NIRI Silicone Valley
Bylaws

Amended March 2006

ARTICLE I. PURPOSE

NIRI Silicon Valley (hereafter referred to as 'Chapter') 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 individuals engaged in the profession of investor relations - including IR education, career advancement and peer group communication - and to recognize and support the objectives of the National Investor Relations Institute.

ARTICLE II. MEMBERSHIP

Membership Qualifications
There is a single class of membership in the NIRI Silicon Valley Chapter. Membership in the Chapter shall be open to all members of NIRI National who are in good standing, which desire to be affiliated with the Silicon Valley Chapter, and who agree to pay the prescribed dues of the Chapter. The Chapter recognizes dual-membership; that is, a member may belong to the Silicon Valley Chapter and also to a sister chapter.

Lapsed Membership
Membership in the Chapter will extend ninety (90) days from the time that invoices are issued for the new Chapter year. Unless membership is renewed by dues payment during the aforementioned ninety days, membership status will be considered lapsed.

Individual Membership
Chapter memberships are held in the name of the individual. Memberships are transferable to another company should the person move during the membership year.

Termination of Membership

  • Members of the Chapter who, after being accepted to membership, cease to be a member of NIRI National for any reason shall cease to be members of the Silicon Valley Chapter. This may be overturned only by a specific action of the Board of Directors.

  • Members wishing to resign from the Chapter should notify the VP Membership.

  • Dues must be paid regularly for members to remain "in good standing." Default on dues payment by any member for more than ninety (90) days from date of invoice shall result in termination of membership.

  • 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.

ARTICLE III. BOARD OF DIRECTORS AND OFFICERS - DEFINED

BOARD OF DIRECTORS:
The Board of Directors consists of not more than fourteen (14) members, including eleven (11) Officers and three (3) Directors at Large.

New Board positions can be established by a simple majority vote of the Officers and Directors. In June 1998, the Board approved the addition of two (2) new officer positions (VP Communications and VP Seminars) and established two (2) Program Co-chair positions as accredited members of the Board. In July 1999 the Board approved the addition of a third Director at Large position. In May 2001, the Board approved the addition of a Seminar co-chair position as an accredited member of the Board.

Board member candidates are selected by a Nominating Committee and are elected by the membership in an annual vote held each June (see "Election of Officers"). Any member in good standing with both the Silicon Valley Chapter and with NIRI National may stand for election to the Board.

To be considered as a candidate for President, the member must have served as an Officer on the Board for at least 3 consecutive years and ideally will be a senior representative of the Silicon Valley IR community. The person ideally would have had at least one position in Programs or Seminars and at least one other board role. If so elected, a member may serve in the President role for up to two consecutive years. Each year a President Elect will be nominated for the coming year. The President Elect position shall use the year to learn all aspects of the President's job, thereby ensuring a smooth transition. He or she will take on responsibilities designated by the current President in order to be fully prepared upon taking the office of the President.

If applicable, one of the Directors at Large shall be the immediate past President of the Chapter, should he or she choose to assume the post. Officers serve one-year terms, as do Directors at Large. With each election, the majority of Board members shall be investor relations representatives of publicly held corporations.

No individual may serve more than two consecutive years in the same position, whether by election, appointment, or resumption of office. However, an individual may serve two consecutive year terms in one officer position and then stand for election to a different officer position 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. Any exceptions must receive 51% Board approval as well as NIRI National approval.

Term Limits
Term limits for all Officers were instituted in July 1999, and are considered retroactive for those Board members elected prior to July 1999. No Officer of the Chapter will exceed seven (7) consecutive years of service, including serving as a Director at Large. Term limits were established in order to attract new candidates to the Board and keep programming and ideas fresh and current.

OFFICERS:
The Officers of the Chapter shall be:

  • President

  • Vice President/Communications

  • Vice President/Membership

  • Vice President/Professional Development

  • Vice President/Programs

  • Vice President/Secretary

  • Vice President/Seminars

  • Vice President/Treasurer

  • Program Co-chairs (2)

  • Seminar Co-chair

ARTICLE IV. ELECTION OF THE BOARD OF DIRECTORS AND OFFICERS

A Nominating Committee consisting of at least three members, including both the outgoing and incoming President shall be appointed annually by the President, subject to majority approval by the Board. This committee will serve to nominate candidates for the Board of Directors and candidates for election as Officers for the ensuing Chapter year. The nominating committee may call upon the membership for suggestions and recommendations. In a timely manner prior to the Annual Meeting, the Nominating Committee shall file with the Vice President/Secretary a list of the nominees for election. The VP/Secretary shall record the nominees on a ballot. At least two weeks prior to the meeting date, the VP/Secretary shall email the ballot and notice of the Annual Meeting to all Chapter members. This notice shall include the provision that additional nominations (write-ins) may be made. Ballots may be returned to the VP/Secretary prior to the Chapter's Annual Meeting, or they may be voted on at the Annual Meeting. Newly elected officers should be immediately advised so that they are prepared to participate in planning for the ensuing year. The election results will be announced by the standing President at the Annual Meeting of members in June.

