[NICE: The Nonprofit International Consortium for Eiffel]

The NICE Bylaws

Articles: 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | all | toc

Table of Contents

Article 1: Offices
1.1 Executive committee
1.2 Change of address
1.3 Other offices
Article 2: Purposes
2.1 Preamble
2.2 Specific objectives
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
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
Article 5: Committees
5.1 Executive committee
5.2 Technical Committees
5.3 Other committees
5.4 Meetings and action of committees
Article 6: Execution Of Instruments, Deposits and Funds
6.1 Execution of instruments
6.2 Checks and notes
6.3 Deposits
6.4 Gifts
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
Article 8: Fiscal year of NICE
8.1 Fiscal year of NICE
Article 9: Amendment of Bylaws
9.1 Amendment
Article 10: Amendment of Articles
10.1 Amendment of articles before admission of members
10.2 Certain amendments
Article 11: Prohibition against sharing Corporate Profits and Assets
11.1 Prohibition against sharing corporate profits and assets
Article 12: Members
12.1 Determination and rights of members
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
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