Exhibit 10.5


 


OPERATING AGREEMENT


 


OF


 


PROGOLD LIMITED LIABILITY COMPANY


 

















 


OPERATING AGREEMENT


OF


PROGOLD LIMITED LIABILITY COMPANY


 


Table of Contents


 


	
  Article

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  MEMBERS

  	
   

  	
  1

  
	
  1.

  	
  Place of Meetings

  	
   

  	
  1

  
	
  2.

  	
  Regular Meetings

  	
   

  	
  1

  
	
  3.

  	
  Special Meetings

  	
   

  	
  1

  
	
  4.

  	
  Meetings Held Upon Member Demand

  	
   

  	
  1

  
	
  5.

  	
  Adjournments

  	
   

  	
  1

  
	
  6.

  	
  Notice of Meetings

  	
   

  	
  1

  
	
  7.

  	
  Waiver of Notice

  	
   

  	
  2

  
	
  8.

  	
  Voting Rights

  	
   

  	
  2

  
	
  9.

  	
  Proxies

  	
   

  	
  2

  
	
  10.

  	
  Quorum

  	
   

  	
  2

  
	
  11.

  	
  Acts of Members

  	
   

  	
  2

  
	
  12.

  	
  Action Without a Meeting

  	
   

  	
  3

  
	
  13.

  	
  Telephonic Meetings

  	
   

  	
  3

  
	
  ARTICLE II

  	
  GOVERNORS

  	
   

  	
  3

  
	
  1.

  	
  Number; Qualifications

  	
   

  	
  3

  
	
  2.

  	
  Term

  	
   

  	
  3

  
	
  3.

  	
  Vacancies

  	
   

  	
  3

  
	
  4.

  	
  Place of Meetings

  	
   

  	
  4

  
	
  5.

  	
  Regular Meetings

  	
   

  	
  4

  
	
  6.

  	
  Special Meetings

  	
   

  	
  4

  
	
  7.

  	
  Waiver of Notice

  	
   

  	
  4

  
	
  8.

  	
  Quorum

  	
   

  	
  4

  
	
  9.

  	
  Acts of Board

  	
   

  	
  4

  
	
  10.

  	
  Participation by Electric Communications

  	
   

  	
  5

  
	
  11.

  	
  Absent Governors

  	
   

  	
  5

  
	
  12.

  	
  Action Without a Meeting

  	
   

  	
  5

  
	
  13.

  	
  Committees

  	
   

  	
  5

  
	
  14.

  	
  Compensation

  	
   

  	
  5

  
	
  15.

  	
  Presumption of Assent

  	
   

  	
  5

  
	
  ARTICLE III

  	
  MANAGERS

  	
   

  	
  6

  
	
  1.

  	
  Number and Designation

  	
   

  	
  6

  
	
  2.

  	
  Chairperson of the Board

  	
   

  	
  6

  
	
  3.

  	
  Vice Chairperson of the Board

  	
   

  	
  6

  
	
  4.

  	
  Chief Manager

  	
   

  	
  6

  
	
  5.

  	
  Treasurer

  	
   

  	
  6

  
	
  6.

  	
  Chief Operating Officer

  	
   

  	
  7

  
	
  7.

  	
  President

  	
   

  	
  7

  
	
  8.

  	
  Vice Presidents

  	
   

  	
  7

  
					



 


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  9.

  	
  Secretary

  	
   

  	
  7

  
	
  10.

  	
  Authority and Duties

  	
   

  	
  7

  
	
  11.

  	
  Term

  	
   

  	
  7

  
	
  12.

  	
  Salaries and Benefits

  	
   

  	
  7

  
	
  ARTICLE IV

  	
  INDEMNIFICATION

  	
   

  	
  8

  
	
  1.

  	
  Indemnification

  	
   

  	
  8

  
	
  2.

  	
  Insurance

  	
   

  	
  8

  
	
  ARTICLE V

  	
  MEMBERSHIP INTERESTS

  	
   

  	
  8

  
	
  1.

