ByLaws

CHAPTER BY-LAWS
NATIONAL INVESTOR RELATIONS INSTITUTE
LOS ANGELES CHAPTER BY-LAWS

  1. Name. NIRI – Los Angeles (hereafter referred to as "Chapter") is a non-profit professional organization functioning as a regional division of the National Investor Relations Institute ("NIRI").
  2. Territory and Location. The Chapter will operate and serve members within the territory approved by NIRI, and its Principal Office will be located in such place as determined by the Chapter's Board of Directors.
  3. Purposes. The Chapter shall promote the common interests of individuals engaged in the profession of investor relations ("IR") - including IR education, career advancement and peer group communication - and to recognize and support the objectives of the National Investor Relations Institute. Such objectives, code of ethics, and other standards established by the National Institute shall be supported and adhered to by the Chapter. All provisions of the NIRI national by-laws and policies shall govern the conduct of the Chapter, unless otherwise stated specifically in these by-laws.
  4. Restrictions. All policies and activities of the Chapter are consistent with:
    1. Applicable federal, state and local antitrust, trade regulation or other requirements; and
    2. Applicable to tax-exemption requirements imposed on NIRI, including the requirements that the Chapter be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
  1. Membership Eligibility.
    1. Membership in the Chapter shall be open to all members of NIRI National who are in good standing, who are in compliance with its rules and regulations, and who have paid the prescribed membership dues of the Chapter.
    2. Chapter memberships are held in the name of the individual and are not transferrable.
    3. Revocation or suspension of membership by NIRI National, in accordance with the provisions of its bylaws, shall automatically constitute revocation or suspension of membership in the Chapter.
  2. Regular Membership. Regular voting membership is limited to qualified individuals who pay applicable dues established by the Board of Directors.

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  3. Resignation. A member may resign by submitting a written resignation; resignation does not relieve a member from liability for the full annual dues or other obligations accrued and unpaid as of the date of resignation.
  4. Expulsion. A member is automatically expelled without action of the Board of Directors for failure to pay applicable dues for more than 90 days, or failure to meet the eligibility requirements for membership. A member may be expelled by the Board of Directors for other reasons if the member is provided with advance written notice including the reason for the proposed expulsion, an opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board's decision.
  1. Membership Meetings. Meetings of the membership are held at least 4 times per year, at times and places determined by the Board of Directors.
  2. Notice. Notice of membership meetings is provided to voting members at least 10 days before the meetings by postal or other delivery, facsimile, e-mail, or any other electronic means.
  3. Voting. Whenever the members must vote on a matter under these Bylaws or otherwise, this section will apply. Voting at membership meetings may be in person or by proxy with each voting member having a single vote. A majority of the members voting in person or by proxy where a quorum is present carries an action. Members may vote without a meeting in elections or on any matter presented by the Board of Directors where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, e-mail, or any other electronic means. A quorum for membership voting is 25 percent of the voting members.
  1. Organizational Structure
    The Board of Directors consists of Officers and Advisors/Directors-at-Large that include but are not limited to the following:
    • President
    • Program Chair
    • Treasurer

    Officer positions may be established and existing officer positions may be deleted, combined or separated as to responsibility, so as to reflect the current operating needs and objectives of the Chapter. The president shall be responsible for determining and implementing the organizational structure of chapter operations. Changes as described above must be approved by a simple majority vote of the Officers and Directors. The offices of Secretary and Treasurer may be combined and held by the same person at the discretion of the Board of Directors. However, the office of President shall not be held by the same person who holds the office of Secretary or Treasurer (or both).

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  2. Eligibility for Chapter Officer
    Any member in good standing (member with both the Chapter and with NIRI National) and at least 21 years of age may stand for election to the Board. It is expected that first-time candidates for officer positions will normally be drawn from the ranks of active members of the Chapter, who, by their service, have gained managerial and operational experience in chapter affairs and/or are respected for their experience in the profession. With each election, at least 50 percent of Board members shall be drawn from the Chapter's corporate membership base.

    To be considered as a candidate for Chapter President, the member must have served as an Officer on the Board for at least two (2) years.

    One member of the Board shall be the immediate past President of the Chapter.

    Officers elected to the Board of the Los Angeles Chapter will be elected on an annual basis and elected officers will serve a two-year term, as do Advisors/Directors-at-Large.

