The NICE Bylaws

Article 5: Committees

5.1 Executive committee

5.2 Technical committees

5.3 Other committees

5.4 Meetings and action of committees

Section 5.1 Executive committee

The Board of Directors may, by a majority vote of Directors, designate two (2) or more of its members (who may also be serving as officers of NICE) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of NICE, except with respect to:

1. The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
2. The filling of vacancies on the Board or on any committee which has the authority of the Board.
3. The fixing of compensation of the Directors for serving on the Board or on any committee.
4. The amendment or repeal of Bylaws or the adoption of new Bylaws.
5. The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable.
6. The appointment of committees of the Board or the members thereof.
7. The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.
8. The approval of any transaction to which NICE is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

Section 5.2 Technical Committees

NICE shall have any such Technical Committees as may from time to time be designated by resolution of the Board of Directors to study issues connected with the aims of NICE. These Technical Committees shall act in an advisory capacity only to the Board and shall be clearly titled as "Technical" Committees. The Board of Directors may terminate any Technical Committee without cause.

Every Technical Committee shall be composed of two or more persons, hereinafter called Delegates. Technical Committees may also have Observers, who shall not take part in votes. Every Charter Member or Regular Member shall be entitled to appoint one Delegate to every Technical Committee. Every Member shall also be entitled to appoint one or more Observers to every Technical Committee, subject to approval by the Technical Committee. Every Technical Committee may further elect to invite other individuals to attend any specific meeting. Every Member shall indicate in writing to the Board of Directors the names of Delegates and Observers whom the Member wishes to appoint to every Technical Committee, or any change in Delegates or Observers appointed by the Member.

Every Technical Committee shall have a Chairperson, elected by the Committee's delegates from among its members, and a Secretary, which may be any person. The term of a Chairperson, and of a Secretary if elected from the Committee's delegates, shall be of one year and shall be renewable.

Every Technical Committee shall decide on the time, venue, agenda and form of its meetings. The Chairperson shall communicate the time and place of each meeting to Delegates and Observers at least twenty days prior to the meeting. Meetings shall be chaired by the Chairperson or, in the Chairperson's absence, by the Secretary; in case none of them can attend, the attending delegates shall elect one person among themselves to chair the meeting.

All the decisions of a Technical Committee, including election of Chairperson and Secretary, shall be taken by a majority vote of the Technical Committee's Delegates. Votes may be taken in either of two forms:

1. In writing, the object of the vote being submitted by mail, electronic mail or facsimile to Delegates by the Chairperson at least sixty days before the deadline for submitting votes.
2. At scheduled meetings of the Technical Committee. In this case any Delegate who is unable to attend the meetings may nominate another Delegate or Observer as proxy, provided the proxy nomination is received by the Chairperson or Secretary at least two (2) days prior to the meeting, or the proxy brings to the meeting a signed statement from the Delegate designating him or her as proxy.

All Technical Committee decisions shall be advisory only to the Board of Directors and shall not commit NICE in any way unless explicitly approved by resolution of the Board of Directors.

Section 5.3 Other committees

NICE shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees.

Section 5.4 Meetings and action of committees

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaws provisions as are necessary to substitute the committee and its delegates for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.