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The NICE Bylaws
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
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