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i <br /> t <br /> access to any software developed for its use while it was a member, in., <br /> accordance with and -subject to .the provisions -of Article XIII, Section <br /> 5, Paragraph (b) . <br /> XIII. DISSOLUTION <br /> Section 1. The organization shall be dissolved whenever (a) a suf- <br /> ficient number of members withdraws from the organization to reduce the <br /> total number of members to less than six (6) , or (b) by two-thirds vote <br /> of all members of the board. j <br /> Section 2. In the event of dissolution the board shall determine <br /> the measures necessary to effect the dissolution and shall provide for the <br /> taking of such measures as promptly as circumstances permit and subject to <br /> the provisions of this agreement. <br /> I <br /> i <br /> Section 3. upon dissolution the remaining assets of LOGIS, after <br /> payment cf, all obligations, srlall be distributed among the then existing <br /> members in proportion to their contributions, as determined -by the board, <br /> provided that computer software prepared for such members shall be avail- <br /> able to then, subject to such reasonable rules and regulations as the <br /> board shall determine. <br /> Section 4. if, upon dissolution, there is an organizational deficit, <br /> such deficit shall be charged to and paid by the members and former members <br /> on a pro rata basis, based upon the Class 1, 2 and 3 charges incurred by <br /> such me-+.bers and former members during the two years preceding the event <br /> which gave rise to the dissolution. <br /> Section 5. In the evert of dissolution the follo,;7ing provisions <br /> shall 'covern the distribution of computer software owned by the organiza- <br /> tion: I <br /> (a) All such software shall be an asset of the organization. <br /> (b) A member or former member may use (but may not authorize <br /> reuse by others) anv software developed during its membership upon (1) <br /> paying any unpaid suns due LOGIS, (2) paying the costs of taking such <br /> software, and (3) complying with reasonable rules and rec_.ulations of <br /> the board relating to the taking and use of such software. Such rules and <br /> regulations may include a reasonable time within which such software rust <br /> be taken by any member or former member desiring to do so, <br /> XIV. DURATION <br /> This agreement shall continue in effect indefinitely, until termina- <br /> ted in accordance with its terms. <br /> _2: [dITNFSS. [4rEREOF, tiie urdersicrned governmental unit has caused this <br /> -1u- <br />