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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provisions of this Section shall be superseded by any conflicting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.
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