Rule 10. AMENDMENTS TO THESE RULES AND DISSOLUTION OR MERGER

Section A. Amendments to these Rules. These Rules may be amended (which expression shall include a replacement) as follows:

(1) Initiation of Amendments. Amendments may be initiated by the Board or by a written Petition signed by one hundred (100) IPA Members, at least twenty (20) from each Geographical Area, and filed with the Vice President.

(2) Distribution of Proposed Amendments. Each proposed amendment shall be sent to the IPA Membership by Survey Method.

(3) Referral to Business Meeting. Any amendment initiated by Petition, if so decided by a two-thirds vote of the Board’s Entire Voting Membership, may be submitted for consideration at the next Business Meeting before it is sent to IPA Members by IPA Membership ballot.

(4) IPA Membership Balloting. A ballot, permitting votes for, against, or abstaining, stating the proposed amendment(s) shall be submitted to each IPA Member, accompanied by the Vice President’s summary of IPA Members’ views for and against the amendment. The Board shall determine the timing of ballots on proposed amendments it initiates. However, ballots on Petition-initiated proposed amendments shall be submitted to all IPA Members as determined by the Board unless the Board refers the Petition to the Business Meeting, in which case the Business Meeting shall determine the timing of the balloting.

(5) Adoption. An amendment shall be adopted upon receiving affirmative votes by two-thirds of the IPA Members whose ballots are actually received by mail or other reliable means determined by the Board, pursuant to Rule 6, Section B(3) within the time limit determined by the Board. The IPA Membership shall be notified by Survey Method or by mail of the results of the ballot.

Section B. Dissolution or Merger of the IPA.

(1) IPA Membership approval. The IPA may be dissolved or merged with another entity, subject to compliance with English Charity Law and English Company Law and the Memorandum and Articles of Association, following:

a. Board resolution adopted after two months notice was given to all IPA Members, and

b. approval by a two-thirds majority of those IPA Members who vote by IPA Membership ballot.

(2) Asset distribution on dissolution. Upon dissolution, the Organisational Officers, after paying or making provision for all its debts and liabilities, shall deal with the IPA’s remaining assets, in a manner consistent with applicable law, exclusively for the purposes set forth in its Memorandum and Articles of Association.