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Certificate of Organization
I, 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 Lawn & Snow Services, LLC
Charter Number: 4404581-6
Chapter Formed Under: 322B
This certificate has been issued on 08/08/2011.
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ARTICLES OF ORGANIZATION
OF
ASSERTIVE LAWN & SNOW SERVICES, LLC
The undersigned organizer, being a natural person 18 years of age or older, in order to
fn a limited liability company under Minnesota Statutes, Chapter 3228, hereby adopts the
fllowing Articles of Organization:
ARTICLE I
The name of this Company is Assertive Lawn & Snow Services, LLC.
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ARTICLE I
The registered office of this Company is loeaced at 831 Heine! Drive, Roseville, Minnesota
55113.
ARTICLE III
The name and address of the organizer of this Company is as fllows:
GREGORY M. MILLER
ADDRESS
1700 US Bank Plaza South
220 South Sixth Street
Minneapolis, M 55402
ARTICLE IV
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This Company shall have perpetual existence from and afier the date these Articles of
Organization are filed with the Minnesota Secretary of Stace unless dissolved according to law.
ARTICLE V
This Company shall have a general purose and may engage in any lawful activity.
ARTCLE VJ
The Company shall dissolve upon the occurrence of the events set frth in Minnesota
Statutes, Section 3228.80. However, the occurrence of any event under Section 3228.80,
subdivision I, clause (5) (ii), that terminates the continued membership of a member in the
Company shall not constitute an event of dissolution. In the event the membership of the last or
sole member terinates and the legal representative of the last or sole member does not cause the
Company to admit at least one member within one hundred eighcy ( 180) days after the
termination, the Company shall be dissolved.
ARTICLE Vi
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 voling rights.
ARTICLE IX
No member of this Company shall have any preemptive rights as provided in Minnesota
Statutes, Section 3228.310.
ARTICLEX
The names of the frst goverors of this Company are as follows: Ken Welch III, Robert
Van Hout, Tim Alexon, and Dana Van Hout.
ARTICLE 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 al a meeting of the Board of
Goverors at which all goverors are present.
ARTICLE XII
No goveror of this Company shall be personally liable 10 the Company or its members
fr monetary damages for breach of fduciary duly by such goveror as a goveror; provided,
however, that this Article shall not eliminate or limit the liability of a goveror lo the extent
provided by applicable law (i) for any breach of the goveror's duty of loyalty to the Company or
its members, (ii) for acls or omissions not in good faith or which involve intentional misconducl
or a knowing violation of Jaw, (iii) under Section 3228.56 or 80A.23 of the Minnesota Statutes,
(iv) for any transaction from which the goveror derived an improper personal benefit or (v) for
any act or omission occuring prior to the effective date of this Aricle. No amendment to or
repeal of this Article shall apply to or have any efect on the liabili ty or allege liability of any
goveror of the Company for or with respect to any acts or omissions of such goveror occuring
prior to such amendment or repeal.
2
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2011.
68636.I
IN WITNESS WHEREOF, Ihm h"'""' .....of z"J /
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