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The NICE Bylaws
Article 3: Directors
- 3.1 Number
- 3.2 Powers
- 3.3 Election of Directors
- 3.4 Terms of office
- 3.5 Compensation
- 3.6 Restriction regarding interested
Directors
- 3.7 Place of meetings
- 3.8 Regular and annual meeting
- 3.9 Special meetings
- 3.10 Notice of meetings
- 3.11 Contents of notice
- 3.12 Waiver of notice and consent to holding
meetings
- 3.13 Quorum for meetings
- 3.14 Majority action as Board action
- 3.15 Conduct of meetings
- 3.16 Action by unanimous written consent without
meeting
- 3.17 Vacancies
- 3.18 Non-liability of Directors
- 3.19 Indemnification by NICE of Directors, officers,
employees, and others
- 3.20 Insurance for corporate agents
- Section 3.1 Number
- NICE
shall have at least two Directors, to be known collectively as the
Board of Directors. The exact number shall be fixed within this
constraint by the Board of Directors in the manner provided in
these Bylaws.
- Section
3.2 Powers
- Subject
to the provisions of the California Nonprofit Public Benefit
Corporation law and any limitations in the Articles of
Incorporation and Bylaws relating to action required or permitted
to be taken or approved by the members of NICE, the activities and
affairs of NICE shall be conducted and all corporate powers shall
be exercised by or under the direction of the Board of
Directors.
- It shall be the duty of the Directors to:
- Perform any and all duties imposed on them collectively or
individually by law, by the Articles of Incorporation of NICE, or
by these Bylaws.
- Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties and fix the
compensation, if any, of all officers, agents and employees of
NICE.
-
Supervise all officers, agents and employees of NICE to assure that
their duties are performed properly.
- Meet at such times and places as required by these
Bylaws.
- Register their addresses with the Secretary of NICE and notices of
meetings mailed or telegraphed to them at such addresses shall be
valid notices thereof.
- 3.3 Election of Directors
- The Board of Directors shall be appointed as follows:
- Two Directors-at-large elected by the Regular Members of
NICE.
- One Director per Charter Member of NICE, appointed by said Charter
Member.
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3.4 Terms of office
- The term of office for each Director-at-large shall be one year.
Directors-at-large shall be elected by Regular Members at the
Members' Annual Meeting.
- The term of office for a Director appointed by a Charter Member shall
be one year. Such Directors shall be appointed by Charter Members
at the time of the Annual Meeting.
- 3.5 Compensation
- Directors shall serve without compensation except that they may be allowed
and paid their actual and necessary expenses incurred in attending
Directors meetings, subject to approval by the Board of
Directors.
- In addition, they shall be allowed reasonable advancement or
reimbursement of expenses incurred in the performance of their
regular duties as specified in section 3.2. Directors may not be
compensated for rendering services to NICE in any capacity other
than Director unless such other compensation is reasonable and is
allowable under the provisions of section 3.6.
- 3.6 Restriction regarding interested Directors
- Notwithstanding any other provision of these Bylaws, not more than forty-nine
percent (49%) of the persons serving on the Board may be interested
persons. For purposes of this Section, "interested persons" means
either:
- Any person currently being compensated by NICE for services
rendered it within the previous twelve (12) months, whether as a
full- or part-time officer or other employee, independent
contractor, or otherwise, excluding any reasonable compensation
paid to a Director as Director; or
- Any brother, sister, ancestor, descendant, spouse, brother- in-law,
sister-in-law, son-in-law, daughter-in-law, mother- in-law, or
father-in-law of any such person.
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3.7 Place of meetings
- Meetings
shall be held at the principal office of NICE unless otherwise
provided by the Board or at such place within or without the State
of California which has been designated from time to time by
resolution of the Board of Directors. In the absence of such
designation, any meeting not held at the principal office of NICE
shall be valid only if held on the written consent of all Directors
given either before or after the meeting and filed with the
Secretary of NICE or after all Board members have been given
written notice of the meeting as hereinafter provided for special
meetings of the Board. Any meeting, regular or special, may be held
by conference telephone or similar communications equipment, so as
long as all Directors participating in such meeting can hear one
another.
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3.8 Regular and annual meeting
- A regular meeting of Directors shall be held every year at 5 PM on
the same day as the Members' Annual Meeting.
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3.9 Special meetings
- Special
meetings of the Board of Directors may be called by the
Chairperson, the President, the Executive Vice Chairperson, the
Secretary, or by any two Directors, and such meetings shall be held
at the place, within or without the State of California, designated
by the person or persons calling the meeting, and in the absence of
such designation, at the principal office of
NICE.
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3.10 Notice of meetings
- Regular meetings of the Board may be held without notice. Special meetings
of the Board shall be held upon four (4) days' notice by
first-class mail or forty-eight (48) hours' notice delivered
personally or by 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 Director at his or her address as shown on the
books of NICE. Notice of the time and place of holding an adjourned
meeting need not be given to absent Directors if the time and place
of the adjourned meeting are fixed at the meeting adjourned and if
such adjourned meeting is held no more than twenty-four (24) hours
from the time of the original meeting. Notice shall be given of any
adjourned regular or special meeting to Directors absent from the
original meeting if the adjourned meeting is held more than
twenty-four (24) hours from the time of the original
meeting.
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3.11 Contents of notice
- Notice
of meetings not herein dispensed with shall specify the place, day
and hour of the meeting. The purpose of any Board meeting need not
be specified in the notice.