  3. Selection of Board Members
    Board member candidates are selected by a Nominating Committee, which is named by the President, and are elected by the membership in an annual vote held no later than June of an election year (see "Election of Officers", Article IV, section A.).
  4. Term Limits
    No individual shall serve more than two consecutive terms in the same position, whether by election, appointment, or resumption of office. However, an individual may serve two consecutive terms in one officer position and then stand for election to a different officer position again for not more than two consecutive terms. For purposes of the two-term limitation on term of office, the year or any part thereof, in which any officer is appointed, rather than elected, to the officer position shall count toward and be included in the calculation of the two-term limitation.
  5. Changes to items A-D above must be approved by a simple majority vote of the Officers and Directors.
  1. The nominating committee shall distribute a slate of candidates in the form of a ballot to all chapter members on or about March 31. Ballots must be returned to the committee on or about April 15. The newly elected officers shall be advised immediately thereafter, in order that they will be prepared to participate appropriately in planning for the ensuing chapter year. The election results will be announced by the current president at the regular meeting of members in April, by direct correspondence to all chapter members or by notice in the chapter newsletter, in any event, no later than April 30.
  2. Vacancies
    If for any reason an Officer of the Chapter cannot complete the term of office designated, a successor may be appointed by the Board of Directors to serve until the term expires. In the event the office of President becomes vacant, the Board if Directors shall appoint an Officer to assume the office of chapter President and complete the term of office.
  3. Removal of Officers or Directors
    Any Officer or Advisors/Director-at-Large of the Chapter may be removed at any time for misconduct, including a violation of the NIRI code of ethics, or neglect of duty in office, by a vote of at least two- thirds of the Board of Directors (present or by proxy). This may be done at any duly called meeting of the Board, provided that notice of the proposed removal is contained in the notice of such meeting.

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Following are the duties and responsibilities for the positions as Officers or Advisors/Directors-at-Large that the Chapter may elect to fill:

  1. President – The President is the senior executive officer of the Chapter and is responsible for providing leadership and direction of Chapter affairs. The President is principally responsible for assuring continuing Chapter leadership development and orderly officer succession. In addition, the President shall preside over the Board meetings and over Chapter meetings; shall coordinate activities with and among Chapter officers; shall be responsible for development and maintenance of the Chapter's bylaws; and shall be primarily responsible for development of the Chapter's professional relationships. The President is the principal representative of the Chapter in all matters related to its dealings and relationship with the National Investor Relations Institute and serves as liaison with NIRI National to update National on Chapter activities.
  2. Communications Chair – The Communications Chair has principal responsibility for ensuring a consistent, two-way dialog with the membership. In addition, the Communications Chair is responsible for developing and executing communications plans to strive to increase the awareness of NIRI within the community.

    Additional responsibilities might include:

    1. Utilize the most effective means to communicate with the Chapter's audiences (members and non- members), employing the latest services and technologies to distribute Chapter announcements and meeting notices.
    2. Working with the Program Chair, distribute Chapter event notices to Chapter lists. Publicize Chapter events in local and trade press.
    3. Prepare newsletter to accompany meeting notices and for distribution at Chapter events.
    4. Prepare and distribute Board Meeting minutes.
    5. Maintain notebook with minutes from all Board meetings and other Chapter communications.
    6. Develop and maintain a Chapter web site presence.
    7. Maintain up-to-date electronic copy Chapter letterhead and distribute to Board members.
  3. Membership Chair – The Membership Chair is responsible for developing and executing ongoing programs relating to membership retention and new member recruitment.

    Additional responsibilities might include:

    1. Publicize Chapter services to both members and non-members to create awareness of the benefits of membership at both local and national levels.
    2. Maintain the most up-to-date distribution lists for members and non-members.
    3. Working with the President, develop and maintain a contact list of potential new members and community friends.
    4. Alert those members whose dues have lapsed.
    5. Review monthly membership and prospect reports from NIRI National.
      • Update Chapter distribution lists as needed. Initiate contact with prospects.
      • Report status at Board meetings.
      • oordinate with NIRI National to ensure timely updating of Chapter membership records, as well as identifying member prospects.
    6. Develop and distribute NIRI information packages.
    7. Develop and execute a new member welcome program (i.e. letter, Chapter information).
    8. Ensure that membership information is available at each chapter event. Attend each Chapter event, or designate a Membership Chair representative.
    9. Organize a Chapter phone tree for prospecting and meeting reminders.
  4. Program Chair – The Program Chair is responsible for planning, developing and executing all Chapter programs, including meetings and any special events. The Chair shall, in conjunction with the Board and with other volunteers as appropriate, determine program topics, arrange for speakers (either contacting them directly or asking another Board member to do so), arrange the format of the meetings (speaker, subject, time, place, etc.) and disseminate the Chapter event notice. The Chapter event notice
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    is to be distributed at least three weeks prior to the event and followed by distribution of a second notice one week prior to the event.

