Data)
WARRAN7Y DEED Minnesote Unlform Conveysncing Bhnks
Indtvidual(s)bo Bust�ss Enlity Form 10.1.3(2013j
eCRV number.
DEED TAX DUE $ DATE: I�l�-f�j
FOR VALUABLE CONSIDERATION,Samuel S Marfield and Jovice C M reeld �►d to each otl�e�
('(irantor),hereby comeys and werrants to North Shore Meadows.LLG .a limited IlabiliN corrroanv
under the laws of Minnesota .('Cirantee'), real property in e ne 1n County,Minnesote,legally described as
iollows:
Lots 1 and 2,Block 1; Ontlot A,, Scotch Pine Addit3on.
PID; 09 117 23 44 0009,09 117 23 44 0008,09 117 23 44
Gkk her�Jf ail or pan of the described rea/ptvperty/s RegJstered(Tarens)( j
together with all hereditaments and appuRenances belonging tl�ereto,subJect to tbe following excepUons:
(a) building and zonfng laws,ordinances,and atete and federai regulations;
N) ��o�relatiog to use or improvement of tl�e Property wlthout eifective forteiRure provisions;
(c) reservation or any mineral rights by the State of Minnesota;
(d) utllity and drafnqqe easements which do not interfere with e�dsting improvements.
Check applicabie box
O The Seller certifies that the seller does not know of any wells on the descxibed real property.
� A well disdosure�rtiAc;ate accompantes thia document or has baen electron(cally flled. (if eiectronically
fli ed,insert WDC number: ,�
O i am familiar with the property described in this instrument and 1 certify that the status and number of wells
on tfie descxibed real property have not changed sinoe the tast previously filed well disclosure certlrycate,
ue .Ma
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Page 1 of 2
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P°9e Z of Z Minnesota Unifam ComeyanGng Blanks Form 10.1.3
Stateof_T�01�� .Counryof WLL E
This instrument was acknowladged before me on_(�' ! by Samuei S.Marfield and Jovce C
Marfield.married to each other
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My comrMs�ion e�tres: 20
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THIS IN5TRUMENT WAS DRAFTED BY: TAX STATEMENTS FOR THE REAL PROPERTY
BURNET TITLE DE3CRIBED IN THIS INS7RUMENT SHOULD BE
6161 Edtna Industrisl Boulevard,Suite 500 SENT TO:
Edtna�MN 55439 ryieutbpel iwne.na reWdentlal a bwinas ad�.cs a c�a�
15-18822/b257T8
North Shore Meadows,LLC
11.�i5/20�,t� htt�:/imblsgotfal.sos.atate.mn.us/BusinesslSeai+chDctails?Filingfiuid=34736f86-60d4-e011-a886-OOlcc94ffe7f
Minnesota Buginess and Lien System, Office o�f the Minnesota
Secretary of State
Business Record Details »
Minnesota Business Name
North Shor� M�adows, LLC
Business Type MN Statute
Limited Liability Company(pomestic) 3228
�le Numt�er Home.lurisdiction
3$368-LLC Minneso#a
Filin� Date Status
02/10/20Q3 Active/fn Good Standing
Renewal Dt�Date Registered Office Address
12/31/2016 2265 N SHore Drv
Orono, MN 55391
° USA
Registered Ager�t(s� 11Aanager
(Optional) None provided Gregg Steinhafei
2265 North Shore drive
Orono, MN 55391
USA
PrincFpal Eacecudve Offi�Address
2265 North Shore drive
Orar�o, MN 55391
USA
�iling Mistory
Filin�g History
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WRITTEN ACTION
OF THE
BOARD OF GOVERNORS
OF
NORTH SHl'�FtE MEADOWS, LLC �
Pursuant to the provi�ions of Section 322B.656, Minnesota Statutes, the
under�igned, being all of the members of the Board of Governors of North Share
Meadows, LLC, a Minnesota limited liability company (the "CQmpany"), do hereby
authorize, consent to and approve the following actions and resolutions by and on
bef�alf of the Bvard of Governors of the Company;
4RGAWIZATIONAL MATTERS. The Articles of Organization have been filed and
re�orded in the office of the Secretary of State af Minnesota.
APPROVAL OF BYLAWS. The proposed Bylaws for the Company, a copy of which
has b�en filed in the minute bo4k, is hereby approved and adopted as the
Bylaws of the Company.
ELECTI�N OF MANAGERS, The foliowing persons are hereby elected to the
management positions of the Company set opposite their respeGti�e names,
su�h managers to serve until their respective successors are elected and have
qualified:
PresidenUChief Manager Gregg W. Steinhafel
Treasurer Denise E. Steinhafel
Th� President and the Treasurer are hereby respectively designated as the Chief
Manager and Treasurer of the Company. The Treasurer shall be designated as
the Tax Matters Partner within the meaning of Section 6231(a)(7) of the Internal
Revenue Code ofi'1986, as amended, and any successor thereto.
GO�MPANY DEPOSITORY. The following resolutions with respect to the designation of
a depository for the funds of the Company are hereby adopted:
RESOLVED, that the President/Chief Manager and/or Treasurer be and is
hereby directed fio open a bank account with a bank suitable to the banking
needs of the Company chosen by the President/Chief Manager and/or Treasurer;
and
RESOLVED FURTHER, that the resolutions prescribed and fuenished by
such bank for opening the account and for d'esignating the managers to sign
dra�ts and checks thereon and to borrow funds therefrom be and are hereby
adc�pted ar�d made a part of fhe minutes of this meeting.
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AGCEPTANCE Of OFFEF�S TO CONTRIBUTE CASH FOR MEMBERSHIP
INTEREST. The Cornpany has received the foilowing offers ta acquire
membership interest in the Company as foliows:
(1) Gregg W. Steinhafel has offered to contribute $100 in cash.
(2) . Denise E. Steinhafel has offered to contribute $100 in cash.
The follawing resolution is hereby adopted relative to said offers:
RE�OLVED, that the foregoing offers to contribute cash to the company
be accepted, and that upon transfer to the cc�mpany of such contribution, Gregg
W. Steinhafel and Denise E. Steinhafel shall become Members and shall each
ovun fifty percent (50%) of'the Membership Interests of the Company.
FURTHER RESOLVED, that the sfiatement of such contributions be
pr�pared and retained among the company's required records in accordance with
Section 3228.373, subd. 1, clause (11), of Minnesota Sta#utes.
FIS�AL YEAR. December 31 is hereby designated as the last day of the Company's
fiscal year.
The foregoing actions and resolutio:ns are hereby adop#ed by and on behalf of
the Board of Governors of tMe Company effective as of the _�'�'day of
��� , 2003, in lieu of holding a meeting t�f the B�ard of Governors for
thess purpo s.
GOVERNORS:
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re `W. inha el
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' e E. Steinhafe
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� Fo� SS-4 Application for fmpl�yer ldentification Number
(For use by emptoyers,cor cuations, artnershi s,Vusts,estates,chu�cltes, EIN
(Rev.December 2001) government agencies,Ind an tribal entities,certain individuals,and others.)
Department oi the 7reasury OMB N0.1545-UOU3
Intemel Revenue Servke ► See separate iestructions far each line. ► Keep a co y for your records.
1 Legal name of entity(or individual)for whom the fIN is being requested
North�ore Meadows,LLC
�' 2 Trade name of business�f di�ferent from name on Iine 1) 3 Executor,wstee, "care of'name
�.
