The NICE Bylaws

Article 13: Meetings of Members

13.1 Place of meetings

13.2 Members' representation at meeting

13.3 Annual and other regular meetings

13.4 Special meetings of members

13.5 Notice of meetings

13.6 Quorum for meetings

13.7 Majority action as membership action

13.8 Voting rights

13.9 Proxy voting

13.10 Conduct of meetings

13.11 Action by written ballot without a meeting

13.12 Reasonable nomination and election procedures

13.13 Action by unanimous written consent without meeting

13.14 Record date for meetings

Section 13.1 Place of meetings

Meetings of members shall be held at the principal office of NICE or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Directors.

Section 13.2 Members' representation at meeting

Any Member which is an organization shall be represented at meetings by the Member's representative to NICE or, in his or her absence, by another person, provided said person shall hold a written statement from the Member designating him or her as the Member's representative to the meeting.

Section 13.3 Annual and other regular meetings

The members shall meet annually for the purpose of electing Directors-at-large and transacting other business as may come before the meeting. This Annual Meeting shall be held in the month of October in each year, at a date, time and place set by the Board of Directors. The Board of Directors shall notify all Members of the exact date, time and place of the meeting upon thirty (30) days' notice by first-class mail, telephone, electronic mail, facsimile or telegraph. If sent by mail, electronic mail, facsimile or telegraph, the notice shall be deemed to be delivered on its deposit in the mails, dispatch to electronic mail, transmission by facsimile, or delivery to the telegraph company. Such notices shall be addressed to each Member at the Member's address as shown on the books of NICE.

Cumulative voting for the election of Directors-at-large shall not be permitted. The candidates receiving the highest number of votes up to the number of Directors-at-large to be elected shall be elected. Each voting Member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing Directors-at-large shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of members refers to this annual meeting.

Section 13.4 Special meetings of members

Special meetings of the members shall be called by the Board of Directors or the Chairperson, Executive Vice Chairperson or President of NICE. In addition, special meetings of the members for any lawful purpose may be called by any Charter Member, or by five percent (5%) or more of the Regular Members.

Section 13.5 Notice of meetings

1. Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of NICE not less than ten (10) days before the date of the meeting to each Member who, on the record date for the notice of the meeting, is entitled to vote thereat, provided, however, that if notice is given by mail, and the notice is not mailed by first- class, registered, or certified mail, that notice shall be given not less than twenty (20) days before the meeting.
2. Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the Member at the address of such Member appearing on the books of NICE or given by the Member to NICE for the purpose of notice; or if no address appears or is given, at the place where the principal office of NICE is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.
3. Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which Directors-at-large are to be elected shall include the names of all those who are nominees at the time notice is given to members.
4. Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by telegraph to the Chairperson, Executive Vice Chairperson, President or Secretary of NICE. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves.
5. Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal.
6. Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:
   1. Removal of Directors or Members
   2. Filling of vacancies on the Board by Members
   3. Amending the Articles of Incorporation
   4. An election to wind up and dissolve NICE voluntarily.

Section 13.6 Quorum for meetings

A quorum shall consist of one third (1/3) of the Charter Members and one third (1/3) of the Regular Members.

The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.

In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting.

When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.

Notwithstanding any other provision of this Article, if NICE authorizes members to conduct a meeting with a quorum of less than one-third (1/3) of the voting power, then, if less than one-third (1/3) of the voting power actually attends a regular meeting, in person or by proxy, then no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting.

Section 13.7 Majority action as membership action

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of NICE, or these Bylaws require a greater number.

Section 13.8 Voting rights

Each Member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by ballot.

Section 13.9 Proxy voting

Members entitled to vote shall be permitted to vote or act by proxy.

Members entitled to vote shall have the right to vote either in person or by a written proxy executed by such person or by his or her duly authorized agent and filed with the Secretary of NICE, provided, however, that no proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. In any case, however, the maximum term of any proxy shall be three (3) years form the date of its execution. No proxy shall be irrevocable and may be revoked following the procedures given in Section 5613 of the California Nonprofit Public Benefit Corporation Law.

If membership voting by proxy is allowed, all proxies shall state the general nature of the matter to be voted on and, in the case of a proxy given to vote for the election of Directors, shall list those persons who were nominees at the time the notice of the vote for election of Director was given to the members. In any election of Directors, any proxy which is marked by a Member "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.

If membership voting by proxy is allowed, proxies shall afford an opportunity for the Member to specify a choice between approval and disapproval for each matter or group of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited. The proxy shall also provide that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith.

Section 13.10 Conduct of meetings

Meetings of members shall be presided over by the Chairperson, or in his or her absence by the President, or in their absence by an Executive Vice Chairperson of NICE or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present in person or by proxy. The Secretary of NICE shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by "Robert's Rules of Order", insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of NICE, or with any provision of law.

Section 13.11 Action by written ballot without a meeting

Any action which may be taken at any regular or special meeting of members may be taken without a meeting if NICE distributes a written ballot to each Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to NICE. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 13.5 (b) of this Article.

All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors-at-large, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by NICE in order to be counted.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors-at-large may be elected by written ballot. Such ballots for the election of Directors-at-large shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors-at-large is withheld, they shall not be counted as votes either for or against the election of a Director-at-large.

A written ballot may not be revoked after its receipt by NICE or its deposit in the mail, whichever occurs first.

Section 13.12 Reasonable nomination and election procedures

NICE shall make available to members reasonable nomination and election procedures with respect to the election of Directors-at- large by members. Such procedures shall be reasonable given the nature, size and operations of NICE, and shall include:

1. A reasonable means of nominating persons for election as Directors-at-large.
2. A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.
3. A reasonable opportunity for all nominees to solicit votes.
4. A reasonable opportunity for all members to choose among the nominees.

Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage), NICE shall, within the (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonable specify, any material which the nominee shall furnish and which is reasonable related to the election, unless NICE within five (5) business days after the request allows the nominee, at NICE's option, the right to do either of the following:

1. Inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand upon NICE, which demand shall state the purpose for which the inspection rights are requested; or
2. Obtain from the Secretary, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors-at-large, as of the most recent record date for which it has been compiled or as of any date specified by the nominee subsequent to the date of demand.

The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.

If NICE distributes any written election material soliciting votes for any nominee for Director at NICE's expense, it shall make available, at NICE's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.

Generally, any person who is qualified to be elected as Director-at-large shall be nominated at the annual meeting of members held for the purpose of electing Directors-at-large by any Member present at the meeting in person or by proxy. However, if NICE has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5221 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to the Board of Directors.

If NICE has five thousand (5,000) or more members, then the nomination and election procedures specified in Section 5522 of the California Nonprofit Corporation Law shall be followed by NICE in nominating and electing persons to the Board of Directors.

Section 13.13 Action by unanimous written consent without meeting

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

Section 13.14 Record date for meetings

The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law.