Annual Meeting
The Annual Meeting of the members of the Chapter for the election of its Board and Officers, and for the transaction of other business shall be held in June, at such date, place and hour as designated by the Board of Directors.

Notice of Annual Meeting
Notice of the time and place of each Annual Meeting shall be given to the members personally or by email at least two (2) weeks before such meeting occurs.

Vote
Each member of the Chapter in good standing shall be entitled to vote in person or by official proxy at all meetings, to hold office and to participate in all Chapter affairs.

Quorum
Fifty percent plus one or more members of the Chapter present in person or by official proxy shall constitute a quorum for the transaction of business. If less than a quorum is present at any Annual Meeting that has been duly called, a new meeting date shall be set. A simple majority (half plus one) of Directors at Large and Officers present in person or by proxy shall constitute a quorum for transaction of business at Board meetings. All Directors at Large and Officers shall be notified of Board meetings at least five days in advance of the meeting.

Vacancies
If for any reason a Director at Large or Officer of the Chapter cannot complete the term of office designated, a successor may be elected by the Board of Directors to serve until the term expires.

Removal of Officers or Directors
Any Officer or Director at Large of the Chapter may be removed at any time 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. Removal of Directors, while rare, can occur for lack of participation, failure to maintain an active membership status, breach of ethics or other such causes.

ARTICLE V. Duties of Officers and Directors

Officers and Directors at Large of the Chapter shall have the following duties and responsibilities:

  • President - The President is the chief executive officer of the Chapter and is responsible for providing overall leadership and direction of Chapter affairs. The President is principally responsible 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 the National Investor Relations Institute. The President may appoint such committees as the Board of Directors has approved, and may delegate to other officers duties in addition to those specified in these Bylaws.

  • Vice President/Communications - The VP/Communications has principal responsibility for ensuring a consistent, two-way dialog with the membership. The VP/Communications will employ the latest services and technologies to ensure that members are notified in a timely and effective manner regarding Chapter meetings and other special events. In addition, the VP/Communications will manage the development and maintenance of the Chapter Web site, including the supervision of the Webmaster and management of the Chapter's job bank.

  • Vice President/Membership - The VP/Membership is responsible for the recruiting of new members to the Chapter and for maintaining membership records. The VP/Membership will publicize Chapter services to both members and non-members to create awareness of the benefits of membership at both local and national levels. The VP/Membership will update and distribute membership materials via the Chapter web site and at monthly Chapter meetings, including NIRI literature and membership forms. Additionally, the VP/Membership will coordinate with NIRI National to ensure timely updating of Chapter membership records, as well as identify member prospects. The VP/Membership will maintain membership information on the Chapter web site as well as the volunteer list for use by Board members.

  • Vice President/Professional Development - The VP/Professional Development shall work as a liaison between the Silicon Valley Chapter and other professional groups and societies to establish relationships, joint programs, and educational opportunities (i.e. mentor programs) for Chapter members, scholarship programs and an expanded sense of community. To address the continuing educational needs of all members of the Chapter, the VP/Professional Development shall have the responsibility to seek out and further educational opportunities with both sister chapters and universities. This may include initiating contact with local universities to encourage their sponsoring an Investor Relations program, as well as developing or guiding curriculum. The VP/Professional Development shall be the primary source of communication for the Chapter regarding university and continuing education programs already in existence, and how best to access them.

  • Vice President/Programs - The VP/Programs shall drive the development and execution of all monthly Chapter programs (excluding seminars and conferences, which are the responsibility of the VP/Seminars). The VP/Programs shall drive the format and agenda for each Chapter meeting, soliciting ideas from the Board of Directors (and other members) and gaining the Board's final approval on selected topics. The VP/Programs shall select the meeting site, with input and guidance from the Board. The VP/Programs shall arrange for speakers, either contacting them directly or asking another Board member to do so. Once the speaker is confirmed, the VP/Programs shall prepare and distribute the meeting notices via the VP/Communications electronically. The VP/Programs shall work with the Program Coordinators to manage room reservations, catering and registration, and will manage the vendor Tabletop Spotlight Program. The VP/Programs will welcome and introduce speakers, and will thank the speaker with a closing gift and follow-up letter. The VP/Programs shall review each meeting's outcome, and summarize this information for the Board to promote awareness and quality control. While the lead programs contact, the VP/Programs will work with the Programs Co-Chairs, delegating throughout the Chapter year, responsibility for the activities mentioned above.

