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The NICE Bylaws
Article 12: Members
- 12.1 Determination and rights of member
- 12.2 Qualifications of members
- 12.3 Admission of members
- 12.4 Fees, dues and assessments
- 12.5 Number of members
- 12.6 Membership book
- 12.7 Nonliability of members
- 12.8 Nontransferability of memberships
- 12.9 Termination of membership
- 12.10 Rights on termination of membership
- 12.11 Amendments resulting in the termination of
memberships
- Section 12.1 Determination and rights of members
- NICE shall have two classes of members: Charter Members and
Regular Members. The word "Member" without qualification herein
denotes either a Charter Member or a Regular Member.
- Members of NICE shall be persons, for-profit or not-for-profit
corporations, or any other organizations. A Member which is not a
person shall appoint one person as its representative to NICE, in
writing, upon becoming a Member, and shall notify NICE in writing
of any change of its representative. No Member shall hold more than
one membership in NICE; no person shall serve as representative of
more than one Member organization, or shall both be personally a
member and serve as representative of a Member organization.
- Except as expressly provided in or authorized by the Articles of
incorporation or Bylaws of NICE, all members within each membership
class shall have the same rights, privileges, restrictions and
conditions.
- Section 12.2 Qualifications of members
- The qualifications for Charter Membership in NICE shall be
payment of the application fee, if any, approval by the Board of
Directors, and payment of the annual Charter Member dues, except
that a maximum number of two (2) dues-free Life Charter Memberships
may be approved by the Board of Directors in recognition of
exceptional services rendered to the development of Eiffel
technology.
- The qualifications for Regular Membership in NICE shall be
payment of the application fee, if any, approval by the Board of
Directors, and payment of the annual Regular Member fee.
- Section 12.3 Admission of members
- Applicants shall be admitted to membership at any time upon
approval by the Board of Directors of an application submitted to
said Board, payment of application fees, if any, and one year's
dues for the requested membership category. In case the applicant
is an organization, the application shall indicate the name of the
applicant's choice of representative to NICE.
- Section 12.4 Fees, dues and assessments
- The fees for making application to membership in NICE and the
annual dues in each membership category shall fixed by the Board of
Directors.
- Memberships shall be nonassessable.
- Section 12.5 Number of members
- There is no limit on the number of members NICE may admit in
each membership category, subject to the provisions of these
Bylaws.
- Section 12.6 Membership book
- NICE shall keep a membership book containing the name and
address of each Member and the Member's membership category.
Termination of the membership of any Member shall be recorded in
the book, together with the date of termination of such membership.
Such book shall be kept at NICE's principal office and shall be
available for inspection by any Director or Member of NICE during
regular business hours.
- The record of names, addresses and membership category of the
members of NICE shall constitute the membership list of NICE and
shall not be used, in whole or part, by any person for any purpose
not reasonably related to a Member's interest as a Member.
- Section 12.7 Nonliability of members
- A Member of NICE is not, as such, personally liable for the
debts, liabilities, or obligations of NICE.
- Section 12.8 Nontransferability of memberships
- No Member may transfer a membership or any right arising
therefrom. All rights of membership cease upon the Member's
death.
- Section 12.9 Termination of membership
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- Grounds for Termination. The membership of a Member shall
terminate upon the occurrence of any of the following events:
- Upon Member's notice of such termination delivered to the
President, Chairperson or Secretary of NICE personally or by mail,
such membership to terminate upon the date of delivery of the
notice or date of deposit in the mail.
- Upon a determination by the Board of Directors that the
Member has engaged in conduct materially and seriously prejudicial
to the interests or purposes of NICE. Such determination shall be
taken by a decision of the Board of Directors as provided under
these Bylaws, except that a majority of at least two-thirds of all
Directors shall be required for such determination, and that the
determination shall be signed by all Directors voting in favor of
it.
- Except for dues-free life charter members as provided under
section 12.2, upon a failure to renew membership by paying dues on
or before their due date, such termination to be effective twenty
(20) days after a written notification of delinquency is given
personally or mailed to such Member by the Secretary of NICE. A
Member may avoid such termination by paying the amount of
delinquent dues within a twenty (20)-day period following the
Member's receipt of the written notification of delinquency.
- Procedure for Expulsion. Following the determination that a
Member should be expelled under subparagraph (a)(2) of this
section, the following procedure shall be implemented:
- A notice shall be sent by first-class or registered mail to
the last address of the Member as shown on NICE's records, setting
forth the expulsion and the reasons therefor. Such notice shall be
sent at least fifteen (15) days before the proposed effective date
of the expulsion.
- The Member being expelled shall be given an opportunity to
be heard, either orally or in writing, at a hearing to be held not
less than five (5) days before the effective date of the proposed
expulsion. If the Member is an organization, it shall be
represented at such hearing by the Member's appointed
representative to NICE, or by any other person expressly designated
by the Member for this purpose. The hearing will be held by the
Board of Directors in accordance with the quorum and voting rules
set forth in these Bylaws applicable to the meetings of the Board.
The notice to the Member of his or her proposed expulsion shall
state the date, time, and place of the hearing on his or her
proposed expulsion.
- Following the hearing, the Board of Directors shall decide
whether or not the Member should in fact be expelled, suspended, or
sanctioned in some other way. The decision of the Board shall be
final.
- Any person or organization expelled from NICE shall receive
a refund of dues already paid. The refund shall be pro-rated to
return only the unaccrued balance remaining for the period of the
dues payment.
- Section 12.10 Rights on termination of membership
- All rights of a Member in NICE shall cease on termination of
membership as herein provided.
- Section 12.11 Amendments resulting in the termination of
memberships
- Notwithstanding any other provision of these Bylaws, if any
amendment of the Articles of Incorporation or of the Bylaws of NICE
would result in the termination of all memberships or any class of
memberships, then such amendment or amendments shall be effected
only in accordance with the provisions of Section 5342 of the
California Nonprofit Public Benefit Corporation Law.
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