Articles of Incorporation

of Riverton Community Housing

(formerly Chateau Community Housing Association, Inc.)

Pursuant to Minnesota Statutes Chapter 317A, the following Restated Articles of Incorporation have been properly adopted by the Board of Directors and members of the corporation to supersede the original Articles of Incorporation and all amendments thereto.

ARTICLE I.
NAME / REGISTERED OFFICE

The name of this corporation shall be Riverton Community Housing, and the registered office address of the corporation shall be 425 13th Avenue SE, Minneapolis, Minnesota 55414.

ARTICLE II.
PURPOSE

This corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

ARTICLE III.
LIMITATIONS

At all times shall the following operate as conditions restricting the operations and activities of the corporation:

1.       No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as reasonable allowance for authorized expenditures incurred on behalf of the corporation;

2.       No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office;

3.       Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended; and

4.       The corporation shall not lend any of its assets to any officer, director, or member of this corporation, or guarantee to any person the payment of a loan by an officer, director, or member of this corporation.

ARTICLE IV.
MEMBERS/DIRECTORS

The corporation shall have a class of voting members and a class of nonvoting members, with such rights as prescribed in the Bylaws of this corporation. The Board of Directors may establish additional classes of voting members and/or nonvoting members, or may eliminate classes of membership, upon such conditions and term as it from time to time deems appropriate, consistent with the Bylaws of the corporation and applicable law.  The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the Bylaws of this corporation.  No member, officer or Director shall have any right, title or interest in or to any property of the corporation.

ARTICLE V.

DEBT OBLIGATIONS AND PERSONAL LIABILITY

No member, officer, or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the officers or Directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE VI.
DISSOLUTION

Upon the time of dissolution of the corporation, assets shall be distributed by the Board or Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

The undersigned officer certifies both that s/he executes these Restated Articles for the purposes herein stated, and that by such execution, affirms the understanding that should any of the information in these Restated Articles be intentionally or knowingly misstated, s/he is subject to the penalties for perjury set forth in Minnesota Statute Section 609.48 as if this document had been executed under oath.

 

Bylaws

(revised 10/19/2004)

ARTICLE I.

MEMBERSHIP.

SECTION 1. MEMBERSHIP.

Subdivision 1. CLASS OF MEMBERS. There shall be two classes of members: Voting Members and Nonvoting Members.

Subdivision 2. NUMBER, TERM AND QUALIFICATIONS. Voting Members of Riverton Community Housing (RCH) shall be the members of the Board of Directors.

Nonvoting membership in (RCH) shall be open to every Cooperative Corporation that leases facilities from RCH, and to any Cooperative Corporation with a current contract for RCH property management services.

Subdivision 3. DUES & ASSESSMENTS.

Membership dues, assessments, or both, may be imposed upon both voting and nonvoting members. The Board of Directors shall be authorized to fix the amount from time to time and determine the method of collection.

SECTION 2. MEETINGS.

Subdivision 1. ANNUAL. The annual meeting of the Members shall be held for the purpose of electing directors and for the transaction of any other business as may properly come before the meeting.

Subdivision 2. TIME & PLACE. The annual meeting shall be held each year at a time and place designated by the Board of Directors. However, said meeting shall be held within 120 days after the end of the fiscal year of Riverton, but not until completion of the audit.

Subdivision 3. SPECIAL. Special meetings of the Members may be called for any purpose, at any time, by the Board of Directors.

Subdivision 4. NOTICE. Notice of meetings of the Members shall be given by the Secretary at least seven (7) days and not more than thirty (30) days prior to the meeting. Notice of any special meeting shall include the purpose or purposes of the proposed meeting.

Subdivision 5. QUORUM. A quorum for meetings of the Members shall exist if Voting Members present in person at the meeting constitute at least fifty percent (50%) of all Voting Members entitled to vote. When a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment.

Subdivision 6. PROXIES. Voting Members are not permitted to appoint proxies.

Subdivision 7. VOTING. Each Voting Member shall have one vote at each meeting of the Members. There shall be no cumulative voting. Members may vote by voice vote, written ballot or by mail ballot. Mail ballots shall be counted in the same manner as a voice vote or written ballot for the purpose of determining the vote on any question stated in the notice of the meeting. If the notice of the meeting so states, the entire vote on any question stated in the notice of meeting may be made by mail ballots; provided that at least fifty percent (50%) of the Voting Members so vote. Mail ballots shall be submitted in accordance with policy established by the Board of Directors.

Subdivision 8. TELEPHONE CONFERENCE MEETINGS.

