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Page 3—OPERATING AGREEMENT 5. ADMINISTRATION OF COMPANY BUSINESS 5.1 Managers. As provided in the Articles of Organization of the Company, the Company will be managed by Managers. The number of Managers of the Company serving at any given time(the"Managers"or a"Manager") will be the number elected by the Member,but the number will never be less than one nor more than three. Managers may be entities as well as individuals and need not be members of the Company. 5.2 Initial Manager. There will initially be one Manager of the Company, Teresa A. Maurmann 5.3 Election and Term. Each Manager will serve until the election of the Manager's successor by the member or until the Manager's earlier death, incapacity,resignation,or removal. Additional or successor managers may be elected by the Member at any time or from time to time. The Member must elect a successor Manager if as a result of the death, incapacity, resignation,or removal of the Manager,there is no Manager then serving. 5.4 Resignation and Removal. A Manager may resign at any time by delivering a written resignation to the member. The resignation will be effective when received by the Member unless a later effective date is stated in the written resignation. The Member may remove any Manager at ant time,with or without cause. 5.5 Authority. Subject to the limitations imposed by this agreement or by action of the Managers or the Member,each Manager is an agent of the Company and has authority to bind the Company in the ordinary course of the Company's business. But no Manager has authority to engage in any or the following acts unless the act was approved in advance by action of the Member: 5.5.1 To sell,lease,exchange,mortgage,pledge,or otherwise transfer or dispose of all or substantially all of the property or assets of the Company; 5.5.2 To merge the Company with any other entity;