  	
  Statement of Membership Interest

  	
   

  	
  8

  
	
  2.

  	
  Declaration of Distributions

  	
   

  	
  8

  
	
  3.

  	
  Transfer of Membership Interests

  	
   

  	
  8

  
	
  ARTICLE VI

  	
  OTHER PROVISIONS

  	
   

  	
  8

  
	
  1.

  	
  Required Records

  	
   

  	
  8

  
	
  2.

  	
  Execution of Instruments

  	
   

  	
  9

  
	
  3.

  	
  Fiscal Year

  	
   

  	
  9

  
	
  4.

  	
  Construction

  	
   

  	
  9

  
	
  5.

  	
  Amendments

  	
   

  	
  9

  
					



 


ii

















 


OPERATING AGREEMENT


OF


PROGOLD LIMITED LIABILITY COMPANY


 


ARTICLE I


MEMBERS


 


1.             Place of Meetings.  Each meeting of the members shall be held at
the principal executive office of the Company or at such other place as may be
designated by the Board of Governors or the Chief Manager; provided, however,
that any meeting called by or at the demand of a member or members shall be
held in the county where the principal executive office of the Company is
located.


 


2.             Regular Meetings. 
Regular meetings of the members shall be held periodically as determined
by the Board of Governors; provided, however, that if a regular meeting has not
been held during the immediately preceding fifteen (15) months, any member may
demand a regular meeting of members by written demand given to the Chief
Manager or Treasurer of the Company.  At
each regular meeting, the members may transact any business, provided, however,
that no business with respect to which special notice is required by law shall
be transacted unless such notice shall have been given.


 


3.             Special Meetings. 
A special meeting of the members may be called for any purpose or
purposes at any time by the Chief Manager; by the Treasurer; by the Board of
Governors or any two or more governors; or any member, who shall demand such
special meeting by written notice given to the Chief Manager or the Treasurer
of the Company specifying the purposes of such meeting.  The business transacted at a special meeting
of the members is limited to the purposes stated in the notice of the meeting.


 


4.             Meetings Held Upon Member Demand.  Within ten (10) days after receipt of a
demand by the Chief Manager or the Treasurer from any member or members
entitled to call a meeting of the members, it shall be the duty of the Board of
Governors of the Company to cause a special or regular meeting of members, as
the case may be, to be duly called and held on notice no later than thirty (30)
days after receipt of such demand.  If
the Board fails to cause such a meeting to be called and held as required by
this Section, the member or members making the demand may call the meeting by
giving notice as provided in Article I Section 6 hereof at the
expense of the Company.


 


5.             Adjournments. 
Any meeting of the members may be adjourned from time to time to another
date, time and place.  If any meeting of
the members is so adjourned, no notice as to such adjourned meeting need be
given if the date, time and place at which the meeting will be reconvened are
announced at the time of adjournment.


 


6.             Notice of Meetings.  Unless otherwise required by law, written
notice of each meeting of the members, stating the date, time and place and, in
the case of a special meeting, the purpose or purposes, shall be given at least
five (5) days and not more than sixty (60) days prior 


 


1

















 


to the meeting to every
owner of Membership Interests entitled to vote at such meeting except as
specified in Article I Section 5 or as otherwise permitted by law.


 


7.             Waiver of Notice. 
A member may waive notice of the date, time, place and purpose or
purposes of a meeting of members.  A
waiver of notice by a member entitled to notice is effective whether given
before, at or after the meeting, and whether given in writing, orally or by
attendance.  Attendance by a member at a
meeting is a waiver of notice of that meeting, unless the member objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened, or objects before a vote on an item of
business because the item may not lawfully be considered at that meeting and
does not participate in the consideration of the item at that meeting.


