12.1.3 Thereafter, amendments accepted by the Board shall be circulated to all members and shall be adopted at any meeting convened to consider such amendments. 12.1.4 In the event that an amendment is rejected by the RETOSA membership, it shall be referred to the AGM for consideration and finalisation. 12.2 Amendments of by-laws in terms of Article 12 herein shall be adopted by simple majority at any meeting of the Board, including the AGM, and shall have immediate effect. Bylaws shall be considered as follows:- 12.2.1 The Board shall be solely mandated to make, amend and approve such by-laws as it deems necessary or desirable for the continued existence of RETOSA and for the implementation of its objectives and principles stipulated in this Charter. 12.2.2 The by-laws of RETOSA shall remain in force for as long this Charter shall be inforce. However, in the event of dispute being resolved in terms of the provisions of this Charter, such a resolution shall be final and binding. 12.2.3 No amendment to the RETOSA Charter by-laws shall have retroactive effect. 12.2.4 The principles of such by-laws shall be embodied in the Charter, as well as in amendments thereto. 12.2.5 The by-laws of RETOSA shall remain in force for the duration of this Charter. In the event that there is a conflict between the By-Laws and the provisions of this Charter, the provisions of the Charter shall prevail over the terms of the By-Laws. ARTICLE13 ENTRY INTO FORCE AND TERMINATION OF CHARTER 13.1 This Charter shall enter into force upon signature by the parties. 13.1.1 This Charter shall remain in force, for as long as there are at least seven (7) Member States who shall remain bound by the provisions of this Charter. 13.1.2 Upon termination of this Charter.an.y fun.d.<t .and assets.., movable and immovable property remaining under the jurisdiction and responsibility of RETOSA shall be redistributed amongst the Member States in proportion to the rate at which the current contributions are paid by them, after full and lawful settlement of all operatings, staff and creditor liabilities and obligations. ARTICLE14 LIQUIDATION AND DISSOLUTION 14.1 The Board of Directors shall by a resolution have the power to dispose of the total assets of RETOSA provided that such disposal shall not result in the distribution of any part of earnings of the Org-dnisatio.a for the benefit of any private individual or legal entity other than the lawful employees of RETOSA in accordance with their entitlement as provided for in the terms and conditions of service and in ierms of iheir coniracis of employment 14.1.1 In the event of the liquidation,dissolution or winding up of RETOSA., ei.th.r voluntarily or by operation of law, the Board of Directors shall by a resolution have the power to 14