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