 


8.             Voting Rights. 
Except as otherwise provided in a Member Control Agreement, members
shall have voting power in proportion to the value of the members’
contributions to the Company.  Membership
Interests in the Company owned by a limited liability company, corporation,
partnership, cooperative association, trust or other entity shall be voted by
the chief manager, chief executive officer, or other legal representative of
such entity.  Except as otherwise
required by law, an owner of a Membership Interest entitled to vote may vote
any portion of the Membership Interest in any way the member chooses.  If a member votes without designating the
proportion of the Membership Interest voted in a particular way, the member is
deemed to have voted all of the Membership Interest in that way.


 


9.             Proxies. 
At all meetings of members, a member may vote by proxy executed in
writing by the member or by such member’s duly authorized
attorney-in-fact.  Such proxy shall be
filed with a manager of the Company at or before the time of the meeting.  The appointment of a proxy is valid for
eleven months, unless a longer period is expressly provided in the appointment.  No appointment is irrevocable and any
agreement purporting to grant an irrevocable proxy is void.  A member who revokes a proxy is not liable in
any way for damages, restitution, or other claim.  The death or incapacity of a person
appointing a proxy does not revoke the authority of the proxy, unless written
notice of the death or incapacity is received by a manager of the Company
before the proxy exercises the authority under that appointment.


 


10.           Quorum.  The
owners of a majority of the voting power of the Membership Interests entitled
to vote at a meeting of the members shall constitute a quorum for the
transaction of business.  If a quorum is
present when a duly called or held meeting is convened, the members present may
continue to transact business until adjournment, even though the withdrawal of
members originally present leaves less than the proportion otherwise required
for a quorum.


 


11.           Acts of Members. 
Except as otherwise required by law or specified in the Articles of
Organization or a Member Control Agreement, the members shall take action by
the affirmative vote of the owners of the greater of a majority of the voting
power of the Membership Interests present and entitled to vote on that item of
business or a majority of the voting power that would constitute a quorum for
the transaction of business at a duly held meeting of members.


 


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12.           Action Without a Meeting.  Any action required or permitted to be taken
at a meeting of the members of the Company may be taken without a meeting by
written action signed by all of the members entitled to vote on that
action.  The written action is effective
when signed by the required members unless a different effective time is
provided in the written action.


 


13.           Telephonic Meetings.  A conference among members by any means of
communication through which the members may simultaneously hear each other
during the conference constitutes a regular or special meeting of members, if
the same notice is given of the conference to every owner of Membership Interests
entitled to vote as would be required for a meeting, and if the Membership
Interests held by the members participating in the conference would be
sufficient to constitute a quorum at a meeting. 
Participation in a conference by that means constitutes presence at the
meeting in person or by proxy if all the other requirements are met.


 


ARTICLE II

GOVERNORS


 


1.             Number; Qualifications.  Except as provided by the members pursuant to
a Member Control Agreement or unanimous affirmative vote of the members, the
business and affairs of the Company shall be managed by or under the direction
of a Board of Governors.  Governors shall
be natural persons, but need not be members. 
The Board of Governors shall initially consist of nine (9) governors,
as provided for in the Articles of Organization.  At the first regular meeting of the members,
the members shall appoint a Board of Governors which consists of nine (9) governors.  Five (5) governors shall be appointed by
Golden Growers Cooperative, a North Dakota cooperative association, three (3) governors
shall be appointed by American Crystal Sugar Company, a Minnesota cooperative
association, and one (1) governor shall be appointed by Minn-Dak Farmers
Cooperative, a North Dakota cooperative association.  The authorized number of governors may be
increased or decreased only as provided in this Article II, Section 1,
or by the unanimous agreement of the members. 
In the event that any member’s Voting Interest in the Company (as such
term is defined in the Member Control Agreement dated October 1, 1994
among the members of the Company) changes from the initial Voting Interest in
the Company owned by such member, then the number of governors shall be
increased or decreased, as the case may be, so that each member shall appoint
one governor for each ten percent (10%) Voting Interest and fraction thereof
owned by such member; provided, that each member shall appoint at least one
governor.  Any member may at any time
remove any governor appointed by it and appoint a new governor by giving
written notice of such removal and appointment to the other members.  Any member may designate by written notice to
the other members one or more alternate governors who may act as a governor in
the absence of a governor appointed by such member.


