2017-04-25 HSB Ventures LLC Proof of Businessfj IR DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023
HSB VENTURES LLC
FRED B STELTER MBR
14505 43RD AVE N
PLYMOUTH, MN 55446
Date of this notice: 04-18-2017
Employer Identification Number:
82-1215966
Form: SS -4
Number of this notice: CP 575 B
For assistance you may call us at:
1-800-829-4933
IF YOU WRITE, ATTACH THE
STUB AT THE END OF THIS NOTICE.
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
Thank you for applying for an Employer Identification Number (EIN). We assigned you
EIN 82-1215966. This EIN will identify you, your business accounts, tax returns, and
documents, even if you have no employees. Please keep this notice in your permanent
records.
When filing tax documents, payments, and related correspondence, it is very important
that you use your EIN and complete name and address exactly as shown above. Any variation
may cause a delay in processing, result in incorrect information in your account, or even
cause you to be assigned more than one EIN. If the information is not correct as shown
above, please make the correction using the attached tear off stub and return it to us.
Based on the information received from you or your representative, you must file
the following form(s) by the date(s) shown.
Form 1065 03/15/2018
If you have questions about the form(s) or the due date(s) shown, you can call us at
the phone number or write to us at the address shown at the top of this notice. If you
need help in determining your annual accounting period (tax year), see Publication 538,
Accounting Periods and Methods.
We assigned you a tax classification based on information obtained from you or your
representative. It is not a legal determination of your tax classification, and is not
binding on the IRS. If you want a legal determination of your tax classification, you may
request a private letter ruling from the IRS under the guidelines in Revenue Procedure
2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note:
Certain tax classification elections can be requested by filing Form 8832, Entity
Classification Election. See Form 8832 and its instructions for additional information.
A limited liability company (LLC) may file Form 8832, Entity Classification
Election, and elect to be classified as an association taxable as a corporation. If
the LLC is eligible to be treated as a corporation that meets certain tests and it
will be electing S corporation status, it must timely file Form 2553, Election by a
Small Business Corporation. The LLC will be treated as a corporation as of the
effective date of the S corporation election and does not need to file Form 8832.
To obtain tax forms and publications, including those referenced in this notice,
visit our Web site at www.irs.gov. If you do not have access to the Internet, call
1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office.
(IRS USE ONLY) 575B 04-18-2017 HSBV B 9999999999 SS -4
IMPORTANT REMINDERS:
* Keep a copy of this notice in your permanent records. This notice is issued only
one time and the IRS will not be able to generate a duplicate copy for you. You
may give a copy of this document to anyone asking for proof of your EIN.
* Use this EIN and your name exactly as they appear at the top of this notice on all
your federal tax forms.
* Refer to this EIN on your tax -related correspondence and documents.
If you have questions about your EIN, you can call us at the phone number or write to
us at the address shown at the top of this notice. If you write, please tear off the stub
at the bottom of this notice and send it along with your letter. If you do not need to
write us, do not complete and return the stub.
Your name control associated with this EIN is HSBV. You will need to provide this
information, along with your EIN, if you file your returns electronically.
Thank you for your cooperation.
Keep this part for your records. CP 575 B (Rev. 7-2007)
----------------------------------------------------------------------------------------------
Return this part with any correspondence
so we may identify your account. Please
correct any errors in your name or address.
CP 575 B
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Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 04-18-2017
( ) - EMPLOYER IDENTIFICATION NUMBER: 82-1215966
FORM: SS -4 NOBOD
INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023
HSB VENTURES LLC
FRED B STELTER MBR
14505 43RD AVE N
PLYMOUTH, MN 55446
Office of the Minnesota Secretary of State
Certificate of Organization
Office of the Minnesota Secretary of State
Minnesota Limited Liability Company/Articles of Organization
Minnesota Statutes, Chapter 3220
The individual(s) listed below who is (are each) 18 years of age or older,
hereby adopt(s) the following Articles of Organization:
ARTICLE I - LIMITED LIABILITY COMPANY NAME:
HSB Ventures LLC LLC
ARTICLE 2 - REGISTERED OFFICE AND AGENT(S), IF ANY AT THAT OFFICE:
Name
Fred Stelter
ARTICLE 3 - DURATION: PERPETUAL
ARTICLE 4 - ORGANIZERS:
Name:
Fred Stelter
Address:
14505 43rd Ave N Minneapolis MN 55446 USA
Address:
14505 43rd Ave N Minneapolis Minnesota 55446
United States
If you submit an attachment, it will be incorporated into this document. If the attachment conflicts with the
information specifically set forth in this document, this document supersedes the data referenced in the
attachment.
