Art. V Withdrawal, Suspension of Membership, Suspension of Operations
Section 1 Withdrawal by Members
Any member may withdraw from membership in the Agency at any time by transmitting a notice in writing to the Agency at its principal office. Withdrawal shall become effective upon the date such notice is received.
Section 2 Suspension of Membership
If a member fails to fulfil any of its obligations to the Agency, the Agency may suspend its membership by decision of a majority of the Governors, exercising eighty-five percent of the total voting power. In addition, a change of law from a member that would impede the objectives and principles of the Agency in the territory of a member would be considered as a suspension from membership. The member so suspended shall automatically cease to be a member one (1) year from the date of its suspension unless a decision is taken by the same majority to restore the member to good standing.
While under suspension, a member shall not be entitled to exercise any rights under this Agreement except the right of withdrawal, but shall remain subject to all obligations.
Section 3 Suspension or Cessation of Membership in the Alliance
Any member which is suspended from membership in, or ceases to be a member of the Alliance shall automatically be suspended from membership in, or cease to be a member of the Agency within three months, unless the Agency by eighty-five percent of the total voting power has agreed to allow it to remain a member.
Section 4 Rights and Duties of Governments Ceasing to be Members
When a government ceases to be a member of the Agency, it shall remain liable for all amounts due from it to the Agency. The Agency shall arrange for the repurchase of such government’s capital stock as a part of the settlement of accounts with it in accordance with the provisions of this Section, but the government shall have no other rights under this Agreement except as provided in this Section and in Article VIII (c).
The Agency and the government may agree on the repurchase of the capital stock of the member on such terms as may be appropriate under the circumstances, without regard to the provisions of paragraph (c) below. Such agreement may provide, among other things, for a final settlement of all obligations of the government to the Agency.
If such agreement shall not have been made within six months after the government ceases to be a member or such other time as the Agency and such government may agree, the repurchase price of the government's capital stock shall be the value thereof shown by the books of the Agency on the day when the government ceases to be a member. The repurchase of the capital stock shall be subject to the following conditions:
payments for equity tokens may be made from time to time, upon their surrender by the government, in such instalments, at such times in Bitcoin or in such form or forms as the Agency reasonably determines, taking into account the financial position of the Agency;
any amount due to the government for its capital stock shall be withheld so long as the government or any of its agencies remains liable to the Agency for payment of any amount and such amount may, at the option of the Agency, be set off as it becomes payable, against the amount due from the Agency;
if the Agency sustains a net loss on the investments made pursuant to Article III, and held by it on the date when the government ceases to be member, and the amount of such loss exceeds the amount of the reserves provided therefore on such date, such government shall repay on demand the amount by which the repurchase price of its shares of stock would have been reduced if such loss had been taken into account when the repurchase price was determined.
In no event shall any amount due to a government for its capital stock under this Section be paid until six months after the date upon which the government ceases to be a member. If within six months of the date upon which any government ceases to be a member the Agency suspends operations under Section 5 of this Article, all rights of such government shall be determined by the provisions of such Section 5 and such government shall be considered still a member of the Agency for purposes of such Section 5, except that it shall have no voting rights.
Section 5. Suspension of Operations and Settlement of Obligations
The Agency may permanently suspend its operations by vote of a majority of the Governors exercising eighty-five percent of the total voting power. After such suspension of operations the Agency shall forthwith cease all activities, except those incidents to the orderly realization, conservation and preservation of its assets and settlement of its obligations. Until final settlement of such obligations and distribution of such assets, the Agency shall remain in existence and all mutual rights and obligations of the Agency and its members under this Agreement shall continue unimpaired, except that no member shall be suspended or withdraw and that no distribution shall be made to members except as in this Section provided.
No distribution shall be made to members until all liabilities to creditors shall have been discharged or provided for and until the Board of Governors, by vote of a majority of the Governors exercising eighty-five percent of the total voting power, shall have decided to make such distribution.
Subject to the foregoing, the Agency shall distribute the assets of the Agency to members pro rata in proportion to capital stock held by them, subject, in the case of any member, to prior settlement of all outstanding claims by the Agency against such member. Such distribution shall be made to the dedicated wallet of each member, managed by the Alliance, at such times, in Bitcoin or in such form or forms as the Agency shall deem fair and equitable and the Alliance shall use such assets in accordance with the provisions of the Alliance Charter, under the oversight of the Executive Board. The shares distributed to the several members need not necessarily be uniform in respect of the type of assets distributed or of the currencies in which they are expressed.
The Alliance and any member receiving assets distributed by the Agency pursuant to this Section shall enjoy the same rights with respect to such assets as the Agency enjoyed prior to their distribution.
Section 6. Emergency Provisions
In the event of an emergency or the development of unforeseen circumstances threatening the activities of the Agency with respect to the specialised agency status of the Agency with the Alliance or in the event of the Alliance going into dissolution, the Agency shall within 30 days of such notice establish a specialized agency responsible to implement youth education, sports, health, business and technology programs and infrastructures in the territory of members. Such specialised agency shall be financed by the resources of the Agency and shall have its own Charter which shall be consistent with the Alliance Charter and socio-economic initiative; provided however that the spirit of this Agreement shall not be modified.
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