BYLAWS: SEATTLE CHAPTER
NATIONAL INVESTOR RELATIONS INSTITUTE
ARTICLE I - Purpose
NIRI Seattle 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 Seattle chapter.
Membership in the Seattle 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 Seattle chapter.
Revocation or suspension of membership in the national Institute by the Institute in accordance with the provisions of its bylaws shall automatically constitute revocation or suspension of membership in the Seattle chapter.
ARTICLE III - Organization/Administration
A. Election of Officers
The nominating committee shall mail or fax a slate of candidates in the form of a ballot to all chapter members by May 31. Ballots must be returned to the committee by June 30. 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 next regular meeting of members, by direct correspondence to all chapter members, or by notice in the chapter newsletter, in any event, no later than July 31.
B. Duties of Officers
The officers and their duties shall be:
1) 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 principally responsible for assuring continuing chapter leadership development and orderly officer succession. The president will preside over officers/board meetings, is responsible for development and maintenance of the chapter’s bylaws, will preside over chapter meetings, and will coordinate activities with and among chapter officers. The president is the principal representative of and is principally responsible for the chapter in all matters in the chapter’s dealings and relationships with the national Institute.
2) President-Elect. The president-elect will assist the vice presidents in program planning and membership support. In addition, the president - elect will serve as president in the president’s absence and assist the president as needed.
3) Vice President of Programs. The vice president - programs is responsible for planning, developing and executing all chapter business programs including monthly meetings and any special seminars and events, if such are held. The vice president - programs will determine program topics, arrange for speakers and program publicity, select meeting facilities, reserve space for chapter meetings, arrange the format of the meetings and will notify the chapter communications committee of arrangements (speaker, subject, time, place, etc.) at least three weeks prior to the meeting.
4) Vice President of Membership. The vice president of membership will strive to increase awareness of NIRI within the community and is responsible for developing and executing on-going programs relating to member retention and new member recruitment. Additional responsibilities include:
a) Welcome guests at meetings;
b) Mail information packets to potential members;
c) Coordinate with the chapter communications committee to maintain a current membership list and a mailing list of potential members.
5) Vice President, Treasurer. The 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 officers/board meetings. Additional responsibilities include:
a) Collection of fees at regular chapter meetings;Only the treasurer, president and president-elect of the chapter shall be authorized to sign checks drawn on or otherwise disburse chapter funds held in any depository.
b) Follow-up and collection of luncheon fees from non-attendees who had confirmed attendance;
c) Coordinating the collection of local chapter dues with the National Institute and billing/collecting local dues from members, as appropriate.
6) Vice President of Communications/Secretary. The vice president of communications/secretary is responsible for managing the development, production and distribution of all published communications of the chapter (detailed below) and for the official recording of minutes for all board meeting. Responsibilities include development, production and distribution of:
a) the quarterly newsletter to members;
b) the chapter recruitment brochure;
c) a chapter membership directory on an annual basis, or as needed.
Organizational Structure - Officership Positions. From time to time, additional officership positions may be established and present officership positions may be deleted, combined or separated as to responsibility, so as to reflect the operating needs and objectives of the chapter at any point in time. The president shall be responsible for determining and implementing the organizational structure of chapter operations, giving appropriate consideration to the recommendations of fellow officers and advisory board members.
C. Eligibility for Chapter Officership
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 present and former members of the various chapter committees who, by the service, have achieved managerial and operational experience in chapter affairs.
D. Term of Office
No individual may serve more than two consecutive years in the same officership position, whether by election, appointment, or resumption of office. However, an individual may serve two consecutive year terms in one officership position and then stand for election to a different officership 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 officership position shall count toward and be included in the calculation of the two-year limitation.
Similarly, the year, or any part thereof, in which an immediate past president might otherwise resume, or resumes, the office of president also shall count toward and be included in the calculation of the two-year limitation.