By typing my name, 1, the undersigned, certify that I am signing this document as the person whose signature is
required, or as agent of the person(s) whose signature would be required who has authorized me to sign this document
on his/her behalf, or in both capacities. I further certify that I have completed all required fields, and that the
information in this document is true and correct and in compliance with the applicable chapter of Minnesota Statutes. I
understand that by signing this document I am subject to the penalties of perjury as set forth in Section 609.48 as if I
had signed this document under oath.
SIGNED BY: Fred Stelter
MAILING ADDRESS: None Provided
EMAIL FOR OFFICIAL NOTICES: stelterfred@gmail.com
OPERATING AGREEMENT
Of
HSB Ventures, LLC,
a Minnesota Limited Liability Company
organized under MN 3228
ARTICLE 1 - INITIAL DATE, PARTIES, AUTHORIZATION AND PURPOSE OF
THIS AGREEMENT
1.1 Initial Date; Initial Parties. This Agreement is first made on April 6; 2017
and is initially agreed to by all persons who on that date are Members of HSB
Ventures, LLC, ("the Company") which include Henry Hansen, Fred Stelter and
Gary Brummer.
1.2 Subsequent Parties; Assent as a Precondition to Becoming a Member
or Obtaining Rights Under a Contribution Agreement and Purpose.
(a) No person may become a member of the Company without first assenting to
and signing this Agreement at formation. Any act by the Company to offer,
provide or reflect in its Required Records a membership interest includes the
condition that the person becoming a member first assent to and sign this
Agreement.
(b) The purpose of this Company and this Agreement is to provide for the
ownership and management of properties the Company shall invest in from to
time to time (the Property). The Board shall endeavor to prudently purchase,
develop and resell properties. This initial Property will be to purchase Phase 6
and 7 of the Towne Lakes subdivision in Albertville; Minnesota (the Albertville
Property).
1.3 Authorization of this Agreement. This Agreement is made under MN 322B
ARTICLE 11— DEFINITIONS
2.1 Scope. For purposes of this Agreement, unless the language or context
clearly indicates that a different meaning is intended, the words, terms and
phrases defined in this section have the following meanings.
2.2 Agreement. "Agreement" means this Operating Agreement, as amended
from time to time under Article 3.3.
2.3 Board. "Board" means the board of governors of the Company.
2.4 Capital Account. "Capital Account" Means the account of any Member
which is maintained in accordance with Section 7.2 of this Agreement.
2.5 Code. "Code" means the Internal Revenue Code of 1886, as amended, and
any successor to that Code.
2.6 Company. "Company" means, HSB Ventures, LLC, a Minnesota Limited
Liability Company, organized under MN 322B.
2.7 Core Business. "Core business" means the Company's management of the
Property.
2.8 Default Rule. "Default rule" means a rule stated in the Act:
(a) which structures, defines or regulates the finances, governance, operations or
other aspects of a limited liability company organized under the Act, and
(b) which applies except to the extent negated or modified, as provided in the
Act, through the provisions of the limited liability company's articles of
organization, operating agreement or member control agreement.
2.9 Dissociation of a Member/Dissociation. "Dissociation of a Member" or
"Dissociation" occurs when the Company has notice or knowledge of an event
which has terminated a Member's continued membership in the Company
(including an event which leaves a Member without any governance rights). For
the purposes of this section, a Member who grants a proxy effective under MN
322B is not left without governance rights, even if the proxy covers all the
Member's governance rights.
