Page 40 - Vienna Meeting Materals October 4, 2015 b
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adversely affects the Member's ability to participate effectively in the Corporation. A "substantial change
in circumstances" shall include, but shall not be limited to, a significant decrease in a Member's size or a
significant adverse change in a Member's composition, practice, financial condition or professional
standing.
Section 3. Compliance with Policies A Member shall have failed to comply with the policies of the
Corporation if the Board of Directors determines that such Member; has materially failed to comply with
policies established by the Corporation from time to time; or has materially failed to handle matters referred
to it by other Members in a timely and/or competent manner or fails or refuses to pay any fees or
assessments owed to the Corporation.
Section 4. Transfer of Membership. No Member may transfer or otherwise dispose of its certificate of
membership in the Corporation, other than by termination, without the approval of the Board of Directors,
and any attempt to do so shall be void and shall have no force or effect.
Section 5. Reduction in Size by 1/3. The membership of a Member in the Corporation shall be suspended
automatically, if the size of the network or association is reduced by one-third (1/3) during any period of
twelve (12) consecutive months regardless of any increase during the same period. The foregoing may be
subject to the consent of the Board of Directors, but the same is not required unless the Board of Directors
takes appropriate action in this regard.
Section 6. Board Options. In the case of a change in circumstances, as defined in Section 2, a majority of
the Board of Directors may impose conditions of membership on a Member with or without suspension.
The failure of the Member to comply with or achieve the conditions set out will result in the implementation
of Section 2 on the date established by the Board for such compliance.
Section 7. Suspension and Denial of Privileges. During suspension the affected Member shall be removed
from the website, shall not be able to attend meetings or participate in other corporate activities, unless
otherwise provided by the Board of Directors, pending a decision of the Board of Directors to reinstate or
for the Member to meet the Board of Director’s prescribed conditions for reinstatement.
Section 8. Reinstatement In the event of suspension or denial of privileges of a Member as set out in
Section 5 above, the affected Member may apply to be reinstated as a Member by the affirmative vote of
two-thirds (2/3) of the full Board of Directors, provided such vote is taken before the adjournment of the
second meeting of the Board of Directors at which such matter is considered. If a Member's membership in
the Corporation is not reinstated as provided in the preceding sentence, such Member's membership in the
Corporation shall be deemed automatically terminated. In the event of a termination of a Member as set out
in Section 1 or 2, above, the affected Member may apply for a reinstatement at the first meeting of the
Board of Directors, following the termination provided that any conditions established have been satisfied.
Reinstatement requires the affirmative vote of 2/3 of the full Board of Directors.
Section 9. Procedures. In connection with a Member's suspension, denial of privileges of membership or
termination provided for in this Article 14, such Member shall have the right to:
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in circumstances" shall include, but shall not be limited to, a significant decrease in a Member's size or a
significant adverse change in a Member's composition, practice, financial condition or professional
standing.
Section 3. Compliance with Policies A Member shall have failed to comply with the policies of the
Corporation if the Board of Directors determines that such Member; has materially failed to comply with
policies established by the Corporation from time to time; or has materially failed to handle matters referred
to it by other Members in a timely and/or competent manner or fails or refuses to pay any fees or
assessments owed to the Corporation.
Section 4. Transfer of Membership. No Member may transfer or otherwise dispose of its certificate of
membership in the Corporation, other than by termination, without the approval of the Board of Directors,
and any attempt to do so shall be void and shall have no force or effect.
Section 5. Reduction in Size by 1/3. The membership of a Member in the Corporation shall be suspended
automatically, if the size of the network or association is reduced by one-third (1/3) during any period of
twelve (12) consecutive months regardless of any increase during the same period. The foregoing may be
subject to the consent of the Board of Directors, but the same is not required unless the Board of Directors
takes appropriate action in this regard.
Section 6. Board Options. In the case of a change in circumstances, as defined in Section 2, a majority of
the Board of Directors may impose conditions of membership on a Member with or without suspension.
The failure of the Member to comply with or achieve the conditions set out will result in the implementation
of Section 2 on the date established by the Board for such compliance.
Section 7. Suspension and Denial of Privileges. During suspension the affected Member shall be removed
from the website, shall not be able to attend meetings or participate in other corporate activities, unless
otherwise provided by the Board of Directors, pending a decision of the Board of Directors to reinstate or
for the Member to meet the Board of Director’s prescribed conditions for reinstatement.
Section 8. Reinstatement In the event of suspension or denial of privileges of a Member as set out in
Section 5 above, the affected Member may apply to be reinstated as a Member by the affirmative vote of
two-thirds (2/3) of the full Board of Directors, provided such vote is taken before the adjournment of the
second meeting of the Board of Directors at which such matter is considered. If a Member's membership in
the Corporation is not reinstated as provided in the preceding sentence, such Member's membership in the
Corporation shall be deemed automatically terminated. In the event of a termination of a Member as set out
in Section 1 or 2, above, the affected Member may apply for a reinstatement at the first meeting of the
Board of Directors, following the termination provided that any conditions established have been satisfied.
Reinstatement requires the affirmative vote of 2/3 of the full Board of Directors.
Section 9. Procedures. In connection with a Member's suspension, denial of privileges of membership or
termination provided for in this Article 14, such Member shall have the right to:
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