    Additional responsibilities include:

    1. Select the site for chapter meetings, with advice and guidance from the Board.
    2. Overseeing meeting room setup and logistics, including audio/visual needs.
    3. Sleeping room accommodations, as needed.
    4. Selection of food/beverage to be served.
    5. Advising host facility of number of attendees in accordance with the host's requirements.
    6. Overseeing the acceptance of reservations for Chapter events
    7. Overseeing the management of the registration desk at Chapter events.
    8. Preparing nametags for each attendee.
    9. Preparing a list of actual attendees.
    10. Overseeing the collection of fees and the delivery to attendees of receipts as needed.
    11. Overseeing the reconciliation of collections and forward all event payments to Treasurer for deposit into account. Also, provide information to Treasurer on non-attendees and anyone else that must be billed for the event.
    12. Working closely with Membership Chair to ensure that prospective new members are identified and appropriately welcomed to the Chapter.
    13. Ensuring that handouts are available and distributed, as appropriate, at each event (i.e. meeting feedback evaluations, surveys, speaker materials, information request forms).
    14. Maintaining a notebook with information of each Chapter event, including copy of invitation, list of attendees and meeting outcomes report.
    15. Selecting and purchase speaker gifts and other Chapter gifts, as needed, with advice and guidance from Board.
    16. Sending follow-up thank you letter to speakers.
  5. Treasurer – The Treasurer is responsible for maintaining the sound financial position of the Chapter, for the receipt and disbursement of Chapter funds, and for meeting the tax and regulatory filing obligations of the Chapter as a non-profit organization. The Treasurer shall maintain an accurate accounting of the Chapter's income, expenses and profitability. The Treasurer will maintain the Chapter's bank account and will make recommendations to the Board regarding billing, collect ions and investments. The Treasurer will provide the Board with monthly statements of profit and loss and will coordinate with the Program Chair to ensure good fiscal management for all Chapter events. The Treasurer and the President of the Chapter shall be authorized to sign checks drawn or otherwise disburse Chapter funds held in any depository. The Treasurer will follow-up with and collect fees from non-attendees who had confirmed attendance to Chapter events.

    Additional responsibilities include:

    1. Ensuring the Collection of fees for Chapter events from Program Chair.
    2. Coordinating the collection of local Chapter dues with the National Investor Relations Institute and the Chapter's Professional Development Chair, as appropriate.
    3. Preparing annual chapter operating budget.
    4. Maintaining and managing the Chapter's checking and other bank accounts, including event fee payment accounts and systems.
    5. Reporting to the Board and the President, on a periodic basis, of the financial condition of the Chapter.
    6. Submitting annual financial summary to NIRI National as required.
    7. Ensuring that the Chapter is in compliance with tax and other governmental filing requirements.
    8. Ensuring that expenditures of more than $1,000 are approved by the President before Chapter funds are disbursed.
  6. Advisors/Directors-at-Large – The Advisors/Directors-at-Large are key advisors to the Board and the Chapter on matters of Chapter policy and operations. As active participants in ongoing Board and Chapter activities, he/she must attend the Board meetings and have a specific assignment to serve on the Board. In addition Advisors/Directors-at-Large are responsible for guiding the short and long-term
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    growth of the Chapter. He or she, in conjunction with the Board, will drive the development of objectives and goals to meet the investor education needs of the membership.

Along with the President, Advisors/Directors-at-Large define their specific assignment for the year and will frequently volunteer to assume other tactical responsibilities for projects or other Board work. The Advisors/Directors-at-Large will vote on all Board matters and will lend their expertise to Board work and other Chapter and community interactions.

