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with such action, suit or proceeding; provided, however, that the indemnification with respect to <br />a person who is or was serving as a Board Member, officer, employee or agent of another <br />corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such <br />person is not indemnified by such other corporation, partnership, joint venture, trust or other <br />enterprise. The indemnification provided by this Article shall inure to the benefit of the heirs, <br />executors and administrators of such person and shall apply whether or not the claim against <br />such person arises out of matters occurring before the adoption of this provision of the Bylaws. <br />ARTICLE XX - FINANCIAL ACCOUNTING AND REPORTING <br />The Officers of the Corporation and particularly the Executive Director, or designated <br />agent shall adhere to all requirements set forth in Minnesota Statutes 477A relating to funds <br />received from city lodging taxes, as well as the respective cities' accounting and reporting <br />requirements. <br />ARTICLE XXI — BOOKS AND RECORDS <br />The corporation shall keep correct and complete books and records of account and shall <br />also keep minutes of the proceedings of its members, Executive Committee, Board of Directors <br />and committees having and exercising any of the authority of the Board of Directors and shall <br />keep at the principal office a record giving the names and addresses of the members entitled to <br />vote. All books and records of the corporation may be inspected by any member for any proper <br />purpose provided reasonable notice has been given prior to the inspection. <br />XXII - WITHDRAWAL <br />15 <br />