NATIONAL INVESTOR RELATIONS INSTITUTE
Revision Date: 05-26-2021
Amended and Approved: 05-26-2021
ARTICLE I ~ Purpose
The Philadelphia Chapter of National Investor Relations Institute (NIRI Philadelphia) is a non-profit professional organization functioning as a chapter of the National Investor Relations Institute (NIRI National), which is headquartered in Vienna, VA. Its purpose is to promote the common interests of persons engaged in the profession of investor relations in accordance with the objectives of NIRI National. Such objectives, code of ethics, and other standards established by NIRI National shall be supported and adhered to by the Philadelphia Chapter.
ARTICLE II ~ Membership
A. Membership in the Philadelphia Chapter shall be limited to members in good standing of NIRI National who are in compliance with its rules and regulations and who have paid membership dues to both NIRI National and the Philadelphia Chapter.
B. Revocation or suspension of membership in NIRI National by that organization in accordance with the provisions of its bylaws shall automatically constitute revocation or suspension of membership in the Philadelphia Chapter.
C. Lapsed membership - Members may remain members of the Chapter for a period no longer than three (3) months from the date of issue of dues invoices.
D. Individual Memberships - Chapter memberships are held in the name of the individual. Memberships are transferable with that member to another company should the person move during the membership year.
ARTICLE III ~ Organization/Administration
Election of Officers and Directors - The Board shall mail a slate of candidates in the form of a ballot to all chapter members at least four (4) weeks prior to the Annual Meeting. Ballots must be returned to the Secretary-Treasurer or other officer(s) as directed, prior to the Chapter's Annual Meeting. The vote for Directors and Officers will pass by a simple majority of all votes received. The newly-elected officers shall be advised immediately thereafter, so that they will be prepared to participate in planning for the ensuing chapter year. The standing president will announce the results at the Annual Meeting of members, traditionally held in June.
Duties of Officers - The officers and their duties shall be:
President – The president is the senior executive officer of the Chapter and is responsible for providing overall leadership and direction of Chapter affairs. The president is responsible principally for assuring continuing Chapter leadership development and orderly officer succession. The president shall preside over Board meetings, is responsible for development and maintenance of the Chapter's bylaws, shall preside over Chapter meetings, and shall coordinate activities with and among Chapter officers. The president is the principal representative of the Chapter in all matters related to its dealings and relationships with NIRI National.
Executive Vice President – The Executive Vice President’s primary role is to learn all aspects of the President's job, thereby ensuring a smooth transition, as he or she shall automatically become President following their current term. He or she will assume additional responsibilities designated by the President to help with various activities of the Chapter. They will also perform other duties designated by the President in order to be fully prepared to take over the office of the President. As President-Elect, he or she shall, in the absence of the President, perform the duties and exercise the powers of the President. The Executive Vice President shall also perform such other duties as the Board of Directors and/or the President may assign.
Vice President, Programs – The Vice President of Programs is responsible for overseeing the planning, development, and execution of all Chapter programs, including monthly meetings and any special seminars or other events. He or she shall, in conjunction with the Board, determine program topics, arrange for speakers and program publicity, arrange the format of the meetings, coordinate with the Chapter secretary or other Chapter officers regarding arrangements (speaker, subject, time, place, etc.) and arrange for the preparation and dissemination of the Chapter meeting notices, approximately three weeks prior to each meeting.
Vice President, Membership – The Vice President of Membership will strive to increase awareness of the Chapter within the local Investor Relations community and is responsible for developing and executing ongoing programs relating to membership retention and new member recruitment.
Additional responsibilities include:
- Recruit new Chapter members.
- Collaborate with the national Chapter on developing methods of recruitment and retention.
- Maintain a current list of membership and prospective members.
- Publish and distribute annually a Chapter membership directory.
- Inform all current members and prospective members of benefits of a Chapter membership.
Vice President, Member Relations – The Vice President of Member Relations will work closely with the Vice President of Membership to retain Chapter members by raising awareness of ongoing Chapter benefits.
Additional responsibilities include:
- Contact members whose dues have lapsed to conserve their membership.
- Inform current members of upcoming events and solicit feedback on future events.
- Promote networking among current Chapter members.
Vice President, Treasurer – The Vice President, Treasurer is responsible for maintaining the sound financial position of the Chapter and for the receipt and disbursement of Chapter funds. The treasurer shall maintain bank records and provide financial reports at Board meetings. The Treasurer and the President of the Chapter shall be authorized to sign checks drawn on or otherwise disburse Chapter funds held in any depository. The term for the Treasurer may not exceed two (2) consecutive years in order to ensure oversight of the Chapter’s funds and good corporate governance.
Additional responsibilities include:
- Purchase speaker and other Chapter gifts, as needed, with advice and guidance from the Board.
- Coordinate the collection of local Chapter dues with the NIRI National, Secretary of the Board and Vice President of Membership, as appropriate.
- Prepare an annual reconciliation for NIRI National and the auditors.
Vice President, Marketing – The Vice President, Marketing is responsible for publicity regarding Chapter events (including contact with the local media as appropriate) and Chapter members. He or she is also responsible for the preparation and dissemination of relevant materials to membership. The Vice President of Marketing shall aggressively promote the Chapter's programs and other activities or Chapter information to appropriate audiences beyond the scope of the Chapter's members. He or she will work closely with other Board members and will employ the latest services and technologies to ensure that members are notified in a timely and effective manner regarding Chapter meetings, seminars and other special events.
Vice President, Communications – The Vice President of Communications is responsible for ensuring a consistent, two-way dialog with the membership. He or she shall take notes at all Chapter meetings and share such notes with other Board members for review and approval before disseminating broadly to Chapter members. He/She shall work closely with the Vice President of Member Relations to coordinate communication trees and channels with Board members and Chapter members to increase Chapter meeting attendance and engagement. The Vice President, Communications shall maintain a relationship with sponsors to ensure they are receiving the expected benefits and to maintain their sponsorship. He or she shall work closely with the Secretary of the Board to ensure the communications on the Chapter web site are updated and maintained appropriately.
Vice President, Technology – The Vice President of Technology is responsible for researching new technology and, when feasible, will introduce new technologies to membership through Chapter trial. The Vice President of Technology will work closely with the Secretary of the Board to ensure accurate functionality of the Chapter website. He or she will explore new technologies for the Chapter use, such as video conferencing or other virtual platforms and shall be responsible for coordinating and overseeing such technologies while used during Chapter meetings. The Vice President of Technology shall take photos at Chapter meetings and events for use on the website and social media.
Advisory Committee – The Advisory Committee, comprised of all former NIRI Philadelphia Chapter Presidents, will primarily serve in a support role to the Board with regard to Chapter business. Advisory Committee members are encouraged to attend Board meetings, but are not subject to attendance requirements and do not have a vote on the Board of Directors.
Secretary of the Board – The Secretary of the Board is the recorder of all Chapter records. He or she shall record all monthly Board meetings and special Board meetings (as necessary). The Secretary of the Board will prepare minutes of each Board meeting and issue these minutes to all Board members for their review and approval. He or she will maintain a file of all approved Board minutes and make them available to current Board members on request. He or she will also maintain all other Chapter records, including Bylaws and copies of surveys, Chapter meeting notices, and other reports that may be presented at monthly Board meetings. The Secretary of the Board shall perform such other duties as the Board of Directors shall prescribe.
Organizational Structure - Officer positions may be established and existing offices 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. All such changes must be approved by a simple majority vote of the officers and directors.
Eligibility for Chapter Officer - Any member of the chapter in good standing is eligible to stand for election as an officer of the chapter. It is expected that first-time candidates for officer positions normally will be drawn from the ranks of active members of the chapter, who, by that service, have gained managerial and operational experience in chapter affairs and/or are respected for their experience in the profession.
Nomination - Officers will be nominated by a committee that will include at least, but not limited to, three members of the standing officers and directors, as determined by the president. Members are encouraged to alert the officers of their interest in becoming a candidate for officer.
Term of Office – An individual may serve no more than two consecutive years in the same chapter officer position, whether by election, appointment, or resumption of office. However, an individual may serve two consecutive year terms in one position and then stand for election to a different officer position, again for not more than two consecutive year terms. If an individual is appointed mid-term to fill a vacancy, that partial year shall not be counted in the two-year term as defined. An exception to the above two-year rule may be made if an individual who has served for two consecutive years in the same chapter office wishes to stand for re-election to the same office with the unanimous consent of the chapter officers and directors.
Vacancies in Office During the Chapter Year - Subject to the limitations on term of office as provided in Article III E, in the event that the current chapter president is unable to perform or complete the duties of office because of death, incapacity, departure from the Delaware Valley area, withdrawal from or failure to maintain good standing as a member of the National Investor Relations Institute, the standing president-elect shall assume the office of chapter president and complete the term of office. After the president, the president-elect is the senior person of the officer group, as defined by length of service as a chapter officer under the current schedule of succession. Length of service only includes continuous service as a chapter officer; i.e., years previously served prior to the current appointment do not count for this purpose.
To fill the vacancy left by the person who advanced to the office of president, the Board may appoint another member to that position or, if the Board desires, the person next in line in length of service should be designated to fill the vacancy. In the event the officer who holds the most years of service is unable to fi1l the office of president, then the office will be filled by the officer with the next longest term of service.
In the event that an officer (other than president) is unable to fulfill his or her duties, then either: a) the person next in line in length of service will advance to fill the vacancy, or b) the Board may appoint another member to the position.
G. Board of Directors
1. Purpose - The board of directors shall consist of not less than three (3) and not more than eight (8) individuals. Directors are required to provide guidance and counsel to the officers, and to participate fully in the governance of the chapter.
2. Eligibility - Any member in good standing may be elected. Directors are intended to be drawn from that pool of individuals who, by nature of their experience in the profession, are widely regarded by the membership on issues related to investor relations.
3. Term of Office - Two of the director positions are reserved for the immediate past chapter presidents, who are invited (not elected) to serve for a two-year term immediately following their presidency. Other director positions serve for one-year terms, with no specified limit, but individuals nominated for these positions must stand for election annually. Exception: The term for the Treasurer may not exceed two (2) consecutive years in order to ensure oversight of the chapter’s funds and good corporate governance.
4. Nomination - Directors will be nominated by a committee that will include at least, but not be limited to, three members of the standing officers and directors, as determined by the president. Chapter members are encouraged to alert the officers of their interest in becoming a candidate for director, although candidates preferably will have served as a chapter officer.
5. Voting Power - Directors carry full voting powers equal to that of the officers.
6. Vacancies in Office during Chapter Year - In the event that a standing director leaves office during the chapter year, the Board may appoint a successor from the ranks of the chapter membership. If one (or more) of the former chapter presidents’ leaves, then his or her replacement shall be appointed by the Board to fill out that term. That person will be classified as a director-at-large and shall stand for election during each year that the departed president would have held office as a director.
H. Honorary Directors
1. Eligibility - Any chapter member in good standing who has previously held the position of Chairman of NIRI National.
2. Purpose - The purpose of the honorary directors is to serve in an advisory capacity to the officers and directors of the chapter on matters of chapter policy and operations. As such, they shall meet with the directors and officers at their regular meetings.
3. Term of Office - Honorary directors may serve at their discretion for as many years as they wish. They do not stand for election.
4. Voting Power - These directors serve only in an advisory capacity and therefore do not carry a vote as a director.
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 objective of the committee system is to foster chapter leadership development and succession. Its operational objectives are to involve in chapter operations the talents, ideas and interests of chapter members with all levels of experience.
Committees may be formed, disbanded or restructured for any business
purpose to support chapter operations, subject to and under the direction of the chapter officers.
J. Chapter Year - For purposes of these bylaws, the terms year and chapter year are defined to mean the 12 months beginning and ending with the Annual Meeting, traditionally held in June.
K. Succession - The normal and anticipated, but not required, succession of responsibilities leading to the chapter presidency would include a minimum of one full-year term in each of two officer positions.
L. Voting Authority - To be enacted, issues subject to board vote must receive the favorable vote of a simple majority of officers and directors, to the extent that a quorum as defined in Article IV exists. Votes put to the general membership must receive the favorable vote of a simple majority of voting members for approval.
ARTICLE IV ~ Meetings
Regular monthly chapter meetings shall be held not less than seven (7) times per year. Special chapter meetings maybe held at any time at the discretion of the chapter officers.
Chapter officers and directors shall meet at least four times per year either in person or by telephone, for the purpose of planning chapter activities and conducting chapter business. The first meeting of officers and advisory board members should be held within 45 days following the beginning of the new chapter year, to assure an orderly and efficient transition in chapter operations from one administration to the next.
Board meetings may be called upon written or verbal notice by the president or a majority of the officers and directors of the chapter. A majority of the officers and directors shall constitute a quorum for the transaction of business and the act of the majority of the officers and directors present at a meeting at which a quorum is present shall be the act of the officers and directors of the chapter.
ARTICLE V ~ Dues
Annual dues for chapter membership shall be established by the officers and directors of the chapter, and shall be payable immediately upon receipt of invoice. NIRI National will issue invoices for chapter dues in conjunction with its issuance of annual dues invoices for NIRI National.
ARTICLE VI ~ Amendments
These bylaws may be amended by a simple majority of chapter members voting. Proposed amendments to the bylaws shall be presented in printed form to the total membership of the organization. A copy of that amendment shall be filed promptly with the National office of NIRI.
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