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3.12 Waiver of notice and consent to holding meetings
- The
transactions of any meeting of the Board, however called and
noticed or wherever held, are as valid as though the meeting had
been duly held after proper call and notice, provided a quorum, as
hereinafter defined, is present and provided that either before or
after the meeting each Director not present signs a waiver of
notice, a consent to holding the meeting, or an approval of the
minutes thereof. All such waivers, consents, or approvals shall be
filed with the corporate records or made a part of the minutes of
the meeting.
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3.13 Quorum for meetings
- A
quorum shall consist of one half or more of the total number of
Directors.
- Except
as otherwise provided in these Bylaws or in the Articles of
Incorporation of NICE, or by law, no business shall be considered
by the Board at any meeting at which a quorum, as hereinafter
defined, is not present, and the only motion which the Chair shall
entertain at such meeting is a motion to adjourn. However, a
majority of the Directors present at such meeting may adjourn from
time to time until the time fixed for the next regular meeting of
the Board.
- When a
meeting is adjourned for lack of a quorum, 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, except as provided in Section 3.16 of this
Article.
- The
Directors 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 Directors from the meeting, provided that any action
thereafter taken must be approved by at least a majority of the
required quorum for such meeting of such greater percentage as may
be required by law, or the Articles of Incorporation of Bylaws of
NICE.
- 3.14 Majority action as Board action
- Every
act or decision done or made by a majority of the Directors present
at a meeting duly held at which a quorum is present is the act of
the Board of Directors, unless the Articles of Incorporation of
Bylaws of NICE, or provisions of the California Nonprofit Public
Benefit Corporation Law, particularly those provisions relating to
appointment of committees (Section 5212), approval of contracts or
transactions in which a Director has a material financial interest
(Section 5233) and indemnification of Directors (Section 5238e),
require a greater percentage or different voting rules for approval
of a matter by the Board.
- 3.15 Conduct of meetings
- Meetings
of the Board of Directors shall be presided over by the
Chairperson, the President, or, if no such person has been so
designated or in his or her absence, by the Executive Vice
Chairperson of NICE or, in the absence of each of these persons, by
a Chairperson chosen by a majority of the Directors at the meeting.
The Secretary of NICE shall act as secretary of all meetings of the
Board, provided that, in his or her absence, the presiding officer
shall appoint another person to act as Secretary of the
Meeting.
- Meetings
shall by 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 provisions of
law.
- 3.16 Action by unanimous written consent without
meeting
- Any
action required or permitted to be taken by the Board of Directors
under any provision of law may be taken without a meeting, if all
members of the Board shall individually or collectively consent in
writing to such action. For the purposes of this section only,
"all members of the Board" shall not include any "interested
Director" as defined in Section 5233 of the California Nonprofit
Public Benefit Corporation Law. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board.
Such action by written consent shall have the same force and effect
as the unanimous vote of the Directors. Any certificate or other
document filed under any provision of law which relates to action
so taken shall state that the action was taken by unanimous written
consent of the Board of Directors without a meeting and that the
Bylaws of NICE authorize the Directors to so act, and such
statement shall be prima facie evidence of such
authority.
- 3.17 Vacancies
- Vacancies
on the Board of Directors shall exist (1) on the death, resignation
or removal of any Director, and (2) whenever the number of
authorized Directors is increased.
- The
Board of Directors may declare vacant the office of a Director who
has been declared of unsound mind by a final order of court, or
convicted of a felony, or been found by a final order or judgment
of any court to have breached any duty under Section 5230 and
following of the California Nonprofit Public Benefit Corporation
Law.
- Any
Director may resign effective upon giving written notice to the
Chairperson, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for the
effectiveness of such resignation. No Director may resign if NICE
would then be left without duly elected Director or Directors in
charge of its affairs, except upon notice to the Attorney
General.
- A
vacancy created by the removal of a Director shall be filed as
follows:
- For a
Director representing a Charter Member, the Charter Member shall
appoint a new Director to replace the removed Director.
- For a
Director-at-large, the Regular members may elect a Director at any
time to fill the vacancy.
- A
person elected to fill a vacancy as provided by this Section shall
hold office until the next annual election of the Board of
Directors or until his or her death, resignation or removal from
office.
- 3.18 Non-liability of Directors
- The
Directors shall not be personally liable for the debts,
liabilities, or other obligations of NICE.
- 3.19 Indemnification by NICE of Directors, officers, employees, and
others
- To the
extent that a person who is, or was, a Director, officer, employee
or other agent of NICE has been successful on the merits in defense
of any civil, criminal, administrative or investigative proceeding
brought to procure a judgment against such person by reason of the
fact that he or she is, or was, an agent of NICE, or
- has
been successful in defense of any claim, issue or matter, therein,
such person shall be indemnified against expenses actually and
reasonably incurred by the person in connection with such
proceeding.
- If
such person either settles any such claim or sustains a judgment
against him or her, then indemnification against expenses,
judgments, fines, settlements and other amounts reasonably incurred
in connection with such proceedings shall be provided by NICE but
only to the extent allowed by, and in accordance with the
requirements of, Section 5238 of the California Nonprofit Public
Benefit Corporation Law.
- 3.20 Insurance for corporate agents
- The
Board of Directors may adopt a resolution authorizing the purchase
and maintenance of insurance on behalf of any agent of NICE
(including a Director, officer, employee or other agent of NICE)
against any liability other than for violating provisions of law
relating to self-dealing (Section 5233 of the California Nonprofit
Public Benefit Corporation Law) asserted against or incurred by the
agent in such capacity or arising out of the agent's status as
such, whether or not NICE would have the power to indemnify the
agent against such liability under the provisions of Section 5238
of the California Nonprofit Public Benefit Corporation
Law.
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