H1HY 11

Certificate of Organization
1, Mark Ritchie, Secretary of State of Minnesota,
do certify that: Articles of Organization, duly signed,
have been filed on this date in the Office of the Secretary
of State, for the organization of the following limited
liability company, under and in accordance with the
provisions of the chapter of Minnesota Statutes listed
below.
This limited liability company is now legally
organized under the laws of Minnesota.
Name: Assertive MPLS Properties, LLC
Charter Number: 4326466-2
Chapter Formed Under: 3228
This certificate has been issued on 06/02/2011.
IEEIIIEDlm
DDD
ARTICLES OF ORGANIZATION
OF
ASSERTIVE MPLS PROPERTIES, LLC
The undersigned organizer, being a natural person 18 years of age or older, in order to
frm a limited liability company under Minnesota Statutes, Chapter 322B, hereby adopts the
following Articles of Organization:
ARTICLE/
/
The name of this Company is Assertive MPLS Properties, LLC.
ARTICLE
The registered office of this Company is located al 8400 Nonnandale Lake Blvd, Suite
920, Bloomington, MN 55437, with a business mailing address of P.O. Box 44244, Eden
Prairie, M 55344.
ARTICLE III
The name and address of the organizer of this Company is as follows:
GREGORY M. MILLER
ADDRESS
1700 US Bank Plaza South
220 South Sixth Street
Minneapolis, M 55402
ARTICLE IV
/
This Company shall have perpetual existence fom and after the date these Articles of
Organization are filed with the Minnesota Secretary of State unless dissolved according to law.
ARTICLE V
This Company shall have a general purpose and may engage in any lawful activity.
ARTICLE V
I
The Company shall dissolve upon the occurrence of the events set forth in Minnesota I
Statutes, Section 322B.80. However, the occurrence of any event under Section 3228.80,
subdivision 1, clause (5) (ii), that tenninates the continued membership of a member in the
',
Company shall not constitute an event of dissolution. l the event the membership of the last or
sole member tenninates and the legal representative of the last or sole member docs not cause the
Company to admit at least one member within one hundred eighty (180) days after the
tennination, the Company shall be dissolved.
ARTICLE VII
The members of the Company shall have the power to enter into a business continuation
agreement.
ARTICLE VIII
No member of this Company shall have any cumulative voting rights.
ARTICLE I
No member of ths Company shall have any preemptive rights as provided in Minnesota
Statutes, Section 3 22B.310.
ARTICLEX
The names of the frst goverors of this Company are a fllows: ROBERT VAN
HOUT, KEN WELCH Ill, and DANA VAN HOUT.
ARTCLE XI
Any action required or permitted to be taken at a meeting of the Board of Goverors of
this Company not needing approval by the members, may be taken by written action signed by
the number of goverors that would be required to take such action at a meeting of the Board of
Goverors at which all goverors are present.
ARTICLE XII
No goveror of this Company shall be personally liable to the Company or its members
for monetary damages for breach of fduciary duty by such goveror as a goveror; provided,
however, that this Article shall not eliminate or limit the liability of a goveror to the extent
provided by applicable law (i) for any breach of the goveror's duty of loyalty to the Company or
its members, (ii) fr acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 322B.56 or 80A.23 of the Minnesota Statutes,
(iv) for any transaction from which the goveror derved an improper personal beneft or (v) fr
any act or omission occurring prior to the effective date of this Article. No amendment to or
repeal of this Article shall apply to or have any effect on the liability or alleged liability of any
governor of the Company for or with respect to any acts or omissions of such goveror occurring
prior to such amendment or repeal.
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IN WITNESS WHEREOF, I have hereunto set H had this day of

2011.

596258
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11LMlNNbL1
UONOOF5TATc
FILED
JUN
-2
2011
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