Board meetings will be held at least quarterly at an established date and time, either in person or by telephone conference call. This date and time may be approved by the Board at the beginning of the Chapter year and will be consistent throughout the year to allow for improved planning and attendance.

Board members who are not able to attend a Board Meeting should convey their written agenda items to a Board member designate, and notify the President regarding the nature of these items so they can be included in the formal Board Meeting Agenda. This should be done no later than five (5) days in advance of the Board meeting, thus allowing the attending Board members to address all outstanding issues on a timely basis.

If the Communications Chair is unable to attend a meeting, then he/she should assign a Board member designate to record notes. This will ensure a record of each meeting and decisions reached at that meeting. Written minutes should be distributed to all Board members before the next scheduled Board meeting.

The Board may agree to hold Special Board Meetings to address critical or time-consuming issues. Likewise, the President may convene short Conference Calls for this same purpose. All Board members are encouraged to attend these meetings whenever possible.

Removal. A Director may be removed by (a) two-thirds of the members voting where a quorum is present, or (b) three-quarters of the full Board of Directors, with the Director proposed to be removed not voting. If the Director proposed to be removed is provided with advance written notice including the reason for the proposed removal, the Director must have an opportunity to contest the proposed removal in writing or in person, and final written notice of the removal decision. A Director may resign at any time by providing written notice to the Board of Directors. Any removal or resignation of a person as a Director, where such person is also an Officer of the Chapter, automatically results in that person's removal or resignation as an Officer.

The chapter may operate standing or ad hoc committees organized on a functional basis and chaired by the officer responsible for that function. Each officer has the power to appoint a committee to assist in carrying out the responsibilities of office.

The strategic objectives of the committee system are to foster chapter leadership development and succession, while its operational objectives are to involve in chapter operations the talents, ideas and interest of chapter members with all levels of experience.

Committees may be formed, disbanded or restructured for any business purpose to support chapter operation, subject to and under the direction of the chapter officers.

  1. Dues. The Board of Directors shall establish annual dues for membership for each fiscal year, January 1 to December 31. The Board will announce any increases in the amount of dues for the coming fiscal year
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    to the members no later than November 15th of the prior year. The Board will set fees to members for all regular and special meetings and events as considered necessary.

    NIRI National is designated to handle the transaction of dues invoicing and collection for the Chapter. NIRI National will mail invoices on a rotating basis depending on the individual date of membership renewal. Dues income will be sent monthly from NIRI National to the Chapter, along with dues reports indicating paid and non-paid status.
  2. Chapter year. For purposes of these bylaws, the terms "year" and "chapter year" are defined to mean the twelve "12" months beginning and ending with the Annual Meeting in June.
  3. Charter. The Chapter, its Officers, Directors, and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by NIRI.
  4. Books and Records. The Chapter must keep books and records of its financial accounts, meeting minutes, and membership list (with names and addresses) at its Principal Office. The Chapter will make those books and records available to NIRI at any time.
  5. Fiscal Year. The fiscal year of the Chapter is the calendar year.
  6. Annual Report to NIRI. The Chapter will submit an Annual Report to NIRI by February 15 of each year that includes the Chapter's Financial Report, and any other document or report required by NIRI.
  7. Contracts. The Board of Directors may authorize any Director, Officer, agent or employee, to enter into or execute any contract on behalf of the Chapter. However, without such authorization, no person has the power or authority to bind the Chapter under any contract or agreement, to pledge the Chapter's credit, or to render the Chapter liable for any purpose or amount.
  8. Conflict-of-Interest Policy. The Board of Directors shall adopt a conflict-of-interest policy and annual disclosure process that applies to all Officers and Directors of the Chapter.
  9. Assets of Chapter and Dissolution. No member of the Chapter has any right, title, or interest in or to the Chapter's assets. Should the Chapter liquidate, dissolve or terminate in any way, all assets remaining after paying the Chapter's debts and obligations must be transferred from the Chapter's bank account to NIRI (as such assets are at all times the property of NIRI). In no event may any assets inure to the benefit of or be distributed to any member, Director, Officer, or employee of the Chapter.

These Bylaws will be ratified and may be amended by a majority vote of the Board of Directors (present or by proxy) at any meeting of the Board. Changes become effective when ratified by two-thirds vote of the members of the Board (present or by proxy) at any meeting called for that purpose.

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