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14 <br />January 27, 2011 draft <br />ARTICLE XIII -AMENDMENTS <br />These Bylaws may be amended or repealed, and new Bylaws may be made at any regular or special <br />meeting of the Board of Directors by an affirmative majority vote of Directors then holding office. <br />ARTICLE XIV -MISCELLANEOUS <br />14.1. Audit. The Association shall have an independent audit prepared detailing the fmancial <br />condition of the Association at least once every three years. The Association may have an independent <br />audit done more frequently as determined by the Directors. <br />14.2 Dissolution. The Association may be dissolved only by the vote of the majority of the <br />Directors of the Association at a meeting to which due notice of such purpose has been given to the <br />Directors. Upon the dissolution of the Association, the Board of Directors shall first pay or make <br />provision for the payment of all the liabilities of the Association and then shall dispose of all the assets <br />of the Association exclusively for the purposes of the Association in such manner or to such <br />organization or organizations operated exclusively for charitable and educational purposes as. the Board <br />of Directors shall determine, and any such assets not so disposed of shall be remitted to the Members in <br />proportion to their respective dues contribution percentages for the then current fiscal year, or, <br />alternatively, each Member may direct that its portion be contributed and given to a 501(c)(3) <br />organization for use in furthering the health, safety and welfare of the public in the Falls Lake <br />Watershed, its jurisdiction, or North Carolina. None of the assets shall be disposed of or diverted to any <br />other purpose, nor shalt any asset be disposed of in such manner so as to accrue to the benefit of any <br />Director of said Association. <br />14.3. Interpretation of By-laws. These By-laws shall be construed and interpreted under the <br />laws of the State of North Carolina. '.Notwithstanding the foregoing, however, these By-laws shall at all <br />times be construed and interpreted as consistent with .all federal laws and regulations governing the <br />activities of the Association and governing the tax exempt status of the Association, and in the event that <br />these By-laws may be inconsistent with such. laws and regulations, the same shall be deemed amended to <br />comply therewith. Whenever used in these By-laws, unless the context otherwise indicates, a pronoun in <br />the masculine gender shall include the feminine gender and the singular shall include the plural, and vice <br />versa. <br />14.4 All other by-laws repealed and replaced. Upon adoption of these Bylaws by the <br />association, all other bylaws of the Upper Neuse River Basin Association, Inc. are repealed and <br />replaced. <br />{A0076878. DOC}{A0076878. DOC}{11 <br />