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i� 4a Mailing address(room,apt.,suite no. and sueet,or P.O.box) 5a Sveet address(if differen�(Do not enter a P.O, box.)
c 1150 Old Crystal Bay Road
.`C. 4b City, state,and ZIP code 5b Ciry,state,and ZIP code
o Orono,MN 55381
Q 6 County and state where principal business is located
� Hsnnepin County, Minnesotia
7a Name of�ineipai officer,general partner,c,�rantor,owner,ar Vustot 7b SSN,ITIN,a EIN
Gregg W.Stelnhafel,Chief Manager 398-4Cr0223
8a Type af entiky(cheek only orre bqx) ❑ Estate(SSN of deceden�
❑Sole Fxoprietor(SSN) ' ' � Rlan adminisuator(SSPq ; �
�PartnershiP • ❑ Trust(SSN of grantor)
❑Garparatia�►(enter form number to be flle�d) ► ❑ National Guard ❑ State./tocal gnvemment
❑Persanaf s�vice corp. ❑ Farmers'cooperative ❑ Federal governmendmilitary
❑Church or church-controlled organization ❑ REMIC ❑ Indian vitral govemme�rts/enteqxises
❑Other nonprvfit organization(specify) ► Group Exemption Number(GEN) ►
❑Other s ci ) ►
8b If a corporation, name the state or foreign country State Foreign counVy
(if applicable)where incwporated N/A N/A
8 Reason for applying(check only one box) ❑ Banking purpose(specify purpose) ►
�Siarted new business(specify type) ► ❑ Changed rype of organizaUon(specify new type) ►
Real Estate Devetopment ❑ Purchased going business
❑Hired employees(Check the box and see Jine 12.) ❑ Created a Vust(specify type) ►
❑Compltance with IRS withholding regulatians ❑ Created a pension plan(specify rype) ►
❑Other(speci ) ►
10 Date business started ar acquired(month,day,year) 11 Cbsing morrth of accounting year
� December
12 First daEe wages or annuities were paid-or will be paFd(month;day,year). Nota: !f applicant is a withholding agenG enter date frtcome wril!
first be paid to nonvesident allen. (monih, day year) . . ► N/A
13 Highest numb?er of employees expected in the next 12 months.Note:If the applicant does not Agricuitural Household Oth�r
expect to have any employees during the periQd,enter "-�-. � � p ' 0
14 et�;ck cne box that best describ�.s the prinCipal activity af your business. ❑ Heakh care&social assistanee ❑ Wholesale-agenttbroker
❑ Constructitt3n � Rerital&leasing ❑ Transp�rtatlon-&warehousing ❑ q��mmodation&food s�vice ❑ Whotesale-oft� ❑ Retail
� Real estate 0 'Manufacturing ❑ Finance&insurance ❑ Other(specifjr)
15 kndicate principal line of inerchandise sotd;specific construction work done;products p[oduced;or services provided.
Development of real estate into resldential properties
16a Has the applieant ever applied for art empioyer identification number for this or any other business7 . . . . ❑ Y�` 0 No
Note:(f"Yes,"please complete lines 16b end 16c.
16b If you checked"Yes"on line 16a,give appllcanYs legaf name and trade name shown on prior applicaqon if different from line 1 or 2 above.
Legal name ► N/A Trade name ► N/A
16c Approximate date when,and city and state where,the application was filed. Enter previous employer identification numb�r if known.
Approximate tla[e when filed(mo.,day,y�ar) Cny and state where filed Prevfous EIN
N/A N/A ;N/A
Complete this sec6on only if you v�n[W autl�orize the named individual to receive the entitys EIN aM ar�u questions about the completiai of this form.
Third oesignee's name Oesignee's tdephone munbe ph�e area cod�
Party Joan M.Boddlcker,Rider Bennett Egan 8 Arundel,LLP ( g12 )340-7932
Resignee Address and ZIP eode Designee's fex rnimt�pnclude area code)
333 S.7th Street,Suite 1900,Minneapolis,MN 55402 613 )34Q-7900
Underpenalties of,PgJuY.I dedare d�at I have exammed this�pl�apan,and to the best of my knowledge snd txlief,t fs true,carea.and canpl�e.
�
AppAca�'s telephone numbd'�incA���e8 wd�
Name anci title(type or p r.�riy� ► Gregg W.S in afel, hief Manager � �
Applicant's tax number(f�c1utle area sode)
.Si nawre r Da�e ► �� ( )
For Priv Act antJ Pape : k Reduc n Act Noti�e.se separaie instruetions. Cat.No.16o55N Fortn $�-4 (Rev,12-2no7)
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BYLAWS
OF
NORTH SHORE MEADOWS, LLC
ARTICLE I. QFFICES.
