|
The NICE Bylaws
Article 1: Offices
- 1.1 Executive committee
- 1.2 Change of address
- 1.3 Other offices
- Section 1.1 Principal office
- The principal office of the Nonprofit International Consortium for
Eiffel (called just NICE in the rest of these Bylaws) for the transaction
of its business is located in Santa Barbara County, California.
- Section 1.2 Change of address
- The county of NICE's principal office can be changed only by amendment of
these Bylaws and not otherwise. The Board of Directors may, however,
change the principal office from one location to another within the named
county by noting the changed address and effective date below, and such
changes of address shall not be deemed an amendment of these Bylaws.
- _______________________ Dated: ___________, 20__
- _______________________ Dated: ___________, 20__
- _______________________ Dated: ___________, 20__
- Section 1.3 Other offices
- NICE may also have offices at such other places, within or without the
State of California, where it is qualified to do business, as its business
may require and as the Board of Directors may, from time to time,
designate.
Article 2: Purposes
- 2.1 Preamble
- 2.2 Specific objectives
- Section 2.1 Preamble
- The aim of NICE is to promote the industrial approach to the reliable
construction of computer software by furthering the development of
an industry of high quality reusable software components, based on
the Eiffel object-oriented method, language, libraries and
environment.
- Section 2.2 Specific objectives
-
- NICE
shall have the following specific objectives to fulfill the general
goals of section .
- To
educate the computer profession to the benefits of the
object-oriented approach to software development and modern
methods of software engineering.
- To
standardize the Eiffel language and control its
evolution.
- To
standardize the interface of the basic Eiffel libraries and control
its evolution.
- To
promote the production of tools for effective software development
in Eiffel.
- To
foster educational, scientific and technical communication between
NICE's members, and other members of the software engineering
community, in the interest of software productivity.
- To
encourage the definition and implementation of standards to
facilitate the task of Eiffel software developers.
- To
support the production and distribution of reusable Eiffel
components from contributors worldwide.
- To
disseminate the worldwide use of the Eiffel principles, method,
language, libraries and tools.
- To
sponsor public meetings of Eiffel users and other interested
parties.
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.
-
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.
-
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:
- 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.
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.
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:
- 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.
- The filling of vacancies on the Board or on any
committee which has the authority of the Board.
- The fixing of compensation of the Directors for
serving on the Board or on any committee.
- The amendment or repeal of Bylaws or the adoption of
new Bylaws.
- The amendment or repeal or any resolution of the Board
which by its express terms is not so amendable or repealable.
- The appointment of committees of the Board or the
members thereof.
- The expenditure of corporate funds to support a
nominee for Director after there are more people nominated for
Director than can be elected.
- 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:
- 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.
- 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.
Article 6: Execution of Instruments, Deposits, and Funds
- 6.1 Execution of Instruments
- 6.2 Checks and notes
- 6.3 Deposits
- 6.4 Gifts
- Section 6.1 Execution of instruments
- The Board of Directors, except as otherwise provided in these
Bylaws, may by resolution authorize any officer or agent of NICE to
enter into any contract or execute and deliver any instrument in
the name of and on behalf of NICE, and such authority may be
general or confined to specific instances. Unless so authorized, no
officer, agent, or employee shall have any power or authority to
bind NICE by any contract or engagement or to pledge its credit or
to render it liable monetarily for any purpose or in any
amount.
- Section 6.2 Checks and notes
- Except as otherwise specifically determined by resolution of the
Board of Directors, or as otherwise required by law, checks,
drafts, promissory notes, orders for the payment of money, and
other evidence of indebtedness of NICE shall be signed by the
- Treasurer and countersigned by the President or, if there is no
President, the Chairperson.
- Section 6.3 Deposits
- All funds of NICE shall be deposited from time to time to the
credit of NICE in such banks, trust companies, or other
depositories as the Board of Directors may select.
- Section 6.4 Gifts
- The Board of Directors may accept on behalf of NICE any
contribution, gift, bequest, or devise for the charitable or public
purposes of NICE.
Article 7: Corporate Records, Reports and Seal
- 7.1 Maintenance of corporate records
- 7.2 Corporate seal
- 7.3 Directors' inspection rights
- 7.4 Members' inspection rights
- 7.5 Right to copy and make extracts
- 7.6 Annual report
- 7.7 Annual statement of specific transactions to
members
- Section 7.1 Maintenance of corporate records
- NICE shall keep at its principal office in the State of
California:
- Minutes of all meetings of Directors, committees of
the Board and of all meetings of members, indicating the time and
place of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present and the
proceedings thereof.