2.10 Financial Rights. "Financial Rights" means a Member's rights to share in
profits and losses and a Member's rights to receive distributions, interim
distributions and termination distributions.
2.11 Fiscal Year. "Fiscal Year" means the annual period upon which the
Company files its federal tax return.
2.12 Governance Rights. "Governance Rights" means all a Member's rights as
a Member in the Company.
2.13 L.L.C. Act. "L.L.C. Act" or "Act" means the MN 322E or as amended.
2.14 Member. "Member" means a person who owns some Governance Rights
and whole ownership of those rights is reflected in the Required Records.
2.15 Membership Interest. "Membership Interest" means a Member's interest in
the Company consisting of a Member's financial rights, a Member's right to
assign financial rights, a Member's governance rights, and a Member's right to
assign governance rights.
2.16 Membership Unit. "Membership Unit" has the meaning stated in 5.1.
2.17 Person. "Person" includes a natural person, a domestic or foreign limited
liability company, corporation, partnership, limited partnership, joint venture,
association, business trust, estate, trust, enterprise, and any other legal or
commercial entity.
2.18 Required Records. "Required Records" means those records that MN
322B requires the Company to maintain.
2.19 Successor L.L.C.. "Successor L.L.C." means a limited liability company
organized under Section 10.2 to participate as the surviving organization in a
merger with the Company after the Company is dissolved.
2.20 Termination of the Company. "Termination of the Company" means the
end of the Company's legal existence.
ARTICLE III - BACKGROUND OF THIS AGREEMENT
3.1 History and Nature of the Company. The Company was organized in
Minnesota and is engaged in the business of real property ownership and
business related thereto. As the initial date of this Agreement, the Company's
principal place of business is 14505 43" Ave N., Plymouth, MN 55446.
3.2 Intent of this Agreement. (a) The parties to this Agreement have reached
an understanding concerning various aspects of their business relationship with
each other and the organization and operation of the Company and its business.
They wish to use rights created by statute to record and bind themselves to that
understanding. (b) The parties intend this Agreement to control, to the extent
stated or fairly implied, the business and affairs of the Company, including the
Company's governance structure and the Company's dissolution, winding up and
termination, as well as the relations among the Company's members.
3.3 Amendment of This Agreement. This Agreement may be amended when
circumstances occur requiring amendment of this Agreement by law, or at any
time two Managers propose an amendment to this agreement. If an amendment
to this agreement is proposed and is to be considered, the Managers shall call a
special meeting of the Members for the purpose of considering such amendment.
At least thirty (30) days prior to such meeting, the Managers shall deliver to each
Member written notice of the meeting and a statement of the purposes of the
amendment and such other matters as the Managers deem material to the
consideration of the amendment. The amendment considered at such special
meeting shall be adopted if approved by a majority of the Members of the
Company entitled to vote and present in person or by proxy at such meeting.
3.4 Advice of Counsel. Each person signing this Agreement;
(a) understands that this Agreement contains legally binding provisions,
(b) has had the opportunity to consult with a lawyer, and
(c) has either consulted with a lawyer or consciously decided not to consult with a
lawyer.
ARTICLE IV - RELATIONSHIP OF THIS AGREEMENT TO THE DEFAULT
RULES PROVIDED BY THE L.L.C. ACT, THE ARTICLES OF ORGANIZATION
AND THE OPERATING AGREEMENT
4.1 Relationship of this Agreement to the Default Rules Provided by the
L.L.C.Act. The L.L.C. Act provides numerous default rules structuring the
finances, governance, operations and other aspects of a limited liability company
organized under the Act, and those rules apply except to the extent that a proper
document negates or modifies them. Under MN 32213, a member control
agreement has the power to negate or modify those default rules. Regardless of
whether this Agreement specifically refers to particular default rules:
(a) if any provision of this Agreement conflicts with a default rule, the provision of
this Agreement controls and the default rule is modified or negated accordingly,
and
(b) if it is necessary to construe a default rule as modified or negated in order to
effectuate any provision of this Agreement, the default rule is modified or negated
accordingly.