 


2.             Term.  Each
governor shall serve for a term that expires at the next annual regular meeting
of the members; provided, that a governor shall hold office until a successor
is appointed and has qualified or until the earlier death, resignation, removal
or disqualification of the governor.


 


3.             Vacancies. 
Vacancies on the Board of Governors resulting from the death,
resignation, removal or disqualification of a governor shall be filled by the
member who 


 


3

















 


appointed such governor
appointing a new governor by giving written notice of such appointment to the
other members.  Vacancies on the Board
resulting from newly created governorships shall be filled by the members at
the meeting at which the new governorships are created.  Each person appointed to fill a vacancy shall
hold office until a qualified successor is appointed.


 


4.             Place of Meetings.  Each meeting of the Board of Governors shall
be held at the principal executive office of the Company or at such other place
as may be designated from time to time by a majority of the governors or by the
Chief Manager.


 


5.             Regular Meetings. 
Regular meetings of the Board of Governors shall be held periodically as
mutually agreed upon by the members and after each regular meeting of the
members.


 


6.             Special Meetings. 
A special meeting of the Board of Governors may be called for any
purpose or purposes at any time by any governor by giving not less than five (5) days
written notice to all governors of the date, time and place of the
meeting.  The notice of a special meeting
must identify any action to be considered at such meeting and final action may
not be taken on any action not so identified.


 


7.             Waiver of Notice. 
A governor of the Company may waive notice of the date, time and place
of a meeting of the Board.  A waiver of
notice by a governor entitled to notice is effective whether given before, at
or after the meeting, and whether given in writing, orally or by attendance.  Attendance by a governor at a meeting is a
waiver of notice of that meeting, unless the governor objects at the beginning
of the meeting to the transaction of business because the meeting is not
lawfully called or convened and thereafter does not participate in the meeting.  If the day or date, time and place of a Board
meeting have been provided herein or announced at a previous meeting of the
Board, no notice is required.  Notice of
an adjourned meeting need not be given other than by announcement at the
meeting at which adjournment is taken of the date, time, and place at which the
meeting will be reconvened.


 


8.             Quorum.  A
majority of the governors currently holding office, which majority must include
at least one governor appointed by each member, shall be necessary to
constitute a quorum for the transaction of business; provided, that, if at
least one governor is not present to represent any member for two (2) consecutive
Board meetings, such majority need not include a governor to represent such
member.  In the absence of a quorum, a
majority of the governors present may adjourn a meeting from time to time
without further notice until a quorum is present.  If a quorum is present when a duly called or
held meeting is convened, the governors present may continue to transact
business until adjournment, even though the withdrawal of a number of the
governors originally present leaves less than the proportion or number
otherwise required for a quorum.


 


9.             Acts of Board. 
Except as otherwise required by law or specified in the Articles of
Organization or a Member Control Agreement, the Board shall take action by the
affirmative vote of a majority of the governors present at a duly held meeting.


 


4

















 


10.           Participation by Electric Communications.  A governor may participate in a meeting of
the Board of Governors by any means of communication through which the
governor, other governors so participating and all governors physically present
at the meeting may simultaneously hear each other during the meeting.  A governor so participating shall be deemed
present in person at the meeting.


 


11.           Absent Governors. 
A governor of the Company may give advance written consent or opposition
to a proposal to be acted on at a Board meeting.  If the governor is not present at the
meeting, consent or opposition to a proposal does not constitute presence for
purposes of determining the existence of a quorum, but consent or opposition
shall be counted as a vote in favor of or against the proposal and shall be
entered in the minutes or other 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 governor has consented or
objected.