  • Program Co-chair - The Program Co-chairs are principally responsible for the successful execution of monthly Chapter Meetings. Duties include:

    • Accept reservations for Chapter meetings, conferences and other events

    • Notify the hotel regarding expected attendance

    • Work with VP/Programs on room logistics and catering

    • Prepare name badges and other check-in materials

    • Register attendees at each meeting or conference

    • Reconcile collections against advance reservations

    • Mail collections to the VP/Treasurer. Provide information to the Treasurer on no-shows and those individuals that may need to be billed for the meeting.

    • Prepare and distribute a monthly program report to the Board of Directors

  • Vice President/Secretary - The VP/Secretary is the recorder of all Chapter records. The VP/Secretary shall record all monthly Board meetings, special Board meetings (as necessary), and the Chapter Annual Meeting. The VP/Secretary will prepare minutes from of each Board meeting, and issue these minutes to all Board members for their review and approval. The VP/Secretary will maintain a file of all approved Board minutes, and make them available to current Board members on request. The VP/Secretary will also maintain all other Chapter records, including Bylaws, and copies of surveys, Chapter meeting notices, conference brochures, and other reports that may be presented at monthly Board meetings. The VP/Secretary will also take the lead role on any member surveys conducted during the Chapter year.

  • Vice President/Seminars - The VP/Seminars is responsible for the Chapter's full-day Spring Seminar. Historically this event has provided a comprehensive analysis and discussion of key IR themes. The VP/Seminars is responsible for driving seminar activity, for coordinating Board member, vendor and participant support, and for assigning all tactical responsibilities. The VP/Seminars is the principal liaison with hotel catering for the event. He or she will also coordinate Board planning sessions to determine the seminar venue, theme and agenda and conduct publicity and manage the invitations for each event. VP/Seminars will manage or direct the management of event registration, badges, and fee collection and work with the VP/Treasurer on a preliminary budget, post-event collections and a final financial accounting for each event. While the lead seminar contact, the VP/Seminars will work with the Seminars Co-Chair, delegating as appropriate, responsibilities for the activities mentioned above.

  • Seminar Co-chair - The Seminar Co-chair is principally responsible for the successful execution of the Annual Spring Seminar in conjunction with the VP Seminars (See "VP/Seminars").

  • Vice President/Treasurer - The VP/Treasurer is responsible for maintaining an accurate accounting of the Chapter's income, expenses, and profitability. The VP/Treasurer will maintain the Chapter's bank account and post office box, and will make recommendations to the Board regarding billing, collections, and investment. The VP/Treasurer will submit to the rest of the Board monthly statements of profit and loss, and will coordinate with the VP/Membership, VP/Programs and VP/Seminars to ensure good fiscal management for all Chapter events. The Chapter President will hold secondary signature authority.

  • Director at Large - The Director at Large is a key advisor to the Board and an active participant in ongoing Board and Chapter activities. Directors at Large must have previously served in an Officer position on the Board for at least four (4) consecutive years, have a specific assignment to serve on the Board and must attend the monthly Board meetings. Along with the President, the Director at Large defines his/her specific assignment for the year and will frequently volunteer to assume other tactical responsibilities for projects or other Board work. The Directors at Large will vote on all Board matters, and will lend their expertise to Board work and other Chapter and community interactions. The Directors at large are also responsible for the annual national award submissions.

ARTICLE VI. BOARD OF DIRECTORS MEETINGS

Board meetings will be held once per month at an established date and time. This date and time will 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. It is encouraged to participate via conference call if a Board member is unable to attend in person and mandatory to review the board minutes if a Board member was unable to attend. Board members should strive to attend 75% or better of the board meetings (in person or by phone) and 50% or more of the monthly member meetings.

If the VP Secretary is unable to attend a meeting, the Secretary has the responsibility to recruit a Board member or an outside administrative assistant to serve as a 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. The cost of these Special Board Meetings or Conference Calls will be borne by the Chapter. All Board members are encouraged to attend these meetings whenever possible.

ARTICLE VII. DUES

The Board of Directors shall establish annual dues for Chapter membership each year. The Board will announce dues for the coming fiscal year to the members no later than November 15th of the prior year. In addition, the Board will set fees to members for all regular and special meetings and events as considered necessary.

In October 1998 the Silicon Valley Chapter Board approved the transition of dues invoicing and collection from the Chapter to NIRI National. As of January 1, 1999, Silicon Valley Chapter dues will be billed through NIRI National on a "member anniversary" basis. Dues income will be sent from NIRI National to the Chapter, along with dues reports indicating paid and non-paid status.

ARTICLE VIII. REIMBUREMENT POLICY

The Chapter will reimburse all approved Chapter related costs, with receipts. Each Board member will be reimbursed 50% of the NIRI National Annual Conference registration fee. Two (2) Board members will be reimbursed for registration, airline and hotel costs associated with the Annual Leadership meeting.

ARTICLE VIIII. RATIFICATION AND AMENDMENT OF BYLAWS

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.