The registered office of the eompany in Minnesota sMall be as stated in the
Articles af Organization, as fcom time to time amended. The company may also have
offic�s at such other places as the Board of Governors shali from time to time
d�termine.
ARTICLE I1. CORPORATE SEAL.
The company shall have no limited liability cornpany seal.
ARTtCLE 11L MEMBER MEETINGS.
Section 1. The Company will at all frmes have one or more Members. The �
Members rnay be individuals, corporations, other limited liability corripanies,
partnerships, trusts, �states or any other legal entity.
Secfiion2. Regular m�etings of the members of the company for the purpase
of electian of gavern�rs and transaction of such other business as may properly come
befiore the regular meetings shall be held on an annual or other I�ss frequent basis at
the principal executive office of the company or at such other place wi#hin or without the
State of Minnesota as may be designated by the Board of Governors or Chief Manager.
Regular meetings of inembers, when held, shall be he�d at such time as the Board of
Governors: or Chief Manager may from time to time designate. Regular meetings of the
members mey also be called by the members in accordance with the provisions of
Section 322B.333, Minn�sota Statutes.
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Section 3. Special Meetings. Special meetings of the mernbers may be called
for any purpose at any tim� by the Chief Manager, the T�asurer, any finro (2) or more
Govemor�, or upon the written request of one or more members holding ten perc�ent
(10%) or more of the voting power of ali membership interests of the company. in the
case of a special meeting cafled by members holding ten percen# (1�%) or more of the
voting power of all membership interests of the company, such written request shall be
by registered mail or personally delivered ta the Chief Manager or Treasurer and shalt
�e# forth th� purpose or purposes of the special meeting. The Board of Govemors or
the Chief Manager shall within thirty (30) days of receipt of such written request cause a
special meeting of inembers to be called, said meeting to be held no later than ninety
(90) days after receipt of the written request. �
Section 4. Notice of Member Meetinqs. Written notice of inembers' meetings,
whether regular or special, shall be mailed to all members entitled to vofe at any such
meeting at least ten (10) days, and not more than sixty (�0) days, before the date of the
meeting. The written nati�e shall contain the date,time and place of the meeting and, in
the case of a special me�ting, the purpose or purposes thereof. Notice shall be
deemed received when it is g.iven.
Section 5. Waiver of Notice. Notice of the time, place and purpose of any
r��eting of inembers may be waived by any member in writing or orally before, at, or
after tFte meeting. Attendance by a member at a meeting is a waiver of notice of that
meeting, except wh�re the member objects at the beginning of the meeting to the
transaction of busin�ss because the mesting is not lawfully caUed or convened, or
objects before a vote on an item of business because the item may not lawfully be
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considered at that meeting and does not participate in the consideration of the item at
that meeting.
Section 6. Record Date. The Board of Govemors may fix in advance a date not
more than sixty (60) days prior to the date Qf any meeting of inembers as the record
date for the deterrrtination of rnembers entitled to vote at the meeting.
Se�ction 7. Quarum. The presence, in person or by proxy, of the awners of a
majority of the vating pawer ofi all membership interests entitled to vote thereat shall
constitute � quorum for the transacfiion of business at all meetings of inembers. If,
hawever, a quorum is not present or represented at any meeting of inembers, the
members entitl�ed to vate at the meeting, either present in person or represented by
proxy, shall have the pow�r to adjourn the meeting to a future date. Provided that a
quorurn is present Qr represented at an adjourned meeting, any business may be
transa�ted which mic�ht have been transacted af the original meeting. If a quorum is
pres�nt when a duly called or held meeting of m�mbers is convened, the members
present may continue ta transact business until adjaumment, even though the
withdrawal of a number c�f inembers originally present teaves less than the propQrtiion or
number otherwise required for a quorum.