 


12.           Action Without a Meeting.  An action required or permitted to be taken
at a Board meeting may be taken without a meeting by written action signed by
all of the governors.  As provided in the
Member Control Agreement, any action required or permitted to be taken at a
meeting of the Board of Governors not needing approval by the members, may be
taken by written action signed by the number of governors that would be
required to take such action at a meeting of the Board of Governors at which
all governors are present; provided, however, that at least one governor
appointed by each member must sign such written action.  The written action is effective when signed
by the required number of governors, 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 governors, all
governors must be notified immediately of the text and effective date of any
written action so taken.


 


13.           Committees. 
A resolution approved by the affirmative vote of a majority of the Board
may establish committees having the authority of the Board in the management of
the business of the Company only to the extent provided in the resolution.  Committees shall be subject at all times to
the direction and control of the Board. 
A committee shall consist of one or more natural persons, who need not
be governors, appointed by affirmative vote of a majority of the governors
present at a duly held Board meeting.  Article II
Sections 4 and 6 through 12 shall apply to committees and members of committees
to the same extent as those sections apply to the Board and governors.  Minutes, if any, of committee meetings shall
be made available upon request to members of the committee and to any governor.


 


14.           Compensation. 
Governors shall not receive any compensation from the Company in
connection with attending meetings of the Board or otherwise performing their
responsibilities as governors.  Such
compensation and any related reimbursement of and expenses may be paid by the
member appointing such governor to the Board. 
By resolution by the Board of Governors, the governors may be paid their
expenses, incurred in conducting business at the request of the Board of
Governors.


 


15.           Presumption of Assent.  For purposes of any liability as a governor,
a governor of the Company who is present at a meeting of the Board of Governors
at which action on any Company matter is taken shall be presumed to have
assented to the action taken unless such governor (i) objects at the
beginning of the meeting to the transaction of business because the 


 


5

















 


meeting is not lawfully
called or convened and does not thereafter participate in the meeting; (ii) votes
against the action at the meeting; or (iii) is prohibited from voting at
the meeting due to a conflict of interest.


 


ARTICLE III

MANAGERS


 


1.             Number and Designation.  The Company shall have one or more natural
persons exercising the functions of the position of Chief Manager and
Treasurer.  The Board of Governors may
also elect or appoint a Chairperson of the Board, Vice Chairperson of the
Board, Chief Operating Officer, President, one or more Vice Presidents, a
Secretary, Assistant Secretary, Assistant Treasurer, and such other managers or
agents as it deems necessary for the operation and management of the Company,
with such powers, rights, duties and responsibilities as may be determined by
the Board, each of whom shall have the powers, rights, duties and
responsibilities set forth in this Operating Agreement unless otherwise determined
by the Board.  Any of the positions or
functions of those positions may be held by the same person.


 


2.             Chairperson of the Board.  The Board of Governors may elect a
Chairperson of the Board who, if elected, shall (i) preside at all
meetings of the members and the Board of Governors, (ii) maintain records
of and certify proceedings of the members and the Board of Governors, and (iii) perform
such other duties as may from time to time be prescribed by the Board.


 


3.             Vice Chairperson of the Board.  The Board of Governors may elect a Vice
Chairperson of the Board who, during the absence or disability of the
Chairperson of the Board, shall perform the duties of the Chairperson of the
Board.


 


4.             Chief Manager. 
Unless provided otherwise by a resolution adopted by the Board of
Governors, the Chief Manager shall (i) have general active management of
the business of the Company; (ii) in the absence of the Chairperson and
Vice Chairperson of the Board, preside at all meetings of the members and the
Board of Governors; (iii) see that all orders and resolutions of the Board
of Governors are carried into effect; and (iv) perform such other duties
as may from time to time be prescribed by the Board.


 


5.             Treasurer. 
Unless provided otherwise by a resolution adopted by the Board of
Governors, the Treasurer shall (i) keep accurate financial records for the
Company; (ii) deposit all monies, drafts and checks in the name of and to
the credit of the Company in such banks and depositories as the Board shall
designate from time to time; (iii) endorse for deposit all notes, checks
and drafts received by the Company as ordered by the Board, making proper
vouchers therefor; (iv) disburse Company funds and issue checks and drafts
in the name of the Company, as ordered by the Board; (v) render to the
Chief Manager and the Board, whenever requested, an account of all of such
manager’s transactions as Treasurer and of the financial condition of the
Company; and (vi) perform such other duties as may be prescribed by the
Board or the Chief Manager from time to time. 
During the absence or disability of the Treasurer, the Assistant
Treasurer, if any, shall perform the duties of the Treasurer.