- Adequate and correct books and records of account,
including accounts of its properties and business transactions and
accounts of its assets, liabilities, receipts, disbursements, gains
and losses.
- A record of its members, indicating their names and
addresses and the class of membership held by each Member and the
termination date of any membership.
- A copy of NICE's Articles of Incorporation and Bylaws
as amended to date, which shall be open to inspection by the
members of NICE at all reasonable times during office hours.
- Section 7.2 Corporate seal
- The Board of Directors may adopt, use, and at will alter, a
corporate seal. Such seal shall be kept at the principal office of
NICE. Failure to affix the seal to corporate instruments, however,
shall not affect the validity of any such instrument.
- Section 7.3 Directors' inspection rights
- Every Director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents of every
kind and to inspect the physical properties of NICE.
- Section 7.4 Members' inspection rights
- Each and every Member shall have the following inspection
rights, for a purpose reasonably related to his or her interest as
a Member:
- To inspect and copy the record of all members' names,
addresses and voting rights, at reasonable times, upon five (5)
business days' prior written demand on NICE, which demand shall
state the purpose for which the inspection rights are
requested.
- To obtain from the Secretary of NICE, 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 as of the most recent record date for
which the list has been compiled or as of the date specified by the
Member subsequent to the date of demand. The demand shall state the
purpose for which the list is requested. 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
of which the list is to be compiled.
- To inspect at any reasonable time the books, records,
or minutes of proceedings of the members or of the Board or
committees of the Board, upon written demand on NICE by the Member,
for a purpose reasonably related to such person's interests as a
Member.
- Section 7.5 Right to copy and make extracts
- Any inspection under the provisions of this Article may be made
in person by the Member himself or herself if the Member is a
person or by the Member's NICE representative if the Member is an
organization, or by agent or attorney. The right to inspection
includes the right to copy and make extracts.
- Section 7.6 Annual report
- The Board shall cause an annual report to be furnished not later
than one hundred and twenty (120) days after the close of NICE's
fiscal year to all Directors of NICE and to any Member who requests
it in writing, which report shall contain the following information
in appropriate detail.
- The assets and liabilities, including the trust funds,
of NICE as of the end of the fiscal year.
- The principal changes in assets and liabilities,
including trust funds, during the fiscal year.
- The revenue or receipts of NICE, both unrestricted and
restricted to particular purposes, for the fiscal year.
- The expenses or disbursements of NICE, for both
general and restricted purposes, during the fiscal year.
- Any information required by section 7.7.
- The annual report shall be accompanied by any report thereon of
independent accountants, or, if there is no such report, the
certificate of an authorized officer of NICE that such statements
were prepared without audit from the books and records of NICE.
- If NICE receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or
more, in gross revenues or receipts during the fiscal year, NICE
shall automatically send the above annual report to all members, in
such manner, at such time, and with such contents, including an
accompanying report from independent accountants or certification
of a corporate officer, as specified by the above provisions of
this section relating to the annual report.
- Section 7.7 Annual statement of specific transactions to
members
- NICE shall mail or deliver to all Directors and any and all
members a statement within one hundred and twenty (120) days after
the close of its fiscal year which briefly describes the amount and
circumstances of any indemnification or transaction in which NICE,
or its parent or its subsidiary, was a party, and in which either
of the following had a direct or indirect material financial
interest:
- Any Director or officer of NICE, or its parent or
subsidiary (a mere common Directorship shall not be considered a
material financial interest); or
- Any holder of more than ten percent (10%) of the
voting power of NICE, its parent or its subsidiary.
- The above statement need only be provided with respect to a
transaction during the previous fiscal year involving more than
FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of
transactions with the same persons involving, in the aggregate,
more than FIFTY THOUSAND DOLLARS ($50,000).
- Similarly, the statement need only be provided with respect to
indemnifications or advances aggregating more than TEN THOUSAND
DOLLARS ($10,000) paid during the previous fiscal year to any
Director or officer, except that no such statement need be made if
such indemnification was approved by the members pursuant to
Section 5238(4)(2) of the California Nonprofit Public Benefit
Corporation Law.
- Any statement required by this section shall briefly describe
the names of the interested persons involved in such transactions,
stating each person's relationship to NICE, the nature of such
person's interest in the transaction and, where practical, the
amount of such interest, provided that in the case of a transaction
with a partnership of which such person is a partner, only the
interest of the partnership need be stated.
- If NICE provides all members with an annual report according to
the provisions of section 7.6, then such annual report shall
include the information required by this section.