Section 8. Votina. A member entitled to vote at a meeting of inembers may vate
in persan or by proxy. Except as otherwise provided by law or the Articles of
Organi�ation, every member shall have voting power in proportion to the value of the
member's contribution to the company. Except as otherwise required by law, fhe
Articles of Organizafion or Member Control Agreement, the members shall take action
by th� affirmative vote of the owners of a majority of the voting power of all membership
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interests entitled to vote, If a member votes without designating the proportion af the
membership interest voted in a particular way, the member is deemed to have voted all
of the membership interest in that way.
Section 9. Proxi s. Every appointment of a pro�cy must be in writing and must
be dated an�1 signed by the member and filed with a manager of the company at or
befor� the member meeting at which the appointment is to be effec#ive. No
appoi�tment of a proxy shall be valid after the expiration of eleven (11) months from the
date of its execution, unless a longer period is expre�sly provided in the appaintrnent.
Section 10. Written Actions. An action required or permitted to be taken at a
meeting of the members may be taken without a mesting by written action signed by the
members who own voting power equal to the votin� power that would be required to
take the same action at a meeting of the members at which all members were present.
The writken action is effective when it has been signed by a11 of those members, unless
a differ�n# effective#ime is provided in the written action.
ARTICLE N. GOVERNORS.
Section 1. Duties and Powers. The Board of Governors shall manage and direct
the business and affairs of the company. The Governors shall in all cases aet as a
Board, and, in the transaction of business, the act of a majority pres�nt at a meeting,
except as otherwise provided by !aw or the Articles of Organization, shall be the act of
the Boaed, provided a quorum is present. The Governors may adopt suEh rules and
regulations fQr the conduct of their meetings and the management of the company as
they may deem proper, not inconsistent with law or these Bylaws.
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Section 2. Number and Qualifications. The Board of Govemors shall consist of
not less than one (1) or more than five (5) natural persons. Governors need not be
mernbers of the company.
Section 3. Term of �overnors. Each Governor shall hold office until the next
regular meeting of the members and until a successor is elected and has qualified, or
until the earlier death, resignation, removal or disquaiification of the Governor.
Sectiar�4. Meetinqs. The Board of Govemors may hold a regular meeting at
such time and place as rr�ay be designated by the Chief Manager or the Board, for the
purpose of electing the managers of the company and for the transaction of such ather
business as shall come before the meeting. Other meetings �f the Board of Governors
may be helt� at such times and places as are �xed by reso{ution of the Board or
designaie� by #he Chief Manag�r or Treasurer. No notice of the purpose of regular
meetings af the Board shall be required, but reasonable notice of the tirne and place of
such meetings must be given to all Govemors.
�ectiQn 5. Special Meetin�s. Special meetings of the Board of Govemors of the
company may be called by any Governor by giving three (3) days' notice t,� all
Govemors of the date, time, place and purpos�of the meeting.
Section 6. Previouslv ScMeduled Meetinas. If the day or date, time and place of
a Board meeting ha�� been provided in the Articles or Bylaws, or announced at a
previaus meeting of the Board, no notiee is required. Notice of an adjoumed meetir�g
need not be given oth�r than by annauncement a#the meeting at which adjoumment is
taken.
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Section 7. Waiver of Notice and Assent#o Action. Notice of any meeting of the
Board may be waived by any Govemor before, at or after the meeting in writing or
orally. Attendance by a Governor at a meeting is a waiver ofi notice of that meeting,
except where the Governor objects af the beginning of the meeting to the transaction of
busin�ss bequse the meeting is not lawfully called or convened and does not
pa�ticipate thereafter in the meeting.
Section 8. uorum. The presence of a majority of the Govemors shalt constitute
a quorum for the transaction of business. ln the absence of a quorum, a majority of the
Govemors pres�nt may adjoum a meeting of the Board from tirne to time until a quorum
is present. If a quorum is present when a duly called or held Board meeting is
convened, the Govemors present may confiinue ta transact business until adjoumm�nt,
even though the withdrawal of a number of Governors originally present leaves less
than the proportion or number otherwis� required for a quorurn.