 


6

















 


6.             Chief Operating Officer.  The Board of Governors may appoint a Chief
Operating Officer, who shall perform such duties as may from time to time be
assigned by the Board.


 


7.             President. 
Unless otherwise determined by the Board of Governors, the President, if
any, shall be the Chief Manager of the Company. 
If a manager other than the President is designated Chief Manager, the
President shall perform such duties as may from time to time be assigned by the
Board.


 


8.             Vice Presidents. 
One or more Vice Presidents, if any, may be designated by the Board of
Governors as Executive Vice Presidents or Senior Vice Presidents.  During the absence or disability of the
President, it shall be the duty of the highest ranking Executive Vice
President, and, in the absence of any such Executive Vice President, it shall
be the duty of the highest ranking Senior Vice President or other Vice
President, who shall be present at the time and able to act, to perform the
duties of the President.  The
determination of who is the highest ranking of two or more persons holding the
same position shall, in the absence of specific designation of order of rank by
the Board, be made on the basis of which of such persons is the most highly
compensated.


 


9.             Secretary. 
Unless otherwise determined by the Board of Governors, the Secretary, if
any, shall attend all meetings of the members and all meetings of the Board,
shall record or cause to be recorded all proceedings thereof in a book to be
kept for that purpose, and may certify such proceedings.  Except as otherwise required or permitted by
law or by this Operating Agreement, the Secretary shall give or cause to be
given notice of all meetings of the members and all meetings of the Board.  During the absence or disability of the
Secretary, the Assistant Secretary, if any, shall perform the duties of the
Secretary.


 


10.           Authority and Duties.  In addition to the foregoing authority and
duties, all managers of the Company shall respectively have such authority and
perform such duties in the management of the business of the Company as may be
designated from time to time by the Board of Governors or in this Operating
Agreement.  Unless prohibited by a
resolution approved by the affirmative vote of a majority of the governors
present, a manager elected or appointed by the Board may, without the approval
of the Board, delegate some or all of the duties and powers of a position to
other persons.


 


11.           Term.  All
managers of the Company shall hold office until their respective successors are
chosen and have qualified or until their earlier death, resignation or
removal.  A manager 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 date is specified in the notice.  A manager may be removed at any time, with or
without cause, by a resolution approved by the affirmative vote of a majority
of the governors present at a duly held Board meeting, subject to the
provisions of any Member Control Agreement. 
A vacancy in a position because of death, resignation, removal,
disqualification or other cause may, or in the case of a vacancy in the
position of Chief Manager or Treasurer shall, be filled for the unexpired
portion of the term by the Board.


 


12.           Salaries and Benefits.  The salaries and benefits of all managers of
the Company shall be fixed by the Board of Governors or by the Chief Manager if
authorized by the Board.


 


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ARTICLE IV

INDEMNIFICATION


 


1.             Indemnification. 
The Company shall be authorized to the fullest extent permitted by
Minnesota Statutes, Section 322B.699, as amended from time to time, to
indemnify any person against expenses and liabilities arising by reason of the
fact that the person is or was a manager, governor, member, or employee of the
Company, or is or was serving at the request of the Company or whose duties in
that position involve or involved service as a governor, director, manager,
officer, member, partner, trustee, employee or agent of another organization or
employee benefit plan.


 


2.             Insurance. 
The Company may purchase and maintain insurance on behalf of any person
in such person’s official capacity against any liability asserted against and
incurred by such person in or arising from that capacity, whether or not the
Company would otherwise be required to indemnify the person against the
liability.


