[NICE: The Nonprofit International Consortium for Eiffel]

The NICE Bylaws

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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:
  1. 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.
  2. 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.
  3. 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.
  4. 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:
  1. 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.
  2. 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.
  3. 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.
  1. The assets and liabilities, including the trust funds, of NICE as of the end of the fiscal year.
  2. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
  3. The revenue or receipts of NICE, both unrestricted and restricted to particular purposes, for the fiscal year.
  4. The expenses or disbursements of NICE, for both general and restricted purposes, during the fiscal year.
  5. 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:
  1. Any Director or officer of NICE, or its parent or subsidiary (a mere common Directorship shall not be considered a material financial interest); or
  2. 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.
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