The NICE Bylaws

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

1. Grounds for Termination. The membership of a Member shall terminate upon the occurrence of any of the following events:
   1. 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.
   2. 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.
   3. 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.
2. 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:
   1. 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.
   2. 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.
   3. 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.
   4. 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.