4.2 Relationship Between this Agreement and the Articles of Organization.
If this Agreement conflicts, either expressly or impliedly, with a provision of the
articles of organization referred to in MN 3328, the provision of the articles
controls.
ARTICLE V - CAPITAL STRUCTURE: CONTRIBUTIONS
5.1 Membership Interest and Membership Units. (a) Each Member's
Membership interest in the Company is reflected as a number of Membership
Units, as specified in the Required Records. On matters requiring a member
vote, each Unit has one vote. Except as stated in Section 5.6, each Unit has
equal rights with every other Unit with respect to sharing of profits and losses and
with respect to distributions.
(b) Each member's Membership Interest consists of Financial Rights and
Governance Rights, and both the L.L.C. Act and this Agreement apply different
restrictions regarding the transferability of those different types of rights. The use
of Membership Units is a convenience to reflect Membership Interests and does
not change those restrictions in any way.
(c) The following provides for the initial allocation of Membership Interest and
Membership Units:
Member Henry Hansen: 33.3333% or 33.3333 Membership Units
Member Fred Stelter: 33.3333% or 33.3333 Membership Units
Member Gary Brummer: 33.3333% or 33.3333 Membership Units
5.2 Contributions Received From Members in Return for Membership Units.
Future contributions received from any Member will not change the initial
allocation of Membership interest or Membership Units unless specifically agreed
upon by all Members.
5.3 No Right of Company to Require Additional Contributions. The
Company has no right to require any Member to make additional contributions.
5.4 No Right Of Members to Make Additional Contributions or Obtain
Additional Units. No Member has the right to make additional contributions or
obtain additional Membership units without express written consent from all
Members.
5.5 Right of Company to Accept Additional Contributions Limited. (a) The
Company may not accept additional contributions, make Contribution
Agreements or Contribution Allowance agreements, or create or allocate
additional Membership Units except as approved by all of the members. (b) To
be effective, the approval required by this section must specify the number of
Units authorized. The approval must specify the amount, nature and value of the
consideration to be received, the identity of the contributor or would-be
contributor, a deadline by which the authorized contribution must be received, or
any other condition on the approval.
(c) Approval under this section is not effective to authorize the creation of a
separate class or series of Membership Interests.
5.6 Loans from and Other Transactions With Members. (a) With the approval
of the Board, the Company may borrow money from and enter into other
transactions with a Member. Members will be paid 6% per annum for any
monies borrowed to the Company and interest owed shall be paid before any
distributions of earnings.
(b) With the approval of the Board, the Company may borrow money from and
enter into other transactions with a Member. All such transactions are subject to
MN 3228.
(c) On account of loans made by or transactions performed by a Member under
sections 5.6 (a) and (b), the Board may increase, temporarily or permanently, a
Member's right to share in profits and distributions or other property of the
Company or Association as voted thereon by the board.
(d) Borrowing from or engaging in other transactions with one or more Members
(whether or not the Member or Members is a governor) does not obligate the
Company to provide comparable opportunities to other Members.
5.7 No Rights of Redemption or Return of Contribution. No Member has a
right to have its membership interest redeemed prior to the termination of the
Company, even if the Member dissociated prior to termination of the Company.
Even at termination, the right of redemption is subject to Article XI.
ARTICLE VI - CAPITAL STRUCTURE: PROFITS, LOSSES AND
DISTRIBUTIONS
6.1 Allocation of Profits and Losses. Except as stated in Section 5.6(c) and in
Section 6.1.1, Members share in profits and losses according to the number of
Membership Units owned, as reflected in the Required Records,
6.1.1 Allocation of Profits and Losses. After all interest due to any Member is
paid in full and before any distribution of profit from the Company on the
Albertville Property, Member Brummer shall receive a 1 % funding fee on the
$5,000,000 line of credit he shall provide to the Company and then Member
Hansen shall be paid a $250,000 management fee.