(1)      A conference among Voting Members, or among members of any committee designated by the Voting Members, by any means of communication through which the participants may simultaneously hear each other during the conference, shall constitute a meeting of the Members, or of the committee, if the same notice is given of the conference as would be required for a meeting and if the number of persons participating in the conference would be sufficient to constitute a quorum at the meeting. Participation in a meeting by conference constitutes personal presence at the meeting.

(2)     A Voting Member may participate in a non conference meeting of the Members or any committee designated by the Members, by any means of communication through which s/he, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by such means constitutes presence at the meeting.

SECTION 3. REMOVAL OF MEMBERS.

Subdivision 1. TERMINATION.

The membership of any Nonvoting Member shall be terminated if it no longer leases any facilities from RCH or no longer maintains a management contract with RCH.

Subdivision 2. OBLIGATIONS. Termination of Membership shall not relieve any Member from the obligation to pay dues, assessments, or other charges that remain unpaid on the effective date of their termination of membership.

Subdivision 3. RIGHTS NOT TRANSFERABLE.

(1)   The right of a Voting Member to vote shall cease upon termination of Membership.

(2)   A Member may not voluntarily or involuntarily transfer their Membership, or any right arising therefrom.

ARTICLE II.

BOARD OF DIRECTORS.

SECTION 1. NUMBER, TERM, AND QUALIFICATION. Directors shall be natural persons. The Board of Directors shall consist of not less than seven (7) but not more than ten (10) persons. Consistent with RCH’s nonprofit mission, at least four (4) directors shall be enrolled in degree-granting programs at post-secondary education institutions. The terms for the Directors shall be for two years and as nearly as possible an equal number of terms shall expire each year. The terms of the Directors shall begin at the first Board of Directors meeting after the Annual Meeting.

SECTION 2. DUTIES. The Board of Directors shall manage the business and the affairs of RCH and make all necessary rules and regulations not inconsistent with the law or with these bylaws, for the management of the business and the guidance of the officers, employees, and the agents of RCH, and shall have power to employ and dismiss an executive director.

SECTION 3. RESPONSIBILITIES OF DIRECTORS. As an integral part of the duties of a Board of Directors of a Minnesota nonprofit corporation, which are specified in Minnesota Statutes Chapter 317A, the directors of RCH shall:

(1)   Remain aware of the state of affairs of RCH, and seek out information missed as the result of absence from official meetings and activities of the board.

(2)   Notify one of the officers of RCH of any impending absence from an officially scheduled meeting or other function of the board.

(3)   Not interfere with or undermine any legally arrived at board policy or decision. Any board member unable to comply with this requirement is expected to resign from the board.

(4)   Remain responsive to Member Cooperatives’ comments and complaints, and convey the content of such input to the Board of Directors, its committees, or the management, whichever shall be deemed appropriate by the board member.

SECTION 4. NOMINATIONS & ELECTIONS.

Subdivision 1. NOMINATIONS.

The Nominations Committee shall submit nominations for Directors to the President not less than fifteen (15) days prior to the election of new directors. Such nominations shall be made known to the Members not less than ten (10) days prior to the election.

Subdivision 2. ELECTIONS. Election of the directors shall be by a majority of those Voting Members voting in person or by mail. Mail ballots shall be submitted in accordance with policy established by the Board of Directors.

SECTION 5. ANNUAL MEETING & SEATING OF DIRECTORS.

Subdivision 1. ANNUAL MEETING & SEATING. The annual meeting of the Board of Directors shall be held within thirty (30) days after the annual meeting of the Members. All directors-elect are expected to attend.

Subdivision 2. LEAVE OF ABSENCE. Any director may petition the Board of Directors for a leave of absence, which may be granted by a two-thirds vote of the directors present. During such leave, a director shall not be considered a director for determining quorum or for other purposes. Such leave may not exceed three (3) months in duration.

SECTION 6. MEETINGS, PLACE, AND NOTICE.

Subdivision 1. PLACE. Meetings of the Board of Directors may be held from time to time at any place within the State of Minnesota that the Board of Directors may designate. In the absence of designation by the Board of Directors, Board meeting shall be held at the principal offices of RCH, except as may be otherwise unanimously agreed orally, in writing or by attendance.

Subdivision 2. NOTICE AND SPECIAL MEETINGS. If a meeting schedule is adopted by the Board, or if the date and time of a Board meeting has been announced at a previous Board meeting, no notice of the Board Meeting is required to Board Members. The President, Vice President or any two (2) directors may call a special meeting of the Board of Directors by giving twenty-four (24) hours notice to all directors of the date and time of the meeting. The notice need not state the purpose of the meeting, and may be given by mail, telegram, telephone or in person. Directors of RCH shall be given two (2) days notice of regular Board meetings and twenty-four (24) hours notice of special Board meetings. However, failure to give such notice shall not affect the validity of the meeting.

