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02/03/04 16:41 FAX 225 922 5058 TURNER INDUSTRIES, LTl), [~006 <br /> <br />ARTICLE SIX <br /> <br /> The management of the Company is hereby reserved to the <br />Managers and the names and addresses of such managers are as <br />follows: <br /> <br />Bert $. Turner <br />8687 United Plaza Blvd. <br />Baton Rouge, LA 70809 <br /> <br />Roland M. Toups <br />8687 United Plaza Blvd. <br />Raton Rouge, LA 70809 <br /> <br />R. L. Pearson <br />8687 United Plaza Blvd. <br />Baton Rouge, LA 70809 <br /> <br />ARTICLE SEVEN <br /> <br /> The name and address of the organizer is <br />United Plaza Blvd., Baton Roup¢, LA 70809. <br /> <br />ARTICLE EigHT <br /> <br />R. L. Pearson, 8687 <br /> <br /> To the full extent permitted by Texas law, no member of the <br />Company shall be liable to the Company or the other members for <br />monetary damages for an act or omission in euch member's <br />capacity as a member of the Company, ?~.cept that this Article <br />does not eliminate or limit the liabilzty of a member to the <br />extent the member is found liable for (i) a breach of the <br />member,s ~ut~ of loyalty to the Company or its members; (ii) an <br />act or omission not in good faith that constitutes a breach of <br />duty of the member tO the Company or an act or omission that <br />involves intentional misconduct or a knowing violation of the <br />law~ (iii) a transaction from which the member received an <br />improper benefit whether or not the benefit resulted from an <br />ac~iQn taken wi~hi~ ~e scope of ~h¢ m~mber's ~ic~; Or (iv) an <br />act or omission for which the liability of a member is expressly <br />provided by an applicable statu~e. Any repeal or amendment of <br />~his Article by the members of the Company shall be prospective <br />only and shall not adversely affect any limitation on the <br />liability of a member of the Company existing at the time of <br />such repeal or amendment. In addition to the circumstances in <br />which the member of the Company is not liable as set forth in <br />the preceding sentences, the liability of a member shall be <br />further limited by any provision of the statutes of Texas <br />hereafter enacted that further limit~ the liability of a me~be~ <br />or manager of a limited liability company or of a director of a <br />corporation. The foregoing limitation of a member's liability <br />tO the Company or the other members for monetary damages shall <br />not be deemed exclusive of any other rights or limitations of <br />liability or indemnity to which a member may be entitled under <br />any other provision of the Articlu~ o£ 0rganiza~ion or the <br />Regulations of the Company, contract or agreement, vote of <br />members and/or disinterested member~ of the Company, or <br />otherwise. <br /> <br /> <br />