6.2 Interim Distributions. (a) Unless otherwise determined prudent by the
Board, all cash in excess of $20,000 is contemplated to be distributed quarterly.
(b) Should distributions be withheld and a Member requests distribution, the
Board must with in three weeks of the written request:
(i) cause the Company to make a distribution to the applying Member in the
requested amount.
(ii) cause the Company to make a distribution to the applying Member in an
amount less than the requested amount, or
(iii) determine that no distribution will be made. In determining whether to act
under clause (ii) or (iii), the Board must consider the financial state of the
Company, the completeness, accuracy and validity of the explanation,
documentation and other information provided by the requesting Member, the
balance in the requesting Member's capital account and any obligations the
Member may owe the Company (whether or not past due). If the Board acts
under clause (ii) or (iii), within the same three week period the Board has for
taking action, the Board will provide the Member with a brief written explanation
of its action.
6.3 Allocation of Interim Distributions. Except as stated in Section 5.6(c),
interim distributions if made will be allocated according to the number of
Membership Units owned, as reflected in the Required Records.
6.4 Rights to Terminating Distributions Limited. (a) At the Termination of the
Company, a Member's right to distributions will be as stated in Article Xi.
(b) Section 10.2 states a member's right to distribution upon dissociation.
6.5 Distributions in Kind. (a) No Member has a right to any distribution in any
form other than money. (b) The Company may not make a distribution in kind
unless:
(i) the Member receiving the in-kind distribution consents,
(ii) all Members receive undivided interests in the same property, or
(iii) all Members receive, in proportion to their rights to distribution, interests in
substantially equivalent property, or
(iv) by majority vote.
ARTICLE VII - TAX MATTERS
7.1 Tax Characterization and Returns. (a) The Members acknowledge that the
Company will be treated as a "partnership" for federal and Minnesota state tax
purposes. All provisions of this Agreement and the Company's articles of
organization are to be construed so as to preserve that tax status. (b) Within 90
days after the end of each Fiscal Year, the chief manager will cause to be
delivered to each person who was a Member at any time during such Fiscal Year
a Form K-1 and such other information, if any, with respect to the Company as
may be necessary for the preparation of each Member's federal or state income
tax (or information) returns, including a statement showing each Member's share
of income, gain or loss, and credits for the Fiscal Year.
7.2 Accounting Decisions. In its sole discretion, but subject to MN 3328 and
Section 8.3, the Board:
(a) will make all decisions as to accounting matters in accordance with Generally
Accepted Accounting Principals, and
(b) may cause the Company to make whatever elections the Company may
make under the Code.
7.3 "Tax Matters Partner". The Board will designate a Member to act on behalf
of the Company as the "tax matters partner" within the meaning of Section
6231(a)(7) of the Code.
ARTICLE VIII — GOVERNANCE
8.1 Selection of Governors. Each Member is herein elected as a permanent
Governor of the Company unless they are removed for cause by a vote of the
other Members or resignation. Cause would include, but not limited to, evidence
of fraud or other malfeasance.
8.2 Limitations on the Powers of the Board. (a) So long as each is willing and
able to serve, the Board will retain:
(i) A chief manager and President of the Company who is initially agreed by the
Members to be Member Henry Hansen, and
(ii) A financial manager, or Secretary and Treasurer of the Company, who is
initially agreed by the Members to be Member Fred Stelter.
(iii) Such other governors as required herein with their roles to be determined by
the board. The duties of the chief manager and financial manager are those
customary and ordinarily expected of the duties related to those positions.
(b) If for any reason either of the individuals identified into the positions in
paragraph (a) cease to serve, the board will promptly nominate a successor.
(c) The Board has the authority and power to take any of the following actions
without further approval or vote of the Members:
(i) to hire services, pay bills and expend funds not in excess of $10,000.00;
8.3 Governors Not Liable to Company or Members for Monetary Damages.
(a) All governors are released from liability for monetary damages to the full
extent permitted by MN 322B. This release does protect a governor who is a
Member from being required under MN 322B to purchase the Membership
Interest of a Member who successfully contends that the governor -member has
committed actionable oppressive acts.
