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! ! - ! unless, prior to December lst of that year, a member gives writ- XIII. Withdrawal. ten notice to the Secretary-Treasurer that it is withdrawing from Section 1. Any member may withdraw from the MPRS upon thirty the MPRS at the end of the year, in accordance with Section (30) days written notice to the Secretary-Treasurer. Such notice XIII-1 hereof. shall be accompanied by a certified copy of a resolution adopted Section 3. Billings from the MPRS to members shall be due by the governing body of that member authorizing its withdrawal and payable within thirty (30) days of being rendered. In the from membership. event of a dispute regarding an amount which is due and payable, Section 2. The withdrawal of a member shall not affect that a member nevertheless shall make the payment in order to preserve member's obligation to pay any fees or charges for which it may its membership status, but such payment may be made under protest be obligated under this agreement. and without prejudice to dispute the bill and to exercise any XIV. Dissolution. remedies available to it. Section 4. Any member whose bill has not been paid within Section 1. The MPRS may be dissolved by a two-thirds (2/3) vote of all MPRS members in good standing. Such a dissolution sixty (60) days .after a billing shall be in default, and that shall be required when the Secretary-Treasurer has received cer- member's voting privileges shall be suspended, as provided in tified copies of resolutions adopted by the governing bodies of Section IV-8 hereof. Any member whose bill has not been paid within one hundred twenty (120) days after a billing may have its the required number of members requesting dissolution of the MPRS. . membership in the MPRS terminated by the Board. Section 2. In the event of a dissolution, the Executive XII. Administrator. Committee shall determine the measures necessary to effect the Section 1. An administrator of the MPRS may be appointed by dissolution and shall provide for the-taking of such measures as the Board or by the Executive Committee, upon specific authoriza- promptly as circumstances permit, subject to the provisions of tion by the Board. Such an admministrator may be employed on a this agreement. full-time, part-time or consulting basis. Section 3. In the event of a dissolution, following the Section 2. An administrator, if appointed, shall have only payment of all outstanding obligations, all assets of the MPRS those powers and duties which specifically are delegated to shall be distributed among the then existing members in direct him/her by the Executive Committee. An administrator shall proportion to their cumulative annual membership contributions. report to the Executive Committee, which shall be responsible for directing and supervising his/her activities. j -14- -13-