The NICE Bylaws

Article 4: Officers

4.1 Number of officers

4.2 Qualification, election, and term of office

4.3 Subordinate officers

4.4 Removal and resignation

4.5 Vacancies

4.6 Duties of President

4.7 Duties of Executive Vice Chairperson

4.8 Duties of Secretary

4.9 Duties of Treasurer

4.10 Compensation

Section 4.1 Number of officers

The officers of NICE shall be a Chairperson, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. NICE may also have, as determined by the Board of Directors, a President, an Executive Vice Chairperson, one or more other Vice Chairpersons, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the Chairperson.

Section 4.2 Qualification, election, and term of office

Only Directors may serve as Chairperson, Executive Vice Chairperson or other Vice Chairperson. Any person may serve as other officer. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Section 4.3 Subordinate officers

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

Section 4.4 Removal and resignation

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary of NICE. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of NICE.

Section 4.5 Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Chairperson, such vacancy may be filled temporarily by appointment by the Chairperson until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

Section 4.6 Duties of President

If NICE has a President, the President shall be the chief executive officer of NICE and shall, subject to the control of the Board of Directors, supervise and control the affairs of NICE and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of NICE, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. He or she shall preside at all meetings of the Board of Directors. The President shall preside at all meetings of the members at which the Chairperson does not preside. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of NICE, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

Section 4.7 Duties of Executive Vice Chairperson

If NICE has no President, or in the absence of the Chairperson, or in the event of the President's inability or refusal to act, the Executive Vice Chairperson shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Executive Vice Chairperson shall have other powers and perform other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

Section 4.8 Duties of Secretary

The Secretary shall:

• Certify and keep at the principal office of NICE the original, or a copy of these Bylaws as amended or otherwise altered to date.
• Keep at the principal office of NICE or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
• See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
• Be custodian of the records and of the seal of NICE and see that the seal is affixed to all duly executed documents, the execution of which on behalf of NICE under its seal is authorized by law or these Bylaws.
• Keep at the principal office of NICE a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
• Exhibit at all reasonable times to any Director of NICE, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of NICE.
• In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of NICE, or by these Bylaws, or which may be assigned to him or her from time to time by to Board of Directors.

Section 4.9 Duties of Treasurer

Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds", the Treasurer shall:

• Have charge and custody of, and be responsible for, all funds and securities of NICE, and deposit all such funds in the name of NICE in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
• Receive, and give receipt for, monies due and payable to NICE from any source whatsoever.
• Disburse, or cause to be disbursed, the funds of NICE as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
• Keep and maintain adequate and correct accounts of NICE's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
• Exhibit at all reasonable times the books of account and financial records to any Director of NICE, or to his or her agent or attorney, on request therefor.
• Render to the President, Chairperson and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of NICE.
• Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
• In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of NICE, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 4.10 Compensation

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of NICE, provided, however, that such compensation paid a Director for serving as an officer of NICE shall only be allowed if permitted under the provisions of Article 3 of these Bylaws. In all cases, any salaries received by officers of NICE shall be reasonable and given in return for services actually rendered for NICE which relate to the performance of the charitable or public purposes of NICE.