Section �. Absent Governars. A Governar may give advance written consent or
oppQsition to a proposal to be acted on at a Board meeting. If the Governor is not
present at the mee#ing, cons�nt or oppos:iti4n to a proposal does not constitute
presence for purposes of determining the existence of a quorum, but consent or
opposi#ion shall be counted as a vote in favor of or against the proposal and shall be
entered in the minutes or otl�er record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as the
proposal to which the Govern�r has consented or objected.
Section 10. VotinQ. At all meetings of the Board of Governors, each Governor
shall have one (1)vQte irrespective of the percent of the voting membership interest that
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he may hold. The Board of Govemors shall take action by the affirmative vote of a
majority of Govemors present at a duly held meeting or voting when absent as
permittsd pursuant to the Bylaws, except where the affirmative vote of a larger
proportion or number is required by law, the Artictes of Organization, or a mernber
cc�ntrol agreement.
Section 11. Compensation. The compensation of Governors shalt be as fixed
from time to time by the Board of Governors.
Sectian 12. Vacancies. Va�ancies on the Board of Govemors resulting from the
death, r�signation, removal, or disqualification of a Governor may be filled by the
affirmative vote of � majority of the remaining Governors, even thougF� less than a �
quorurn. Vacancies on the Board of Govemors resulting from newly created
goverr�orships may be filled by the affirmative vote of a majority of the Govemors
serving at the time of the increase.
Section 13. Removal of Governors. Governors may be removed as provided in
Minnesota Statutes, Section 322B.636. �
Section 14. ResiQnation. A Governor may resign at any time by giving written
notice to the company. The resignation is effective without acceptance when the notice
is given to the company, unless a later effective time is specified in the notice.
Section 15. Eiectronic Gommunications. A canfierence among Govemors by any
means of commun'rcation through which the Governors may simultaneously hear each
other during the conference constitutes a Board meeting, if the same notice is given of
the conference as wouJd be required under these Bylaws for a Board meeting, and if the
number of Governors participating in the confer�nce would be sufficient to constitute a
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quorum at a meeting. A Governor may participate in a Board meeting at which he is n�t
personally present by any means of communication through which the Governar, other
Governors so participating, and all Governors physically present at the meeting may
simultan�ously hear each other during the meeting. Participation in a Board meeting by
either of the foregoing means constitutes presence in person at the meeting.
Section 16. Written Actions. Any action required or permitted to be taken at a
Board meeting may be taken by a written action signed coflectively, or individual'ly in
counterparts, by the number of Governors that would be required to take the same .
action at a meeting of the Board at which all Governors were present, unless such
action requires approval by the members of the company, in which case such actian
may be taken only by a written actian signed by alJ Govemors, provided, however that
no written ac�ion signed by I�ss than all Go�ernors of the company shall be effective
unless al1 Governors of the company were provided at least one (1) day's advance
notice of the te�ct of su�h written action prior#o the execution thereof by the Goverrtiors.
Any such written action shall be effective when signed by the required number af
Gouemors indicated above, unless a different effective time is provided in the written
act[on. * jWhen any written action is taken by less than all Governors, all Govemors
shall be immediately notified of its text and effective date.]
Sectian �7. Committees. The Board of Governors may from time to tim�, by
resolution, �stab.lish committees having the authority of the Board in the management of
the busin�ss c�f the company to the extent provided in the resolution. Any cammittee so
established shall consist of one (1) or more natural persons who need not be
Governors, and shall be subject at all times to the direction and control of the Board of
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Govemors. At any meeting of any such committee the presence of a majority c�f the
members of#he committee shall be necessary to constitute a quorum for the transaction
of business. Committees of the Board shal) take actian by the affirmative vote of a
majority of committee members present at a duly held meeting, exc�pt where the
a�rmative vote �f a larger proportion or number is required by the Board. Any action
req:uired or permitted to b� taken at a cammittee meeting may be taken by a written
action signed collectiv�ly, or individuatly in �ounterparts, by all members of such
comrnittee. Each committee shall keep a written record of its activities and shall submit
such vrrritten record tv the Board after each meeting.