 


ARTICLE V

MEMBERSHIP INTERESTS


 


1.             Statement of Membership Interest.  At the request of any member, the Company
shall state in writing the particular Membership Interest owned by that member
as of the moment the Company makes the statement.  The statement must describe the member’s
rights to vote, to share in profits and losses, and to share in distributions,
restrictions on assignments of financial rights under Minnesota Statutes, Section 322B.31,
Subd. 3, or governance rights under Minnesota Statutes, Section 322B.313,
Subd. 6, then in effect, as well as any assignment of the member’s rights then
in effect other than a security interest. 
The statement may not serve as a vehicle by which a transfer of any
membership interest may be effected.


 


2.             Declaration of Distributions.  Except as provided in a Member Control
Agreement, the Board of Governors shall have the authority to declare
distributions upon the Membership Interests of the Company to the extent
permitted by law.


 


3.             Transfer of Membership Interests.  Membership Interests in the Company may be
transferred only to the extent permitted by law and subject to any Member
Control Agreement.


 


ARTICLE VI

OTHER PROVISIONS


 


1.             Required Records. 
In accordance with Minnesota Statutes, Section 322B.373,
Subdivision 1, the Company shall keep the following records and information at
its principal executive office, or another place or places within the United
States determined by the Board of Governors: 
(i) a current list of the full name and last-known business,
residence, or mailing address of each member, governor, chief manager, and
assignee of financial rights other than a secured party (and a description of
the rights assigned); (ii) copies of the Articles of Organization, this
Operating Agreement and any Member Control Agreement, and all amendments to the
foregoing; (iii) copies of the Company’s federal, state, and local income
tax returns and reports, if any, for the three most recent years; (iv) copies
of annual financial statements of the Company for not less than the last three
years; (v) records of all proceedings of 


 


8

















 


members and the Board of
Governors for the last three years; (vi) reports made to members generally
within the last three years; (vii) a statement of all contributions
accepted by the Board of Governors on behalf of the Company; (viii) a
statement of all contribution agreements and contribution allowance agreements
made between a person and the Company; (ix) an explanation of any
restatement of value of old contributions made by the Board of Governors when a
new contribution is accepted; (x) any written consents obtained from
members under the provisions of Minnesota Statutes, Chapter 322B; and (xi) a
copy of agreements, contracts, or other arrangements entered into by the
Company in connection with the establishment of a class or series of Membership
Interests and incorporated by reference in a resolution of the Board of
Governors establishing the class or series of Membership Interests.


 


2.             Execution of Instruments.  All deeds, mortgages, notes, bonds, and other
instruments pertaining to the business and affairs of the Company shall be
signed on behalf of the Company by the Chief Manager, or the Treasurer, or by
such other person or persons as may be designated from time to time by the
Board of Governors.  If a document must
be executed by persons holding different positions or functions and one person
holds such positions or exercises such functions, that person may execute the
document in more than one capacity if the document indicates each such
capacity.


 


3.             Fiscal Year. 
The fiscal year of the Company shall be determined by the Board of Governors.


 


4.             Construction. 
This Operating Agreement is subject to the terms of any Member Control
Agreement from time to time in effect and to the extent such agreements are
inconsistent the Member Control Agreement shall be controlling.


 


5.             Amendments. 
As provided in the Member Control Agreement, any provision of this
Operating Agreement may be adopted, amended or repealed by both the affirmative
vote of members owning a majority of the Voting Interests of the Company and
the affirmative vote of a majority of governors present at a duly held meeting
of the Board of Governors.


 


Assistant Secretary’s Certification


 


The
undersigned, Assistant Secretary of ProGold Limited Liability Company, a
Minnesota limited liability company, does hereby certify that the foregoing
Operating Agreement of ProGold Limited Liability Company is the Operating
Agreement adopted for the Company by its Board of Governors at a meeting held October
10, 1994.


 


	
   

  	
  /s/
  Joseph Talley

  
	
   

  	
  Joseph
  Talley

  



 


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