E. Vacancies in Office During the Chapter Year
Subject to the limitations on term of office as provided in Article III D, 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 Seattle area, withdrawal from or failure to maintain good standing as a member of the National Investor Relations Institute, the current president - elect shall assume the office of chapter president and complete the term of office.
In the event that the president - elect is unable or unavailable to assume the presidency, the remaining chapter officers, by simple majority vote, will elect a successor to serve as president for the remainder of the year. In the event of a tie vote among the remaining chapter officers, the advisory directors, at that point only are empowered to vote and break the tie.
In the event that a current chapter officer other than the president is unable to perform or complete the duties of office for any of the reasons listed above, the current chapter president will appoint a successor to serve in that officership position for the remainder of the year, again subject to the provisions of Article III D.
F. Advisory Directors
1) Purpose. The purpose of advisory directors is to serve in an advisory capacity to the president and other officers of the chapter on matters of chapter policy and operations.
2) There shall be no less than three or more than five directors. Each year, one of the advisory directors will be the immediate past chapter president. The nominating committee will appoint all other advisory directors.
Chapter officers elected to office for a given year may not serve concurrently as an appointee of the advisory board for and during that same year. Chapter officers appointed to office during a chapter year may serve concurrently as an appointee on the advisory board for and during that same year, if the appointment to the advisory board preceded the appointment to the officership position. A member of the advisory board may serve concurrently as a member of a chapter committee.
3) Eligibility. Any member of the chapter in good standing is eligible for appointment to the advisory board. However, it is expected that advisory directors normally will be drawn from the ranks of former chapter officers, former committee members and others that have demonstrated managerial and operational experience in chapter affairs.
4) Term of Office. An advisory director serves at the discretion of the chapter president. Therefore, all current year advisory directors are automatically deemed to have submitted their resignation to the outgoing chapter president effective the end of the then current chapter year.
Advisory directors may be reappointed each year at the discretion of the nominating committee and the incoming chapter president.
5) Voting Power. Advisory directors are not elected by the membership. Therefore, except as provided in Article III E, only then current chapter officers have the right to vote on matters of chapter operating policy and procedure, subject to compliance with the provision of these bylaws, and the bylaws and standards of the National Investor Relations Institute.
1) The chapter shall operate a standing committee system 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 operation the talents, ideas and interests of chapter members at all levels of experience.
Chapter officers are collectively responsible for the continuing growth and vitality of the chapter committee system, with special emphasis to be placed on recruiting committee members from the ranks of recent and new chapter members.
2) A nominating committee separate from the standing committees shall be formed each year to nominate officers for the following year. The nominating committee shall nominate not more than three persons for each chapter officership position. Any chapter member in good standing also may be nominated for office by means of petition signed by not less than ten percent of the total number of chapter members in good standing. To be valid, such petition should be presented to the nominating committee no later than May 15. The person or persons so nominated by petition shall automatically constitute one or more of the not more than three persons nominated for each chapter officership position. In the event more than three persons are nominated by valid petition for the same officership position, the nominating committee shall place on the ballot the names of the three nominees having the greatest number of valid signatures on their respective nominating petitions.
The life of the nominating committee automatically terminates coincident to the election of chapter officers for the following chapter year.
3) 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.
H. Chapter Year
For purposes of these bylaws, the term’s year and chapter year are defined to mean a twelve‑month period beginning August 1 and ending July 31.
Regular monthly chapter meetings shall be held not less than six times per year. Special chapter meetings may be held at any time at the discretion of the chapter officers.
Chapter officers and the chapter advisory 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 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.
Officer meetings may be called upon written or verbal notice by the president or a majority of the officers of the chapter. A majority of the officers shall constitute a quorum for the transaction of business and the act of the majority of the officers present at a meeting at which a quorum is present shall be the act of the officers of the chapter.
Annual dues for chapter membership shall be established by the officers of the chapter, and shall be payable with the member’s national dues.
These bylaws may be amended by a majority of chapter members voting. Proposed amendments to the bylaws shall be presented in printed form to the total membership of the organization.