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<br />17 <br />CR225-476-758705.v8 <br />SECTION XI <br />WITHDRAWAL OF A MEMBER <br /> <br />11.1 Process. A Member may withdraw from the Fencing Consortium by providing written <br />notice to the Board of its intent to withdraw. To avoid a withdrawal from interrupting the <br />on-going payments for the costs of the Fencing, the effective date of the withdrawal will <br />depend on its timing with respect to the Board’s work to set the budget for the upcoming <br />year. If the Board receives the withdrawal notice prior to May 1st in a year, the effective <br />date of the withdrawal will be December 31st of the same year. If the Board receives the <br />notice after May 1st, the withdrawal will be effective December 31st of the following year. <br /> <br />11.2 Effect of Withdrawal. The withdrawing Member shall be responsible for paying its full <br />Member Assessment for the full year in which the withdrawal is effective. Recognizing <br />the Fencing Consortium is an ongoing concern, the Members agree the withdrawing <br />Member shall not receive any reimbursement of the amounts it has paid and is not <br />entitled to any share in the assets of the Fencing Consortium. Upon the effective date of <br />the withdrawal, the former Member shall no longer be considered a Member under this <br />Agreement. <br /> <br />SECTION XII <br />DISSOLUTION OF FENCING CONSORTIUM <br /> <br />12.1 Dissolution Process. The Fencing Consortium may only be dissolved by a joint <br />resolution approved by four-fifths of the then current Members or by a unanimous vote of <br />the entire Board on a dissolution resolution. Dissolution shall not be effective for at least <br />six months from the adoption the resolution unless an earlier dissolution date is approved <br />as part of the resolution. Prior to the effective date of the dissolution, the Board shall use <br />the Fencing Consortium’s assets to pay its outstanding obligations. If the assets on hand <br />are not sufficient to pay all outstanding obligations, the Board shall impose a Member <br />Assessment to collect sufficient funds to pay the outstanding amounts. The Board shall <br />divide the amount needing to be collected by a Member Assessment using the same <br />formula for other Member Assessments. The Fencing Consortium shall not be finally <br />dissolved until its outstanding obligations are paid in full. <br /> <br />12.2 Distribution of Assets and Property. Upon dissolution, the Board shall distribute any <br />remaining assets to the Members in proportion to the Member Assessment of each <br />Member in effect as of the date of dissolution. The Board shall have the power to <br />determine the best method for distributing the assets and to decide any disputes that may <br />arise among the Members concerning such distribution. <br /> <br />SECTION XIII <br />MISCELLANEOUS PROVISIONS <br /> <br />13.1 Official Copy. This Agreement is being entered into through the adoption by each <br />Member and the Membership Resolution. The Board shall maintain the official copy of <br />this Agreement and maintain a list of the Original Members and the Additional Members. <br />92