Subdivision 3. WAIVER OF NOTICE. Any director may waive notice of a meeting before or after the meeting, in writing, orally, or by attendance. Attendance at a board meeting by the director is a waiver of notice of that meeting unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Subdivision 4. BOARD ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a Board meeting may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board at which all directors were present, provided that all directors must be notified of the text of the written action prior to the signing by any of the directors. The written action is effective when signed by the required number of directors unless a different effective time is provided in the written action. When written action is permitted to be taken by less than all of the directors, all directors shall be notified immediately of its effective date.

Subdivision 5. TELEPHONE CONFERENCE MEETINGS.

(1)   A conference among directors, or among members of any committee designated by the Board of Directors, by any means of communication through which the participants may simultaneously communicate with each other during the conference, constitutes a meeting of the Board or the committee, as the case may be, if the same notice is given of the conference as would be required for a meeting and if the number of persons participating in the conference would be sufficient to constitute a quorum at the meeting. Participation in a meeting by conference constitutes personal presence at the meeting.

(2)   A director may participate in a non-conference meeting of the Board, or any committee designated by Board, by any means of communication through which he, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by such means constitutes personal presence at the meeting.

SECTION 7. QUORUM. A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting of the board. Directors may not appoint a proxy for themselves or vote by proxy. In the absence of a quorum, a majority of the directors present may postpone the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened and directors have withdrawn from the meeting so that less than a quorum remains, the directors still present may continue to transact business until adjournment. The acts of a majority of the directors present at a meeting at which quorum is present shall be the acts of the Board of Directors.

SECTION 8. REMOVAL.

Subdivision 1. TERMINATION. Any director of RCH who was a Member of a Member Cooperative at the time of their election to the Board of Directors shall be automatically removed from the Board of Directors by any involuntary termination of their Membership in the Member Cooperative. Voluntary termination of membership in a Member Cooperative shall not be cause for automatic removal from the Board of Directors of RCH.

Subdivision 2. BY THE BOARD. Any director of RCH may be removed from office by a two-thirds (2/3) vote of directors present to vote.

Subdivision 3. NOTICE. The removal of a director shall not be considered at a special meeting unless that fact has been stated in the notice of such meeting. No director shall be removed from office at any meeting unless he/she shall be informed of the meeting at which the matter is to be considered at least ten (10) days before such meeting.

Subdivision 4. BY ABSENCE. Two (2) absences without proper written notice from regularly scheduled Board meetings shall automatically remove a director from the Board.

SECTION 9. VACANCY. Whenever the number of directors shall be fewer than the maximum allowed, except as may be caused by official leave of absence, vacancies may be filled until the next annual election by the affirmative vote of a majority of the remaining Members of the Board of Directors, though less than a quorum. Persons so elected shall be a director until their successors are elected by the Voting Members who may make such election at the next annual or special meeting of the Members.

SECTION 10. PER DIEM & EXPENSES. The directors and officers of RCH may be paid a per diem for their services to RCH and may be reimbursed for expenses as authorized by resolution adopted by the Board. However, per diem compensation shall not exceed that paid by the State of Minnesota to State advisory councils and committees.

ARTICLE III.

EXECUTIVE COMMITTEE.

SECTION 1. DESIGNATION. The Executive Committee shall consist of those directors who are elected officers of RCH.

SECTION 2. DUTIES & AUTHORITY. To the extent determined by the board, the Executive Committee shall have and exercise the authority of all the functions and powers of the board in the management of the business of RCH. The Executive Committee shall act only in the interval between meetings of the board, and shall be subject at all times to the general control and direction of the Board. The Executive Committee shall make a complete report at each meeting of the Board of Directors with action to be approved by the Board. Notice of all emergency action taken by the Executive Committee shall be given to each director in writing by personal service by the following business day or by mail postmarked not later than the following business day.

SECTION 3. MEETINGS. The Executive Committee shall meet at the call of the President or upon request of two (2) members of the committee.

SECTION 4. QUORUM. A quorum for meetings of the Executive Committee shall be a majority of the membership of the committee.

ARTICLE IV.

OFFICERS.

SECTION 1. DESIGNATION. The officers of RCH shall be a President, Vice President, Secretary, Treasurer, and such other officers as the Board of Directors may deem necessary. All officers of RCH shall be natural persons who are members of the Board of Directors of RCH. The officers shall have the powers, rights, duties, and responsibilities set forth in these Bylaws except that additional duties may be determined by the Board of Directors.