Article 8: Fiscal Year
- 8.1 Fiscal year of NICE
- Section 8.1 Fiscal year of NICE
- The fiscal year of NICE shall begin on the first of November and
end on the thirty-first of October in each year.
Article 9: Amendment of Bylaws
- 9.1 Amendment
- Section 9.1 Amendment
- Subject to any provision of law applicable to the amendment of
Bylaws of public benefit nonprofit corporations, these Bylaws, or
any of them, may be altered, amended, or repealed and new Bylaws
adopted as follows:
- Subject to the power of members, to change or repeal
these Bylaws under Section 5150 of the Corporation Code, by
approval of the Board of Directors unless the Bylaw amendment would
materially and adversely affect the rights of members as to voting
or transfer, provided, however, that a Bylaw specifying or changing
the number of Directors of NICE or the mode of electing Directors
may not be adopted, amended, or repealed except as provided in
subparagraph (b) of this section; or
- By approval of the members of NICE.
Article 10: Amendments of Articles
- 10.1 Amendment of articles before admission of
members
- 10.2 Certain amendments
- Section 10.1 Amendment of articles before admission of
members
- Before any members have been admitted to NICE, any amendment of
the Articles of Incorporation may be adopted by approval of the
Board of Directors and by the approval of the members of NICE.
- Section 10.2 Certain amendments
- Notwithstanding the above sections of this Article, NICE shall
not amend its Articles of Incorporation to alter any statement
which appears in the original Articles of Incorporation of the
names and addresses of the first Directors of NICE, nor the name
and address of its initial agent, except to correct an error in
such statement or to delete such statement after NICE has filed a
"Statement by a Domestic Non-Profit Corporation" pursuant to
Section 6210 of the California Nonprofit Corporation Law.
Article 11: Prohibition against sharing corporate profits and
assets
- 11.1 Amendment of articles before admission of
members
- Section 11.1 Prohibition against sharing corporate profits and
assets
- No Member, Director, officer, employee, or other person
connected with NICE, or any private individual, shall receive at
any time any of the net earnings or pecuniary profit from the
operations of NICE, provided, however, that this provision shall
not prevent payment to any such person of reasonable compensation
for services performed for NICE in effecting any of its public or
charitable purposes, provided that such compensation is otherwise
permitted by these Bylaws and is fixed by resolution of the Board
of Directors; and no such person or persons shall be entitled to
share in the distribution of, and shall not receive, any of the
corporate assets on dissolution of NICE. All members of NICE shall
be deemed to have expressly consented and agreed that on such
dissolution or winding up of the affairs of NICE, whether
voluntarily or involuntarily, the assets of NICE, after all debts
have been satisfied, shall be distributed as required by the
Articles of Incorporation of NICE and not otherwise.
Article 12: Members
- 12.1 Determination and rights of member
- 12.2 Qualifications of members
- 12.3 Admission of members
- 12.4 Fees, dues and assessments
- 12.5 Number of members
- 12.6 Membership book
- 12.7 Nonliability of members
- 12.8 Nontransferability of memberships
- 12.9 Termination of membership
- 12.10 Rights on termination of membership
- 12.11 Amendments resulting in the termination of
memberships
- Section 12.1 Determination and rights of members
- NICE shall have two classes of members: Charter Members and
Regular Members. The word "Member" without qualification herein
denotes either a Charter Member or a Regular Member.
- Members of NICE shall be persons, for-profit or not-for-profit
corporations, or any other organizations. A Member which is not a
person shall appoint one person as its representative to NICE, in
writing, upon becoming a Member, and shall notify NICE in writing
of any change of its representative. No Member shall hold more than
one membership in NICE; no person shall serve as representative of
more than one Member organization, or shall both be personally a
member and serve as representative of a Member organization.
- Except as expressly provided in or authorized by the Articles of
incorporation or Bylaws of NICE, all members within each membership
class shall have the same rights, privileges, restrictions and
conditions.
- Section 12.2 Qualifications of members
- The qualifications for Charter Membership in NICE shall be
payment of the application fee, if any, approval by the Board of
Directors, and payment of the annual Charter Member dues, except
that a maximum number of two (2) dues-free Life Charter Memberships
may be approved by the Board of Directors in recognition of
exceptional services rendered to the development of Eiffel
technology.
- The qualifications for Regular Membership in NICE shall be
payment of the application fee, if any, approval by the Board of
Directors, and payment of the annual Regular Member fee.
- Section 12.3 Admission of members
- Applicants shall be admitted to membership at any time upon
approval by the Board of Directors of an application submitted to
said Board, payment of application fees, if any, and one year's
dues for the requested membership category. In case the applicant
is an organization, the application shall indicate the name of the
applicant's choice of representative to NICE.