(b) To the extent this Agreement:
(i) takes away from any governor any of the authority and responsibility which
that governor would otherwise have, and
(ii) under MN 322B, that liability is imposed on another person or persons not a
governor, then with respect to the imposed liability the protections of Paragraph
(a) apply to that other person or persons.
8.4 Delineation of Members' Reasonable Expectations. (a) This Agreement,
together with the articles of organization, expresses the complete agreement
among the Members as to their expectations of the Company and of each other
and constitutes the best and only accurate reflection of those expectations.
(b) The Members fear the uncertainty and the potential for discord that would
exist if:
(i) the unstated expectation of one or more Members can be used to gain
advantage through litigation, or
(ii) expectations stated or expressed outside the confines of this Agreement can
become actionable even though not all Members agree with those expectations
or have assented to them and even though some Members have expressed or
may harbor conflicting expectations.
(c) The Members therefore agree that:
(i) it is unreasonable for any Member to have or rely on an expectation that is not
reflected in this Agreement,
(ii) any Member who has or develops an expectation contrary to or in addition to
the contents of this Agreement has a duty to:
(A) immediately inform the Board and all other Members, and
(B) promptly seek to have this Agreement amended to reflect the expectation
(iii) the failure of a Member who has or develops an expectation contrary to or in
addition to the contents of this Agreement to obtain an amendment of this
Agreement as provided in clause (ii) estops that Member from asserting that
expectation as a basis for relief under MN 322B.
(iv) no Member has a duty to agree to an amendment proposed under clause
(ii) if the Member is good faith:
(A) holds an inconsistent expectation, or
(B) believes that the amendment is not in the best interests of the Company or is
contrary to the legitimate self -interests of the Member.
ARTICLE IX - TRANSFER RESTRICTIONS
9.1 Financial Rights. A Member may NOT assign its financial rights or
responsibilities in whole or in part without the approval of the board. As to the
Company, an assignment of financial rights is effective only as stated in MN
3228. If the assignor owes any amount to the Company for any reason, the
Company may set off that amount against any payment due an assignee of
financial rights.
ARTICLE X - DISSOCIATION OF A MEMBER
10.1 Agreement to Give Dissolution Avoidance Consent. (a) Subject to
Paragraph (b), within 90 days after the Dissociation of a Member, the board of
governors will consent to the continuation of the existence and business of the
Company. At the request of the Board or the chief manager, a Member will
promptly tender consent in writing.
(b) The consent required by this Section may be given through the holder of a
revocable proxy authorized under MN 322B. By this Agreement, each Member
appoints the Chief Manager/President as the holder of the Member's proxy for
this purpose.
10.2 Status of Dissociated Member. If a Member dissociates and the Company
avoids dissolution:
(iii) the Company may set off any amounts or obligations owed by the
dissociated Member to the Company against any amounts due the dissociated
Member as an assignee of Financial Rights, and
(iv) neither the Company nor the remaining Members are obligated to purchase
the interest of the dissociated Member.
ARTICLE XI - BUSINESS CONTINUATION IN THE EVENT OF DISSOLUTION
11.1 Triggering Events. (a) Subject only to Paragraph (b), if the Company
dissolves for any reason at any time, the affairs of the Company will be wound up
and its legal existence terminated by merging the Company into a successor
limited liability company, as stated in Section 10.2.
(b) Section 10.2 will not apply and the Company will be liquidated under Mn
322B, if:
(i) Members holding more than 50% of all Membership Units vote not to proceed
under Section 10.2.
11.2 Business Continuity. (a) Subject only to Section 10.1(b), as soon as
dissolution occurs the Board shall resolve to implement the business continuation
agreement stated in this section.
