The following bylaws and regulations govern the conduct of the affairs of the Charlotte Chapter of the National Investor Relations Institute (NIRI). Revised August 1, 2017.

ARTICLE I - Purpose

The Charlotte Chapter (the Chapter) is a non-profit professional organization representing NIRI, a professional association of corporate officers and investor relations consultants responsible for communication among corporate management, shareholders, securities analysts and other financial community constituents. Its purpose is to promote the common interest of persons engaged in the investor relations profession in accordance with the objectives of NIRI. Such objectives, code of ethics and other standards established by NIRI shall be supported and adhered to by the Chapter.

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ARTICLE II - Membership

  1. Membership in the Chapter shall be limited to members in good standing of NIRI who are in compliance with its rules and regulations, and who have paid membership dues to the Chapter.
  2. Revocation or suspension of membership in NIRI in accordance with the provisions of its bylaws shall automatically constitute revocation or suspension of membership in the Chapter.
  3. Lapsed membership: Failure to pay chapter dues within one month from the membership expiration date will result in the loss of Chapter membership.
  4. Individual memberships: chapter memberships are held in the name of the individual and transferable with the individual in the case of a change in employment. Memberships are non-transferrable to another individual without consent from NIRI.
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ARTICLE III - Officers

  1. Election of Officers and Directors. Commencing in April each calendar year, the Board shall solicit nominations from Chapter members for required open Board positions. Following the conclusion of the two-week “nomination period”, the Membership Chair shall email a slate of candidates in the form of a ballot to all chapter members. The “election period” shall last two weeks and ballots must be returned to the Membership Chair. Failure to return a ballot results in voting in favor of the Membership Chair’s recommendations. 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 election results will be announced by the standing president and posted to the Chapter website.
  2. 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. He or she shall preside over chapter and Board of Directors' meetings, is responsible for development and maintenance of the chapter's bylaws, 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 NIRI.
    2. Program Chair. The Program Chair is responsible for planning, developing and executing all chapter programs, and recruiting and managing the program committee. The Program Chair and committee shall: determine program topics; arrange for speakers; determine the format of the meetings; and in conjunction with the communications chair, coordinate sponsor and facility arrangements (speaker, subject, time, place, etc.), and preparation and timely distribution of chapter meeting notices. The Program Chair shall serve as the “President Elect” through the current Presidential tenure, and will be automatically nominated as the next chapter President. If the Program Chair elects to pass on the Chapter presidency, the Board of Directors will nominate a successor with a two-thirds majority required.
    3. Membership Chair. The membership chair is responsible for developing and executing ongoing membership programs, focusing specifically on membership retention and new member recruitment. Additional responsibilities of the membership chair include: coordinate event participation with the program chair; in conjunction with NIRI, maintain a current membership list and a mailing list of potential members; develop and manage member surveys; alert members whose dues have lapsed; provide NIRI packets to potential members, as well as, identify potential member companies; publish and distribute a chapter membership directory.
    4. 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 manage cash resources and accounts, and provide financial reports at the Board meetings. The Treasurer and the President of the chapter shall be authorized to sign checks drawn or otherwise disburse chapter funds held in any depository. Additional responsibilities of the Treasurer include: collect event receipts, including no-shows; coordinate invoicing and collection of chapter dues with NIRI; and manage all account receivables/payables (vendor fees, facility charges, reimbursements, etc.).
    5. Communications Chair. The Communications Chair is responsible for the overall publicity and communications of the chapter, including responsibility for drafting and distributing monthly event invitations, chapter newsletter, and related communications to chapter members. The Communications Chair also should be responsible for developing and maintaining web-based communications, including those through the chapter website.
  3. Organizational Structure - Officer Positions. Officer positions may be established and existing officer positions may be deleted, combined or separated as to responsibility, to reflect the operating needs and objectives of the chapter. The President shall be responsible for determining and implementing the organizational structure of chapter operations. In an effort to insure that the chapter remains focused on serving the needs of its corporate members, at least two-thirds of the board must be drawn from the chapter’s corporate membership base. Changes as described above must be approved by a majority of the officers and directors.
  4. 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 or whose IR experience and expertise would provide significant benefits to the Board.
  5. Term of Office. No individual may serve more than two consecutive one- year terms in the same officer position, whether by election, appointment or resumption of office. However, an individual may serve two consecutive terms in one officer position and then stand for election to a different officer position, again, for not more than two consecutive one-year terms.
    For purposes of the two-year limitation on term of office, the year of any part thereof, in which any officer is appointed, rather than elected, to an officer 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 resumes the office of President shall count toward and be included in 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 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 Chapter area, or withdrawal from or failure to maintain good standing as a member of NIRI, the then 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 member 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 advances 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 fill the office of president, then the officer with the next longest term of service will fill the office.
    In the event that any officer (other than the president) is unable to fulfill their 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.
  7. Removal from the Board. In the event the Board believes an individual has failed to perform his or her duties, that individual must be informed and given a warning of failure to perform by the president. The president must first have prior approval from the majority of Board members before informing the individual of the Board’s decision to issue a warning. If, after a period of no less than two weeks and no more than 60 days, the Board believes that individual has continued to neglect his or her responsibilities, a vote may be called to remove that individual from the Board. A two-thirds majority is required to remove an individual from the Board. Prior to the vote, the individual must be informed that a vote will be taken and that individual does have the right to address the Board prior to the vote for removal.
  8. In the event an individual is removed from the Board, the bylaws regarding “Vacancies in Office” shall apply.
  9. Directors-At-Large
    1. Purpose - The directors-at-large are required to provide guidance and counsel to the officers, and participate fully in the governance of the chapter. The chapter’s Board will appoint a minimum of one and a maximum of three directors-at-large, one of which will be the immediate past chapter President.
    2. Eligibility - The Board may appoint any member in good standing as a NIRI National and chapter member as a director-at-large. Directors will be drawn from that pool of individuals who, by nature of their experience in the profession, are widely regarded by the membership as experts on issues related to investor relations.
    3. Term of Office - One of the director-at-large positions shall be reserved for the immediate past chapter president, who does not stand for election. A minimum of two of the remaining director-at-large positions serves for one-year, non-consecutive terms.
    4. Nomination - Directors-at-large 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 director-at-large.
    5. Voting Power - Directors-at-large have full voting powers equal to that of the officers.
    6. Vacancies in Office during Chapter Year - In the event that a standing director-at-large leaves office during the chapter year, the Board may appoint a successor from the ranks of the chapter membership. If the former president leaves office, then the replacement president shall be appointed by the Board to complete the outstanding term. That person will be classified as a director-at-large and shall stand for appointment during each year that the departed president would have held office as a director-at-large.
  10. Honorary Directors.
    1. Eligibility - Any chapter member in good standing is eligible.
    2. Purpose - honorary directors shall serve in an advisory capacity to the officers and directors of the chapter on matters of chapter policy and operations.
    3. Participation - The honorary directors shall meet with the directors and officers at the Board’s annual planning meetings in January and August.
    4. Term of Office - Honorary directors may serve at the discretion of the Board for an unlimited number of terms. They do not stand for election. The Board will review and re-appoint each honorary director seat annually.
    5. Voting Power - These directors serve only in an advisory capacity and therefore do not carry a vote as a director.
  11. Chapter Year. For purposes of these bylaws, the terms “year” and “chapter year” are defined to mean the 12 months beginning July 1 and ending June 30.
  12. Succession. The normal and anticipated, but not required, succession of officers leading to the Presidency generally follows the following progression, beginning with the program chair, and successively moving to the offices of treasurer, membership, and communications chair.
  13. Voting Authority. To be approved, matters subject to Board vote must receive the affirmative vote of a majority of the officers and directors present and voting at a meeting of the Board at which a quorum is present. Votes put to the general membership must receive the affirmative vote of a majority of the members casting votes for approval.
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ARTICLE IV - Meetings

