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NEO I so*"" <br />agencies as may be required by law, and will be submitted to the Board of Directors at the <br />Annual Meeting or a Special Meeting. <br />SECTION 16 <br />MISCELLANEOUS <br />16.1 Books and Records. The Corporation will keep correct and complete books and <br />records and minutes of the proceedings of the Board of Directors and any Committees which <br />have had activities in connection with the Corporation's business. <br />16.2 Loans to Emplovees, Officers and Directors Prohibited. No loans will be made <br />by the Corporation to its Officers, Directors or employees. <br />SECTION 17 <br />WITHDRAWAL <br />17.1 Notice. Any Member may withdraw its participation in the Corporation at any <br />time by duly adopting a resolution to do so and delivering a certified copy thereof, as approved <br />by the Member's governing body, to the Corporation, at least three hundred sixty-five (365) days <br />prior to the actual date of withdrawal, unless a shorter time is required by ordinance of the <br />Member. <br />17.2 Effective Date. Any withdrawal by a Member will be effective on the day after <br />the indicated date of withdrawal, except that presentation by a Member of a resolution to <br />withdraw will not relieve that Member of its obligations to (a) contribute its pro-rata share of any <br />fees, costs or assessments attributable to its period of participation in the Corporation or (b) <br />complete any ongoing or remaining contractual obligations to which the Member is a party. <br />SECTION 18 <br />DISSOLUTION <br />18.1 Dissolutioil of Corporation. The Corporation will be dissolved, and its affairs <br />wound up, only after and upon full compliance with the procedure for dissolution described in <br />this Section 18 has been undertaken by every Member. The withdrawal of a Member will not <br />cause a dissolution of the Corporation. Upon the occurrence of a Dissolution Event, the <br />Corporation must deliver a certificate of dissolution containing the required information to the <br />Secretary of State for filing. <br />18.2 Notice. The Secretary must notify every Member by certified or registered mail, <br />return receipt requested, at least sixty (60) days before the Special Meeting of the Genexal <br />Asseinbly at which a motion for dissolution is to be discussed in accordance with the purpose set <br />forth in the notice of the Special Meeting (the "Dissolution Meeting"). <br />18.3 Dissolution Meeting. At the Dissolution Meeting, a motion will be deemed made <br />and seconded so as to move directly to the discussion of dissolving the Corporation. Following <br />this discussion, each Member in attendance will vote. Upon two-thirds or more of all then <br />-20- <br />Northeast Ohio Sourcing Oflice <br />www. ncoso.org <br />5422 f::LSt )Gth St. Suire 150 p 1210.581.6200 <br />Clevcland, OEi 44125 ( f 121 C.581.G213 <br />. ...?.?a ?? ? .. ?.. ,..