SECTION 2. PRESIDENT. The president shall:

(1)   Preside over all meetings of the Members, the Board of Directors and the Executive Committee.

(2)   Appoint members and chairs of all committees.

(3)   Prepare and distribute an agenda prior to each meeting of the Members, the Board of Directors, and the Executive Committee to be approved by the group that is meeting. 

(4)   Submit to the annual meeting of the Members a report on the “State of RCH”.

(5)   Preside over meetings of the Presidents’ Council.

SECTION 3. VICE-PRESIDENT. The Vice-President shall:

(1)   In the absence or disability of the President, preside and perform the duties of the President.

(2)   Prepare and maintain a board handbook.

(3)   Chair the Nominations Committee.

SECTION 4. SECRETARY. The Secretary shall:

(1)   Keep a complete record of all of the proceedings of the meetings of the Members, the Board of Directors, and the Executive Committee.     

(2)   Keep a current file of the bylaws, policies, and rules and regulations, and minutes of all meetings of the Members, the Board of Directors, and all committees in an officially designated place.

(3)   Send out a notice of each meeting of the Members, the Board of Directors, and the Executive Committee.

(5)   In the absence of the President and Vice-President, call the meeting to order and preside until the election of a chair pro tempore.

SECTION 5. TREASURER. The Treasurer shall:

(1)   Have primary responsibility for development of fiscal policy, review of the proposed annual budget, and oversight of the finances of RCH.

(2)   Receive the annual audit of the financial records of RCH.

(3)   Review and evaluate loan requests from member cooperatives

SECTION 6. OTHER OFFICERS.

Subdivision 1. APPOINTMENT. The Board of Directors may elect or appoint such other officers as it may deem to be necessary.

Subdivision 2. RESTRICTIONS. The same person shall not at the same time hold the offices of (1) President and Vice-President or (2) President and Secretary, but may hold any other two offices at the same time.

SECTION 7. ELECTION. The Board of Directors shall elect persons to exercise the functions of the offices of RCH at the annual meeting of the Board of Directors, provided, that the Board may elect persons to a new office and to fill vacancies at regular or special meetings of the Board. All of the officers shall be directors.

SECTION 8. REMOVAL. An officer may be removed with or without cause by a majority vote of all Board members present and voting at a regularly scheduled or special meeting, but not by telephone meeting. All members of the Board must be notified of the issue ten (10) days in advance of this meeting.

SECTION 9. VACANCY. The Board of Directors may fill a vacancy occurring in an office until the next annual meeting of the Board of Directors.

SECTION 10. SIGNATURES ON TRANSACTIONS. Notes, deeds, and conveyances of RCH shall have two (2) authorized signatures. The President and Secretary are authorized to sign such notes, deeds, and conveyances. The Executive Director is also authorized to sign whenever s/he has been appointed an office of the board.

ARTICLE V.

COMMITTEES.

SECTION 1. STANDING COMMITTEES.

Subdivision 1. DESIGNATION. There shall be one (1) standing committee of RCH: Nominations. This committee shall consist of at least three (3) persons, all of whom shall be Members of the Board of Directors. The purpose of this committee shall be to recruit and evaluate potential members for the Board of Directors. The committee shall also periodically evaluate the skills needed by the Board of Directors, in order to help ensure that recruitment efforts will help meet RCH’s needs.

Subdivision 2. MEETINGS. Meetings of the Nominations Committee shall be held at least quarterly, unless otherwise authorized by the President. The committee shall meet at the call of the committee chair or of a majority of the committee or of the Board of Directors.

Subdivision 3. QUORUM. A quorum for meetings of the Nominations Committee shall be a majority of the membership of the committee. A current list of committee members shall be maintained by the committee chair and the President. 

SECTION 2. OTHER COMMITTEES.

The Board of Directors may, by resolution approved by the affirmative vote of a majority of the Board, establish committees having the authority of the Board in the management of business of RCH only to the extent provided in the resolution. Each such committee shall consist of one or more natural persons (who need not be directors) appointed by affirmative vote of a majority of the directors present, and shall be subject at all times to the direction and control of the Board of Directors. A majority of the members of a committee shall constitute a quorum for the transaction of business.

ARTICLE VI.

EXECUTIVE DIRECTOR

SECTION 1. DESIGNATION. The Executive Director is selected by the Board of Directors. The Executive Director shall oversee the day-to-day management of the business of RCH. In this capacity, the Executive Director is authorized to make such purchases and to employ such assistance as will expedite the business of RCH, within limits of the budget allocated.

SECTION 2. RESPONSIBILITIES. The Executive Director shall:
(1) Implement policy and action plans established by the Board of Directors, and assure the efficient and effective conduct of the business of RCH.

