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15 <br /> Adopted by the UNRBA Board Directors erectors Feb. 16, 2011 <br /> p Y , <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 shall 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 14.4 All other by-laws repealed and replaced.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 association, all other bylaws of the Upper Neuse River Basin Association, Inc. are repealed and 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 /> 11 <br />