- Section 12.4 Fees, dues and assessments
- The fees for making application to membership in NICE and the
annual dues in each membership category shall fixed by the Board of
Directors.
- Memberships shall be nonassessable.
- Section 12.5 Number of members
- There is no limit on the number of members NICE may admit in
each membership category, subject to the provisions of these
Bylaws.
- Section 12.6 Membership book
- NICE shall keep a membership book containing the name and
address of each Member and the Member's membership category.
Termination of the membership of any Member shall be recorded in
the book, together with the date of termination of such membership.
Such book shall be kept at NICE's principal office and shall be
available for inspection by any Director or Member of NICE during
regular business hours.
- The record of names, addresses and membership category of the
members of NICE shall constitute the membership list of NICE and
shall not be used, in whole or part, by any person for any purpose
not reasonably related to a Member's interest as a Member.
- Section 12.7 Nonliability of members
- A Member of NICE is not, as such, personally liable for the
debts, liabilities, or obligations of NICE.
- Section 12.8 Nontransferability of memberships
- No Member may transfer a membership or any right arising
therefrom. All rights of membership cease upon the Member's
death.
- Section 12.9 Termination of membership
-
- Grounds for Termination. The membership of a Member shall
terminate upon the occurrence of any of the following events:
- Upon Member's notice of such termination delivered to the
President, Chairperson or Secretary of NICE personally or by mail,
such membership to terminate upon the date of delivery of the
notice or date of deposit in the mail.
- Upon a determination by the Board of Directors that the
Member has engaged in conduct materially and seriously prejudicial
to the interests or purposes of NICE. Such determination shall be
taken by a decision of the Board of Directors as provided under
these Bylaws, except that a majority of at least two-thirds of all
Directors shall be required for such determination, and that the
determination shall be signed by all Directors voting in favor of
it.
- Except for dues-free life charter members as provided under
section 12.2, upon a failure to renew membership by paying dues on
or before their due date, such termination to be effective twenty
(20) days after a written notification of delinquency is given
personally or mailed to such Member by the Secretary of NICE. A
Member may avoid such termination by paying the amount of
delinquent dues within a twenty (20)-day period following the
Member's receipt of the written notification of delinquency.
- Procedure for Expulsion. Following the determination that a
Member should be expelled under subparagraph (a)(2) of this
section, the following procedure shall be implemented:
- A notice shall be sent by first-class or registered mail to
the last address of the Member as shown on NICE's records, setting
forth the expulsion and the reasons therefor. Such notice shall be
sent at least fifteen (15) days before the proposed effective date
of the expulsion.
- The Member being expelled shall be given an opportunity to
be heard, either orally or in writing, at a hearing to be held not
less than five (5) days before the effective date of the proposed
expulsion. If the Member is an organization, it shall be
represented at such hearing by the Member's appointed
representative to NICE, or by any other person expressly designated
by the Member for this purpose. The hearing will be held by the
Board of Directors in accordance with the quorum and voting rules
set forth in these Bylaws applicable to the meetings of the Board.
The notice to the Member of his or her proposed expulsion shall
state the date, time, and place of the hearing on his or her
proposed expulsion.
- Following the hearing, the Board of Directors shall decide
whether or not the Member should in fact be expelled, suspended, or
sanctioned in some other way. The decision of the Board shall be
final.
- Any person or organization expelled from NICE shall receive
a refund of dues already paid. The refund shall be pro-rated to
return only the unaccrued balance remaining for the period of the
dues payment.
- Section 12.10 Rights on termination of membership
- All rights of a Member in NICE shall cease on termination of
membership as herein provided.
- Section 12.11 Amendments resulting in the termination of
memberships
- Notwithstanding any other provision of these Bylaws, if any
amendment of the Articles of Incorporation or of the Bylaws of NICE
would result in the termination of all memberships or any class of
memberships, then such amendment or amendments shall be effected
only in accordance with the provisions of Section 5342 of the
California Nonprofit Public Benefit Corporation Law.
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
-
- 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.
- 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.
- 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.
- 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.
- 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.
- 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:
- Removal of Directors or Members
- Filling of vacancies on the Board by Members
- Amending the Articles of Incorporation
- 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:
- A reasonable means of nominating persons for election
as Directors-at-large.
- A reasonable opportunity for a nominee to communicate
to the members the nominee's qualifications and the reasons for the
nominee's candidacy.
- A reasonable opportunity for all nominees to solicit
votes.
- 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:
- 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
- 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.
|
|
|