QRTICLE V. MANAG'ERS.
Section �. Manaaers and Qualifications. The managers of the company, who
shall be one �r more nafural persons� may consist of a Chairman of the Board, a Vice
Chairman of the Board, a President, one or more Vice Presidents� a Secre#ary and a
Treasurer, or such other managers as the Board of Gov�rnors may from time to time
d�sig�at�, any one of whom shall be designated and be the Chief Manager and any
ane of whom shall be designated and be the Treasurer. Any number o# management
pos:itions ma� be held by the same person.
Section 2. Electi n. The rnanagers af the company shall be elected or
appointed periodically by the Board af Govemors.
Section 3. Term ofi ManaQers. Each manag�r of the company shall hold a
management position unti! their respective successors are elected and have qualified,
or until their earlier death, resignation, or removal.
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Section 4. Removal. Any manager of the company may be removed a# any
time, with or without cause, by the affirmative vote of a majority af the Govemors
present at a duly called Board meeting, subject to the provisions of any member control
agreement.
Section 5, Quties. The Chief Manager of the company shall:
�. Have general active management af the business of the company;
b. When present, preside at all meetings of the Board of Governors
and of the members;
c. See that all orders and resolutions of the Board are carried intv
� effect;
d. Sign and deliver in the name of the company any deeds,
mortgages, bonds, contracts or other instruments pertaining to the
business af the company, except in cases in which the authority to -
sign and deliver is required by taw to be execcised by another
persan or is expr�ssly delegated by the Articles of Organization or
Bylaws or by the Board to some other manager or agent of the
company;
e. Maintain records of and, whenever necessary, certify all
proceedings of the Board and the members; and
f. Perform other duties prescribed by the Board;
provided, however, that in the event the company shall have a Chairman of the Board,
the duties set forth in (b) above sfiall be presumed to have been delegated to sueh
manager by the Board, and in the event the company shall have a Secretary, tMe dt�#ies
set forth in (e) above shall be presumed to have been delegated to such manager by
th� Board.
The Treasurer of the company shall:
a. Keep a�curate financial records for the�mpany;
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b. Endorse for deposit all notes, checks, and drafts received by the
company, making proper vouchers therefor;
c.� Deposit a11 money, drafts, and ch:ecks in the name of and to tf�e
credit of the company in authorized banks and depositories;
d. Disburse company funds and issue checks and drafts in the name
of the cc�mpany;
e. Render to the Chief Manager and the Board, whenever requested,
an aecount af all transactions by the Treasurer and of the financial
condition of the company; and
f. RerForm other duties prescribed by the Board or by the Chief
Manager;
provided, however, thafi the Board of Governors rnay designate another person, either
alQne or togethEr with the Treasurer, fio perform the duties sef forth in (b), (c) and (dJ
above.
The Chie#Manager and Treasurer of the company shall jointly:
a. Designate banks or other financial institutions a� depositories of the
company;
b. Establish accounts therein;
c. Make credit arrangements and establish borrowing therewith in the
name of tbe company for such amounts and upon such tenns and
conditions as are deemed appropriafie;
d. Execute e�idences of indebtedness and, as appropriate, selt,
ptedge, assign or deliver any property of the company as security in
connectiQn with the foregoing;
e. Designate from time to time the aut�orized signatories in any of the
fiorego'rng matters and the individuals authorized to act in
cannection therewith; and
f. Revoke or alter any designa#ions of author'rzation made pursuant
hereto;
provided, however, that the Board of Gov�mors may designate the Chief Manager, the
Treasurer or any other person, either individually or together in any combination, to
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perform the �oregoing duties. The other managers of the company shail perform such
duties as are from time to time prescribed by the Board of Govemors, the Chief
Manager, or the Treasurer.
Section 6. Vacancies. Alt vacancies in any management position of the
company may be filled by the Board of Governors.