Chapter events shall be held at least five times per year. Events shall include, but not limited to, breakfast/lunch/dinner presentations with a guest speaker, the annual holiday celebration, and other chapter-sponsored networking events. Special chapter meetings may be held at any time at the discretion of the Board.

Chapter events are open to both chapter members and non-chapter members. Chapter members shall be granted free admission through the payment of their annual chapter membership fee. Non-chapter members will be required to pay an attendance fee that shall be determined by the Program Chair, Treasurer and Chapter President. Unless specifically granted by the program chair and treasurer, all guests of both members and non-members will be required to pay the said “attendance fee”. Furthermore, for all events that require monetary payment based on headcount, all attendees shall be held accountable for their attendance. For any attendee that provides an RSVP to the program chair for a Chapter event, a minimum of 72 hours’ notice must be provided to the Program Chair if they will not be present. If sufficient notice is not provided, the attendee shall be responsible for payment of the “attendance fee”. Payment will be collected by the chapter Treasurer.

Chapter officers and directors-at-large shall meet together at least two 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.

Board meetings may be called upon by 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 holding office at the time of the meetings shall constitute a quorum for the transaction of business, and the act of the majority of the officers and Board of the chapter.

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ARTICLE V - Dues

The officers and directors of the chapter shall establish annual dues for chapter membership.

A portion of the chapter’s dues will be used to offset, if necessary, the president’s registration fee for the NIRI Annual Conference to enable the president, or a delegate selected by the President, to represent the chapter at the chapter Officers Meeting. Dues may also be used to help offset the expenses incurred to send the President, Program Chair or other officer selected by the Board, to the annual fall Leadership Meeting at the NIRI National headquarters. At the discretion of the Board, the Treasury may cover other expenses incurred at both the Annual Conference and the fall Leadership Meeting.

Dues may be used for other purposes at the discretion of the Board.

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ARTICLE VI - Amendments

These bylaws may be amended by a majority of chapter members voting. Proposed amendments to the bylaws shall be presented in electronic or printed form to the total membership of the organization. A copy of that amendment shall be filed promptly with NIRI National.

Prepared by: The NIRI Charlotte Chapter Board of Directors
Certified by: Kevin Powers, Chapter President

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