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	a.		Duration. The corporation shall have perpetual duration.

	b.		Legal capacity. The corporation may sue and be sued, complain and defend and participate as a party or otherwise in any legal, administrative, or arbitration proceeding, in its corporate name.

	c.		Property ownership. The corporation may purchase, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.

	d.		Property disposition. The corporation may sell, convey, mortgage, create a security interest in, lease, exchange, transfer, or otherwise dispose of all or any part of its real or personal property, or any interest therein, wherever situated.

	e.		Trading in securities; obligations. The corporation may purchase, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend, create a security interest in, or otherwise dispose of and otherwise use and deal in and with, securities or other interests in, or obligations of, any person ( as

			defined by Minn. Stats. Ch. 302A.) or direct or indirect obligations of any domestic or foreign government or instrumentality thereof.

	f.		Contracts, mortgages. The corporation may make contracts and incur liabilities, borrow money, issue its securities, and secure any of its obligations by mortgage of or creation of a security interest in all or any of its property, franchises and income.

	g.		Investment. The corporation may invest and reinvest its funds.

	h.		Holding property as security. The corporation may take and hold real and personal property, whether or not of a kind sold or otherwise dealt in by the corporation, as security for the payment of money loaned, advanced, or invested.

	i.		Location. The corporation may conduct its business, carry on its operations, have offices, and exercise the powers granted by Minnesota Statute anywhere in the universe.

	j.		Donations. The corporation may make donations, irrespective of corporate benefit, for the public welfare; for social, community, charitable, religious, educational, scientific, civic, literary, and testing for public safety purposes, and for similar or related purposes; for the purpose of fostering national or international amateur sports competition; and for the prevention of cruelty to children and animals.

	k.		Pensions; benefits. The corporation may pay pensions, retirement allowances, and compensation for past services to and for the benefit of, and establish, maintain, continue, and carry out, wholly or partially at the expense of the corporation, employee or incentive benefit plans, trusts, and provisions to or for

			the benefit of, any or all of its and its related corporations? officers, directors, employees, and agents and the families, dependents, and beneficiaries of any of them. It may indemnify and purchase and maintain insurance for and on behalf of a fiduciary of any of these employee benefit and incentive plans, trusts, and provisions.

	l.		Participating in management. The corporation may participate in any capacity in the promotion, organization, ownership, management, and operation of any organization or in any transaction, undertaking, or arrangement that the participating corporation would have power to conduct itself, whether or not the participation involves sharing or delegation of control with or to others.

	m.		Insurance. The corporation may provide for its benefit life insurance and other insurance with respect to the services of any or all of its officers, directors, employees, and agents, or on the life of a shareholder for the purpose of acquiring at the death of the shareholder any or all shares in the corporation owned by the shareholder.

	n.		Corporate seal. The corporation may, but need not, have a corporate seal. The failure to affix a seal, if any, to any document shall not invalidate such document.

	o.		. By-laws. The corporation may adopt, amend, and repeal by-laws relating to the management of the business or the regulation of the affairs of the corporation.

	p.		Committees. The corporation may establish committees of the board of directors, elect or appoint persons to the committees, define their duties and fix their compensation.

	q.		Officers; employees; agents. The corporation may elect or appoint officers, employees, and agents of the corporation, define their duties and fix their compensation.

	r.		Securities. The corporation may issue securities and rights to purchase securities.

	s.		Loans; guaranties; sureties. The corporation may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist any person (as above defined) subject to board approval.

	t.		Advances. The corporation may make advances to its directors, officers, and employees and those of its subsidiaries subject to board approval.

	u.		Indemnification. The corporation shall indemnify persons against certain expenses and liabilities only as provided herein.

	v.		Assumed names. The corporation may conduct all or part of its business under one or more assumed names as provided by Minnesota statute.

	w.		Other powers. The corporation may have and exercise all other powers necessary or convenient to effect any or all of the business purposes for which the corporation is incorporated.

ARTICLE II.

BOARD OF DIRECTORS

Section 1. Management of Corporation.

	a.		Board to manage. The business and affairs of the corporation shall be managed by or under the direction of a board of directors.

	b.		Shareholder management. The holders of the voting shares of the corporation may, by unanimous affirmative vote, take any action that Minn. Stats. Ch. 302A

requires or permits the board to take or the shareholders to take after action or approval of the board.

Section 2. Number. The board shall consist of five directors. The number of directors may be increased or, subject to Minn. Stats. #302A.223, decreased at any time by majority vote of the board.

Section 3. Qualification; election. Directors shall be natural persons. The method of election and any additional qualifications for directors may be imposed by or in the manner provided in the articles or these by-laws.

Section 4. Terms. A director shall serve for an indefinite term that expires at the next regular meeting of the shareholders when a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the director.

Section 5. Compensation. Subject to any limitations in the articles, the board may fix the compensation of directors.

Section 6. Removal of directors.

Removal by directors. A director may be removed at any time, with or without cause, if:

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