Section 7. Compensation. TMe eompensation of al! managers of the company
shall be fixed by the Board of Gover-nors or by such committee or person as the Board
rr�ay from time to#ime design�te.
ARTICLE VI. MEMBERSHFP INTERESTS.
Section 1. Nature of Mernbership Interest. A membership interest is personal
property. A member has no interest in spec�c campany property.
S�ction 2. Statement of Membership Interest. At the request of any member,
the company shali state in writing the particular membership interest owned by the
member as of th� date the company issues the statement. The statement must
describe the member's rights to vote, share in profi#s and iosses, and share in
distribu�ions, as well as any assignment of the member's rights then in effect.
Section 3. Transfer of Membership fnterest. Membership interests� in the
company may be transferred only to the extent permitted by law and subject to any
member control agreement.
Sectian 4. Termination of Membership Interest. A member always has the
power, though not necessarily the right, ta terminate its membership by resigning or
retiring at any time. R rnember's resignation or retirement, whether rightful or wrongful,
causes dissolution under § 3226.80, subd. 1(5), Minnesota Statutes, unless dissolution
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avoidance consent is obtained from the remaining members. Unless othervvise
provided in the Arti�les of Organization, a member may not be expelled.
If dis�olution und�r § 322B.80, subd. 1(5) is avoided by dissQlution avoidance
consent, the termina#ed member loses ali governance rights and shall be considereti
rnerely an assignee of financial rights owned before the termination of inembership. tf
diss�lution under § 322B.80, subd. 1(5) is not avoided by dissolution avoidance
consent, the terminated r�nember r�tains all govemance rights owned before the
termination of inembership and may exercise those rights through the winding up and
termination of the company. Wrongful termination of inembership shall be govemed by
� 3�2B.306, subd. 4.
ARTICLE VII. IND`EMNIFIGATIQN.
The a�mpany shall indemnify and shall, to the e�c#ent of reasonabl� available
w�rking capital, make advances of reasonable expenses to each Govemar and
employee of the company, whether or not then in a management position or employed
by t�e company, as prescribed by Minnesota Statutes, Seckion 3228.699. The
cornpany shall not indemnify or make advances of expenses to any person who may
otherwise be entitled thereto under Section 322B.699, by reason of such person's
status or former status as an agent of the company or otherwise.. The company may
purchase and maintain insurance on behalf of any person in that person's official
capacity against any liability asserted against and incurred by the person in or arising
from that +capacity, wheth�r or n4t the company would have been required to indemnify
the person against the liabifity h�reunder or under the provisions of Section 322B.689.
The for�gaing right af indemnification and the righ# to receive advances of expenses
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shal! not be exclusive of other rights to which any Govemor or employee may be �
entitled as a matter of law, under the Bylaws, by a vote of the members, or otherwise.
ARTICLE VIU. AMENDMENTS.
The power to adopt, amend, or repeal the Bylaws, or portions thereof, af the
cornpany is vested in the Board af Governors. The power of the Board is subjeet to the
power of the members, exercisable in the manner provided by statute, to adopt, amend,
or repeal a gylaw adopted, amended or rep�aled by the Board. The Board sMall not `
amend or repeal provisions in the Bylaws fixing a quorum for meetings of inembers,
prescribing procedures for removing Govemors or filling vacancies in the Board, or
fixing the number af Govemors or their classifications, qualifica�ions, or terms of office,
but may adopt or amend a provision in the Bylaws to increase the number of Govemors.
ARTtCLE IX. DISTRIBUTIONS.
Th� Baard,of Govemors shall have the authority to declare distribu#ions upon the
membership interests of the company to fihe extent permitted by law and subject t� any
member contcol agreement.
ARTIeLE X. FISCAL YEAR. �
The company's fiscal year shall be as from time to time designated by resolution
adopted by the Board of Governors.
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CERTIFICATION
The undersigned, the Chief Manager of the company, hereby
certifies that the foregoing Bylaws wer�e adopted p rs ant to a Written
Action of the Board of Govemors effective as of �I / 6"' , 2003.
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