(2) The Executive Director is expected to represent RCH across a wide variety of venues.

(3) Serve as Controller for RCH, and thereby be responsible for RCH's funds, the financial records of RCH, the handling of routine financial and membership affairs, and the receipt and disbursement of all RCH funds within the constraints of the annual budget.

(4) Preserve the records of income and disbursements of the office in keeping with normal business practices.

(5) At the pleasure of the board, serve as a nonvoting member and appointed office of the board. When so appointed, the Executive Director's position as a director is in addition to, not in place of, the seven to ten elected directors; the Executive Director is not counted toward quorum at meetings.

ARTICLE VII.

EMPLOYEES.

SECTION 1. RESTRICTIONS. No person who is an employee of RCH may serve on the Board of Directors or its committees. No person who is a brother, sister, son, daughter, father, mother, husband or wife, in-law, step-relative or domestic partner of an employee or the Executive Director may serve on the Board of Directors or its committees.

SECTION 2. BONDING. The Board of Directors shall require the officers, Executive Director, employees, and agents charged by RCH with responsibility for the custody of any of its funds or property to provide a fidelity bond in such sum as the Board of Directors shall determine. Such bond shall be furnished by a responsible bonding company or other surety satisfactory to the Board of Directors, and the cost thereof shall be paid by RCH.

ARTICLE VIII.

FINANCIAL OPERATIONS.

SECTION 1. ACCOUNT SIGNATURE. The Board of Directors shall be required to have a policy relating to the signatures required on all checks or bank drafts for the organization.

SECTION 2. LOANS. No officer, employee, or agent of RCH shall have any power or authority to borrow money on its behalf, to pledge its credit, or to mortgage or pledge its real or personal property, except to the extent of the authority delegated by resolution of the Board of Directors.

SECTION 3. LOANS TO OFFICERS & DIRECTORS. RCH shall not make any loans to an officer or director of RCH. If any such loan be made, the officers and directors who make such loan, or assent thereto, shall be jointly and severally liable for its repayment or the return thereof. 

SECTION 4. CONFLICTS OF INTEREST. The Board of Directors shall have a conflict of interest policy that is consistent with State of Minnesota statutes.

SECTION 5. FISCAL YEAR. The fiscal year of RCH shall begin on July 1 and end on June 30.

SECTION 6. AUDITS. The Board of Directors shall examine all accounts at their meetings at least four times a year, and shall, in addition, have the books audited at least once a year by a competent auditing service. Such audit shall be made between the date of the close of the fiscal year and date of the annual meeting of the Members. A report of such audit shall be submitted to the Members at the annual meeting, and shall contain a balance sheet showing the financial condition of RCH at the close of the fiscal year and a statement of income and expense for the year, and other statements as the Board of Directors may deem to be necessary.

ARTICLE IX.

CORPORATE SEAL.

RCH shall have a corporate seal, or no corporate seal, as the Board of Directors shall from time to time determine.

ARTICLE X.

PARLIAMENTARY AUTHORITY.

The rules in the current edition of Robert’s Rules of Order shall be the parliamentary authority in all cases not covered in these Bylaws, or by policy of the Board of Directors, or by local, state, or federal law.

ARTICLE XI.

AMENDMENT OF THE BYLAWS.

Any amendment of the Bylaws may be proposed by a majority vote of the Board of Directors Notice of the Members meeting, stating the purpose of the meeting, including the resolution setting forth the proposed amendment, shall be given to each officer, director and Member at least ten (10) days but not more than thirty (30) days prior to the meeting. All amendments shall be adopted by a majority vote of the Voting Members constituting a quorum at the duly called membership meeting and shall go into effect immediately upon adoption, unless otherwise specified in the adopted resolution. Notice of changes to the Bylaws shall be provided to the Members of RCH not more than thirty (30) days following the adoption of the amendments.

ARTICLE XII.

AMENDMENT OF THE ARTICLES.

Any amendment to the Articles of Incorporation may be proposed by a majority vote of the Board of Directors. Notice of the membership meeting, stating the purpose of the meeting including the resolution setting forth the proposed amendment, shall be given to each officer, director and Member at least Ten (10) days but not more than thirty (30) days prior to the meeting. All amendments shall be adopted by a three-quarters (3/4) vote of the Voting Members eligible to vote. Notice of such changes shall be provided to Members of RCH not more than thirty (30) days following adoption of the resolution amending the Articles.

ARTICLE XIII.

INDEMNIFICATION.

RCH shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by Minnesota Statutes, Section 317A.521, as now enacted or hereafter amended.

--amended 1/96,8/96,1/97,5/97, 10/04