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. J " VIII. WITHDRAWAL Section 1. Any member may at any time give notice of withdrawal from the Consortium by submitting such intent in writing to the Board. The nonpayment of charges as set forth herein, and the refusal or declination of any member to be bound by any obligation to the organization shall also constitute notice of withdrawal. a) Actual withdrawal shall not take effect .for a period of forty-five (45) days from the date of such noti- fication. b) Upon effective withdrawal the member shall continue to be responsible (1) for all of its prorated share of any unpaid Class 2 obligations, (2) for its share of Class 1 charges to the effective date of withdrawal, (3) for its share of any Class 3 charges to the effective date of withdrawal and (4) for any contractual obligations it has separately incurred with the Consortium. section 2. A member withdrawing from membership at a time when such withdrawal does not result in dissolution of the organization shall forfeit its claim to any assets of the organization except that it shall have access to any software developed for its use while it was a member, in accordance with and subject to the pro- visions of Article IX, Section 5, Paragraph (b) . IX. DISSOLUTION Section 1. The organization shall be dissolved upon a favorable vote of two-thirds of all members. Section 2. In the event of dissolution the Board shall determine the measures necessary to effect the dissolution and shall provide for the taking of such measures as promptly as circumstances per- mit and subject to the provisions of this agreement. Section 3. Upon dissolution the remaining aSE;ets of the Consor- tium, after payment of all obligations, shall be distributed among the then existing members in proportion to their contributions, as determined by the Board, provided that computer software pre- pared for such members shall be available to them, subject to such ~ reasonable rules and regulations as the Board shall determine. Section 4. If, upon dissolution, there is an organizational deficit, such deficit shall be charged to and paid by the members and former members on a pro rata basis, based upon the Class 1, 2 and 3 charges incurred by such members and former members. Section 5. In the event of dissolution the following provisions shall govern the distribution of computer software owned by the organization: