National Investor Relations Institute Boston Chapter By-laws

ARTICLE I – Purpose

  1. NIRI Boston is a non-profit professional organization functioning as a chapter of the National Investor Relations Institute. Its purpose is to promote the common interests of persons engaged in the profession of investor relations in accordance with the objectives of the National Institute. Such objectives, code of ethics, and other standards established by the National Institute shall be supported and adhered to by the Boston Chapter.

ARTICLE II – Membership

  1. Membership in the Boston chapter shall be limited to members in good standing of the National Institute who are in compliance with its rules and regulations and who have paid membership dues to the Boston chapter.

  2. Revocation or suspension of membership in the National Institute by the Institute in accordance with the provisions of its by-laws shall automatically constitute revocation or suspension of membership in the Boston chapter.

  3. The Board of Directors will have the power to suspend or withdraw the privilege of membership in the Chapter or take other appropriate disciplinary action with regard to a member if this action is approved by at least two-thirds of the members of the Board.

  4. Lapsed Membership – Members may remain members of the Chapter for a period no longer than three months from the issuance date of dues invoices.

  5. Individual Memberships – Chapter memberships are held in the name of the individual, not the individual's company.

ARTICLE III – Organization/Administration

  1. Election of Officers and Directors – The Board of Directors shall present a slate of candidates in the form of a ballot, distributed to all chapter members at least four weeks prior to the Annual Meeting. Ballots must be returned prior to the Chapter's Annual Meeting. The newly elected officers and directors shall be advised immediately thereafter, so that they will be prepared to participate in planning for the ensuing chapter year. The election results will be announced by the standing president at the Annual Meeting of members in June.

  2. Duties of Officers – The officers and their duties are outlined below. Some of these duties may be handled by NIRI National, chapter committees, or outsourced, but the designated officer will retain overall responsibility for their oversight to assure that all are accomplished in a timely and satisfactory manner.

    1. President – The president is the senior executive officer of the chapter and is responsible for providing overall leadership and direction of chapter affairs. He or she shall preside over chapter and Board of Directors' meetings, is responsible for development and maintenance of the chapter's by-laws, 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 the National Institute.

    2. President Designate (President Elect) – The president designate is the person expected to be nominated for the position of Chapter President for the following year. He or she shall preside over chapter and board of directors’ meetings in the absence of the chapter president. He or she will work closely with the chapter president to ensure coordination of activities with and among chapter officers. The President Designate is determined by a majority vote of the Board of Directors prior to the Annual Meeting in June.

    3. Treasurer – The treasurer is responsible for maintaining the sound financial condition of the chapter and for the receipt and disbursement of chapter funds. He or she shall maintain bank records and provide financial reports at Board of Directors' meetings and, along with the president of the chapter, shall be authorized to sign checks drawn on or otherwise disburse chapter funds held in any depository. The treasurer will serve as a member of the Audit Committee. Additional responsibilities are outlined in Appendix A, Section I.

    4. Secretary – The secretary is responsible for recording meeting minutes for all chapter board meetings. The secretary role may be combined with an additional Board position or it may function as a separate position. The secretary will also be involved in administering the annual election process. Additional responsibilities are outlined in Appendix A, Section II.

    5. Program Chair – The program chair has overall responsibility for the planning, development and execution of ten monthly meetings each year, to be held from September through June, as outlined in Appendix A, Section III.

    6. Membership and Hospitality Chair – The membership and hospitality chair is responsible for developing and executing programs relating to membership retention and new member recruitment. Additional responsibilities are outlined in Appendix A, Section IV.

    7. Sponsorship Chair – The sponsorship chair is responsible for establishing and maintaining relationships with current and prospective chapter sponsors.

    8. Marketing and Communications Chair – The marketing and communications chair is responsible for the overall publicity and communications of the chapter. Additional responsibilities are outlined in Appendix A, Section V.

    9. Organizational Structure-Officer Positions – 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 Directors.

  3. Eligibility for Board – Any member of the chapter in good standing is eligible to stand for election as a Director of the chapter. It is expected that first-time candidates for Director 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. A minimum of 12 Directors will serve on the Board, and the majority of those members should be individuals who are investor relations practitioners of publicly held corporations. This limit is to be taken into consideration in the election of new board members, but does not affect the status of current members of the Board in good standing who change jobs.

  4. Nomination – Directors will be nominated by the Nominating Committee as outlined in Article III, Section H, Chapter Committees.

  5. Term of Office – Each year a slate of individuals as nominated by the Nominating Committee, approved by the full Board of Directors and elected by the Membership will join the Board of Directors for a term of four years. The standing Board of Directors will be made up of at least 12 members as well as Honorary Directors as discussed in Article III, Section G.

    The members of the Board of Directors will be nominated to various officer and committee membership positions as discussed under Article III, Section H, Chapter Committees.

    No individual may serve more than two consecutive years in the same office, whether by election, appointment, or resumption of office. However, an individual may serve two consecutive year terms in one office and then stand for election to a different office, again, for not more than two consecutive year terms.

    For purposes of the two-year 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-year limitation.

  6. Vacancies in Office During the Chapter Year – Subject to the limitations on term of office as provided in Article III, Section E, and eligibility requirements as provided in Article III, Section C, the Board of Directors may appoint a replacement, should an officer be unable to fulfill his or her duties. A replacement board member will be expected to complete the remainder of the term of their predecessor as long as the applicable remaining term is one year or longer. To the extent that a replacement board member takes over a vacancy with a remaining term of less than one year, such replacement board member will start a new four-year term of service.

    To fill the vacancy left by the person who advanced to the office of President, the Board may appoint another director or officer to that position. In the event that an officer (other than the President) or director is unable to fulfill his or her duties, the Board may appoint another member to complete the term of office.

  7. Extending Service to the Board – At the conclusion of any term of service, the President of the Board may request that any Board member extend his or her term for up to an additional three years, which extension of service shall be approved by the Board and elected by the Membership in the normal course.

  8. Honorary Directors

    1. Eligibility – Any chapter member in good standing who has previously held the position of Chairman of the National Institute.

    2. Purpose – The purpose of the honorary directors is to serve in an advisory capacity to the directors of the chapter on matters of chapter policy and operations.

    3. Participation – The honorary directors shall meet with the directors at their regular meetings.

    4. Term of Office – Honorary directors may serve at their discretion for as many years as they wish. They do not stand for election.

    5. Voting Power – As these directors serve only in an advisory capacity, they do not carry a vote as a director.

  9. Chapter Committees

    1. Nominating Committee – The Nominating Committee is responsible for assuring continuing chapter leadership development and orderly officer succession. This committee will determine the appropriate nominees annually for the Board of Directors, officer positions and the Finance, Nominating and Special Events Committees in accordance with the eligibility requirements outlined within the Chapter's By-laws. Such nominations will be made before the last full Board of Directors meeting preceding the mailing of ballots as required elsewhere herein.

      The Nominating Committee will be composed of at least three members. It is recommended that, if practicable, a majority of members be in their second, third and fourth year of their term on the Board of Directors, respectively, and that one of the members be the President Designate (President Elect).

    2. Audit Committee – The Audit Committee is responsible for overseeing the Chapter's sound financial condition. Specific duties include:

      1. Review of budgeting and forecasting by the Treasurer.

      2. Consideration of an annual audit of the Chapter's financial records.

      3. Making periodic recommendations to the full Board of Directors for changes in annual dues, meeting fees and/or sponsorship fees.

      Membership of the Audit Committee will be composed of three members of which the Treasurer is one. The Treasurer is specifically exempted from any role in the Audit function other than providing all records requested and cooperating with those persons responsible for the audit.

      The Nominating Committee is responsible for determining the appropriate person to recommend to the full Board of Directors for the remaining two seats on the Audit Committee. The Nominating Committee should promote for nomination those members of the Board of Directors with seniority and continuity that are most familiar with the Chapter's finances from past years' membership on the Board of Directors.

    3. The chapter may operate other 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 her or his office.

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

    5. Ad hoc 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.

  10. Chapter Year – For purposes of these by-laws, the terms "'year" and "chapter year" are defined to mean the 12 months beginning and ending with the Annual Meeting in June.

  11. Voting Authority – To be enacted, issues subject to Board of Directors' vote must receive the favorable vote of a simple majority of 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 ten times per year. Special chapter meetings may be held at any time at the discretion of the Board of Directors.

Chapter Directors shall meet together at least four times per year for the purpose of planning chapter activities and conducting chapter business. The first meeting of the Board of Directors 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 of Directors meetings may be called upon written or verbal notice by the president or a majority of the Directors of the chapter. A majority of the Directors shall constitute a quorum for the transaction of business and the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors of the chapter.

ARTICLE V – Dues

Annual dues for chapter membership shall be established by the Board of Directors of the chapter, and shall be payable immediately upon receipt of invoice.

ARTICLE VI – Amendments

These by-laws may be amended by a simple majority of chapter members voting. Proposed amendments to the by-laws shall be presented in printed form to the total membership of the organization. A copy of any amendment shall be filed promptly with the National Institute.

Appendix A

  1. Treasurer

    1. Administration and Managing of Finances

      1. Collect and reconcile membership dues with NIRI National

      2. Account for receipt and disbursements (meetings, membership, etc.)

      3. Forecast cash availability

      4. Report annually to NIRI National

      5. Report to Chapter Board at board meetings

  2. Secretary

    1. Secretarial Duties

      1. Compile minutes of Board meetings

      2. Administer annual election process

      3. Oversee the maintenance of Board documents

  3. Program

    1. Meeting Management

      1. Reserve room at meeting site

      2. Coordinate meeting logistics (meeting numbers, menu, AV. etc.)

      3. Assist in procuring speaker's gifts

    2. Program Development

      1. Oversee annual program planning session, developing program ideas

      2. Coordinate and direct program meeting development teams

      3. Recruit speakers

      4. Coordinate speaker A/V and travel requirements

      5. Prepare and distribute meeting notices

      6. Oversee program surveys

      7. Present speaker gifts
  4. Membership and Hospitality

    1. Current Membership Maintenance

      1. Monitor membership renewals and develop membership retention program

      2. Ensure the availability of an online membership directory

    2. New Membership Recruiting

      1. Develop initiatives to increase membership

      2. Develop programs to welcome new members

  5. Marketing and Communications

    1. Draft and distribute monthly event invitations

    2. Newsletter

      1. Draft and distribute quarterly newsletter

    3. Chapter Marketing and Communications

      1. Publicity for Chapter officers and activities
      2. Develop and maintain web-based communications including niriboston.org, the Chapter’s LinkedIn group and Twitter.