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\ '■ ' <br />S'.' <br />Members present in person or by proxy, provided that the voting and <br />quorum requirements specified for any action under any provision of <br />these By-Laws shall apply also to any cunendment of such provision <br />and provided further that those provisions of these By-Laws which <br />are governed by the Articles of Incorporation of this Association <br />may not be amended except as provided in the Articles of Incorpora­ <br />tion or applicable law; and further than any matter stated herein to <br />be or which is in fact governed by the Declaration may not be <br />amended except as provided in such Declaration. <br />Section 2. In the case of any conflict between the Articles of <br />Incorporation and these By-Laws, the Articles of Incorporation shall <br />control; and in the case of any conflict between tiie Declaration and <br />these By-Laws, the Declaration shall control. <br />ARTICLE XII <br />Dissolution <br />The Association may be dissolved only with the assent given in <br />writing and signed by the Members entitled to cast two-thirds (2/3) <br />of the votes of its membership. Written notice of a proposal to <br />dissolve, setting forth the reasons therefor and the disposition to <br />be made of the assets (which shall be consistent with Article XIII <br />hereof) shall be mailed to every Member at least ninety (90) days in <br />advance of any action taken. <br />ARTICLE XIII <br />Disposition of Assets Upon Dissolution <br />Upon dissolution of the Association, the assets, both real and <br />-14-