[NICE: The Nonprofit International Consortium for Eiffel]

The NICE Bylaws

Articles: 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | all | toc

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:
  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of NICE, or by these Bylaws.
  2. 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.
  3. Supervise all officers, agents and employees of NICE to assure that their duties are performed properly.
  4. Meet at such times and places as required by these Bylaws.
  5. 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:
  1. Two Directors-at-large elected by the Regular Members of NICE.
  2. One Director per Charter Member of NICE, appointed by said Charter Member.
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:
  1. 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
  2. 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.
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.
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.
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.
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.
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.
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.
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:
  1. For a Director representing a Charter Member, the Charter Member shall appoint a new Director to replace the removed Director.
  2. 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.
Articles: 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | all | toc