(b) Promptly after adopting that resolution, the Board shall:
(i) organize a new limited liability company ("the Successor L.L.C."),
(ii) develop a plan of merger that complies with Paragraph (d) for the Company
and the Successor L.L.C.,
(iii) approve the plan of merger on behalf of the Company and submit the plan to
the Company's Members for approval,
(iv) cause the board of governors of the Successor L.L.C. to approve the plan
of merger and submit the plan the members of the Successor L.L.C. for approval,
and
(v) Cause the members of the Successor L.L.G. to approve the plan of merger.
(c) When the plan of merger is presented to the Members (of old L.L.C.) for
approval, the Members will vote to approve the plan.
(d) The plan of merger must provide that:
(i) The Successor L.L.C. will be the surviving organization in the merger,
(ii) all the assets and liabilities of the Company will be transferred to the
Successor L.L.C. and the Successor L.L.C. will continue the business of the
Company.
(iii) the Membership Interests of the Members, including all Financial Rights
(whether or not assigned) and all Governance Rights, will be converted into
membership interests in the Successor L.L.C. having substantially identical
terms, and
(iv) the rights of any dissociated Members as described in Section 10.02 will
apply against the Successor L.L.C.
11.3 Dissenters' Rights. (a) a Member at the time of dissolution can dissent
from the implementation of the business continuation agreement stated in this
Section.
(b) If a Member who dissents complies with the requirements of MN 322B, either
the Company or the Successor L.L.C. will likewise comply with MN 32213.
However:
(i) the payment to the dissenting Member will be subject to the limitations and
offsets specified in MN 3228, and
(ii) the Company or the Successor L.L.C. (as the case may be) may elect, in its
sole discretion, to make the payments required by MN 3228 in installments. The
installments must be paid at least monthly, may not extend for longer than two
years from the first date of payment, and will pay interest at a rate equal to the
rate at which the company can currently borrow money.
ARTICLES XII - REMEDIES FOR BREACH
12.1 Specific Enforcement. Except for the provisions of Section 10. 1, all
breaches of this Agreement are subject to specific enforcement.
12.2 Concurrent or Consecutive Causation of Damages. (a) If two or more
Members breach this Agreement and those breaches combine in anyway,
concurrently or consecutively, to produce harm to the L.L.C., then those
Members are jointly and severally liable to the L.L.C. for the entirety of the harm.
This Section precludes a Member who has breached this Agreement from
asserting that another Member's subsequent breach constitutes a superseding,
intervening or independent cause or in any way releases the first breaching
Member from liability. Likewise, this Section precludes a Member who has
breached this Agreement from asserting that another Member's prior breach
constitutes a superseding, intervening or independent cause or in any way
releases the second breaching Member from liability.
(b) This section does not preclude breaching Members from seeking contribution
or indemnity from each other, or otherwise seeking to allocate among themselves
the responsibility and liability for the harm caused to the Company.
12.3 Arbitration. Any dispute or controversy arising out of or in connection with
this Member Control Agreement or the management of the Company thereof,
shall be determined and settled by arbitration in Plymouth, Minnesota in
accordance with the rules of the American Arbitration Association for Commercial
Business Disputes. Any award rendered therein shall be final and binding on the
parties and judgment may be entered thereon in any court of competent
jurisdiction. Each member shall be required to pay his or her own costs and
expenses incurred in said arbitration including those costs and expenses for
attorney's fees, accountants and the fees and expenses for his or her arbitrator.
IN WITNESS WHEREOF, the undersigned have executed this Member Control
Agreement on the day and year first above written.
I hereby acknowledge and consent to the terms of the Member Control
Agreement.
Dated this 6' day of April, 2017.
BY:
Hem), Hakwj {Ant 17, 2017
Henry Hanson
Fred &Pe, Apr 17, 2017)
Fred Stcltcr
Gary Brummer
Work Item 946511800027
Original File Number 946511800027
STATE OF MINNESOTA
OFFICE OF THE SECRETARY OF STATE
FILED
04/18/2017 11:59 PM
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Steve Simon
Secretary of State