Cleveland / Northern Ohio Chapter Bylaws

Article I/Bylaws and Purpose

Section 1. These bylaws apply to the Cleveland/Northern Ohio chapter of the National Investor Relations Institute (hereinafter called “NIRI”).

Section 2. Purpose. The Chapter will promote the common interest of individuals engaged in the profession of investor relations, will foster high standards of ethical conduct, and will support the objectives of NIRI.

Article II/Membership

Section 1. Qualifications. Membership in the Chapter shall be limited to members of NIRI in good standing.

Section 2. Loss of Membership. Default in the payment of dues by any member for a period of more than 90 days shall result in loss of membership and removal from the membership roster for mailing, fax or email of meeting notifications or other information.

Article III/Dues, Fees and Assessments

Section 1. Annual dues for Chapter membership shall be established by the Chapter Board of Directors and shall be payable upon written notification from NIRI.

Article IV/Meetings of Members

Section 1. Schedule of Meetings. The Board of Directors shall set the schedule for the Chapter's meetings.

Section 2. Annual Meeting. The annual meeting of the members of the Chapter for electing members of its Board of Directors and principal officers, receiving annual reports of officers, committees and transacting other business shall be held during the month of June or at other date designated by the Board of Directors.

Section 3. Special Meetings. Special meetings of the Chapter may be called at any time by the president, any three members of the Board of Directors or upon the written request of 25 percent of the members in good standing of the Chapter.

Section 4. Presiding Officer. At each meeting of the members, the president, or in the president's absence an officer of the Chapter, shall preside.

Section 5. Notice of Meeting. Notice of the time and place of each meeting shall be given to the members personally or by mail, normally not less than 14 days before such meeting. A reminder of the meeting shall be faxed to members a week in advance.

Section 6. A quorum of 25 percent or more of regular members in good standing of the Chapter present in person or by proxy shall constitute a quorum for the transaction of business.

Article V/Board of Directors

Section 1. There shall be a Board of Directors consisting of (a) officers of the Chapter; (b) the immediate past president of the Chapter; (c) a minimum of four Directors chosen at large, all of whom shall be elected annually at the same time as the election of officers takes place.

Section 2. Powers. The Board of Directors shall be the principal governing body of the Chapter and exercise the powers and authorities of the Chapter in the interim between Chapter meetings. It shall appoint such officers and ad hoc committees as may be required from time to time, and shall fill any board or officer vacancy which may occur, subject to ratification by the membership at the next meeting. It shall have power to authorize and approve expenditures by the Chapter. Except with prior written approval by the Board of Directors of NIRI, neither the Chapter nor any officer, agent or committee thereof shall have power to act in the name of NIRI, or to commit NIRI in any way, or to incur any expense or liability chargeable to NIRI.

Section 3. Term of Office. Directors may be re-elected for seven consecutive terms.

Section 4. Meetings. The Board of Directors shall set its own schedule and times of meetings but may meet on the call of the president or any three members of the Board.

Section 5. Notice of Meetings. Notice of meetings of the Board shall be given to all members of the Board personally or by telephone, or mail, or fax not less than 48 hours prior to such meeting.

Section 6. Quorum. A majority of the Board of Directors shall be required to constitute a quorum for transaction of business.

Article VI/Officers

Section 1. The primary officers of the Chapter and their duties shall be:

President: As the principal Chapter officer, the president guides its activities and is responsible for leadership functions that include chairing director and Chapter meetings, appointing committees and representing the Chapter nationally.

Vice President – Programs: Develops and arranges the programs for each regular Chapter meeting with the assistance of other officers and directors and takes principal responsibility for other programs that may be proposed, such as professional development seminars or issue analysis. The vice president-programs also manages the announcement of meetings. He or she is president-elect.

Vice President – Membership: Maintains the membership roster, oversees the contact, recruitment and qualification of new members. The Chapter's roster of paid members is issued by the vice president-membership at an appropriate interval.

Secretary-Treasurer: Handles the accounting for and banking of funds, the recording of events and data sufficient for a brief annual report, and pays chapter bills.

Vice President – Communications: Disseminates press release on the election of officers and directors and the other news, arranges for submitting Chapter to NIRI's IR Update publication, and updates and manages the Chapter web site.

Section 2. Nomination/Election of Officers. The president shall appoint a Nominating Committee in late spring to prepare a slate of officers. This Committee is chaired by the immediate past president and includes three Chapter members, as well as the incumbent president, ex-officio. The Committee will report on its nominees at a meeting prior to the June meeting. Election of the slate, with nominations accepted from the floor, is by majority vote of Chapter members at the June meeting.

Section 3. Term of Office. Each officer of the Chapter shall hold office for one year and until the next annual meeting of the members, or until his/her successor has been elected or appointed. Officers may be re-elected to a second consecutive term.

Section 4. Removal. Any officer or director of the Chapter may be removed at any time with cause by a two-thirds vote of the other members of the Board of Directors at any duly called meeting of the Board, provided that notice of the proposed removal is contained in the notice of such meeting.

Article VII/Amendment

These bylaws may be amended by majority vote of the members of the Chapter at any duly called meeting of the Chapter, provided that written notice of the proposed amendment is included in the notice of such meeting. A copy of any amendment so adopted shall be filed promptly by the secretary with the president of NIRI.

Amended: June 2001

Current as of February 8, 2007 (Patrick Gallagher, board member; past president)


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MISSION STATEMENT

The National Investor Relations Institute is dedicated to advancing the practice of investor relations and the competency and stature of its members.