Activities Subject to Review
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3.4 Activities Subject to Review:
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| Any activities not
expressly allowed or prohibited as set forth in Sections 3.2 and
3.3 above shall be subject to review as follows:
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| 3.4.1 Advisor Group Review:
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| The Board of User Group Advisors (the "Advisors") shall consider activities proposed by the
Association, by itself, by member user groups, and by outsiders.
If two-thirds (2/3's) or more of the Advisors agree the activity
should be undertaken, the Association, consistent with its ongoing
activities and resources, shall attempt to undertake the activity.
If two-thirds (2/3's) or more of the Advisors agree the activity
should not be undertaken, the Association shall not undertake the
activity. If two-thirds (2/3's) of the Advisors cannot agree, the
activity shall not be undertaken unless subject to designated
representative review as set forth below.
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| 3.4.2 Designated Representative Review:
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| At least at
every annual meeting, and more often, if the Association seeks to
undertake an activity about which the Advisors cannot agree, the
Association shall ask each member user group, through its
designated representative, that user group's opinion concerning
activities other than those expressly permitted or prohibited by
Section 3.2 and 3.3 above. If at least a quorum responds, and at
least two-thirds (2/3's) of those responding agree, the Association
shall respond as if two-thirds (2/3's) of the Advisors had agreed
as set forth in Section 3.4.1 above. If less than a quorum
responds, or less than two-thirds (2/3's) of those responding
agree, the Association shall defer the activity for at least sixty
(60) days, at which point it may seek a new decision first from the
Advisors, and if such a decision is not forthcoming, it may seek
a new decision from the designated representatives. |