Chapter Bylaws

Article I - Name

This organization shall be known as the National Investor Relations Institute of Central Ohio, a fully charged, non-profit chapter of the National Investor Relations Institute.

Article II - Mission Statement

The mission of the National Investor Relations Institute of Central Ohio is to provide educational meetings and opportunities for its members, to enhance their career development and provide a forum to share ideas and help its member companies develop sound strategies to improve the practice of investor relations.

Article III - Membership

1. Membership in the National Investor Relations Institute of Central Ohio shall be limited to members in good standing of the National Investor Relations Institute who are in compliance with its rules and regulations and who have paid membership dues to the Central Ohio chapter.
2. Revocation or suspension of membership in the National investor Relations Institute by the Institute in accordance with the provisions of its by-laws shall automatically constitute revocation or suspension of membership in the Central Ohio chapter.
3. Lapsed Membership – Members may remain members of the chapter for a period of no more than three months from the issuance date of dues invoices.
4. Individual Memberships – Chapter memberships are held in the name of the individual.
5. The chapter may in the future decide to issue different classifications of membership, subject to the national by-laws, such as student, retired or associate member.

Article IV - Dues

1. Annual chapter dues are currently at $25, which includes the cost of four local meetings. Dues will be billed by National Investor Relations Institute. Dues will be set by the board at the beginning of each program year.

As part of its organizing efforts, the chapter raised $3,300 in founding dues from member organizations. These dues will be used to sustain chapter activities and defray certain startup costs.

2. The chapter’s fiscal year begins July 1 and ends June 30.
3. At the discretion of the board, the chapter may decide, by a majority vote, to reimburse the president or an appointed designate the expenses of representing the chapter at the National Conference.

Article V - Officers and Directors

1. Officers and directors will be elected every year at the last regularly scheduled meeting of the fiscal year. The positions are: President, Vice President, Programs Chair, Membership Chair, Treasurer and Secretary.
2. Duties of Officers
1. The President is the senior executive officer of the chapter and is responsible for providing overall leadership and direction of chapter affairs. Among his or her duties are coordinating activities among the other officers, ensuring that meetings and activities are appropriate, maintain and uphold the by-laws of the chapter and presiding over chapter meetings. The President is the principal representative of the chapter in all matters related to its dealings and relationships with the National Investor Relations Institute and is the chief spokesperson for the chapter in all other matters.
2. The Vice President shall serve as the acting senior executive officer of the chapter in the President’s absence. He/she will assist the President in providing overall chapter leadership and direction.
3. The Program Chair is responsible for planning, developing and executing all chapter programs, including regular meetings and special events. He/she will develop programs with the guidance of the board of directors and with the input of the annual survey of members. He/she will explore opportunities to develop joint programs with all other professional organizations and other NIRI chapters.
4. The Membership Chair is charged with developing the awareness of the local and national organization within the community and among other professional organizations, academic institutions and corporations, devising programs to retain and increase membership and otherwise facilitate membership benefits. Other responsibilities include:
1. Alerting members whose dues have lapsed.
2. Soliciting new members as deemed appropriate.
3. Publishing and distributing a chapter member directory annually.
5. The Treasurer shall collect fees and dues as required and shall be authorized to sign checks drawn or otherwise disburse chapter funds, report on the chapter’s financial condition, prepare the annual report to NIRI as required and maintain the chapter’s financial and bank records.
6. The Assistant Treasurer shall perform all of the duties of Treasurer in the Treasurer’s absence or inability to complete his or her functions.
7. The Secretary maintains the chapter’s records, keeps the minutes of all board meetings, maintains the chapter’s roster and is responsible for sending out meeting notices in conjunction with the Program Chair.

3. Organizational Structure
   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.

4. Eligibility for Chapter Officer
   To be eligible to be an officer, an individual must be a member in good standing of NIRI and the NIRI of Central Ohio. Officers will serve a term of one year.

5. Nominations
   A Nominating Committee, composed of at least, but not limited to, three members of the board, will assemble a slate of officers to be elected at the general meeting. Members are encouraged to alert officers or directors of their interest in serving as a chapter officer. Nominations also will be encouraged from the floor.

6. Term of Office
   No individual may serve more than three consecutive one-year terms in the same officer position, whether by election, appointment or resumption of office. However, an individual may serve three consecutive year terms in one office position and then stand for election in a different position.

7. Vacancies in Office During the Chapter Year
   In the event of the inability of the President, for any reason, to fulfill his or her duties, the Vice President shall assume the duties of President for the remainder of the term. In the event of the inability of the Vice President to assume the position of President, the board, by a majority of the board members present, shall appoint a member of the chapter to assume the duties of President.

Any other vacancies that appear among the officers shall be filled by the board of directors.

8. Removal from Office
   In the event the board believes an officer has failed to perform his or her duties, including missing three consecutive meetings, that individual must be informed and given a warning of failure to perform by the President or a non-officer member of the board. The President or non-officer board member must first have prior approval from the majority of the 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 the officer 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 officer must be informed that a vote will be taken and that the officer does have the right to address the board prior to the vote for removal.

In the event an individual is removed from the board, the by-laws regarding Vacancies in Office shall apply.

9. Board of Directors
   The board of directors shall consist of the officers outlined in Article V, Chapter A, and three directors at large.

10. Directors-at-Large
    The three directors-at-large shall be voting members, shall provide guidance and counsel to the officers, shall participate in the governance of the chapter and shall represent the interests of the members. One director-at-large position shall be reserved for the immediate past president. Two directors-at-large positions shall be elected from among the membership.

1. Eligibility
   Any chapter member in good standing is eligible for one of the two open directorships.

2. Term of Office
   The term of office shall be for one year and terms shall be non-consecutive.

3. Nominations
   Directors-at-large shall be nominated by the same committee that will nominate officers, per Article V, Chapter E.

4. Vacancies in Office
   If a standing director is unable to complete his or her term, the board may appoint a successor from among the chapter members.

11. Committees
1. The chapter may operate 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 office.
2. Committees may be formed, disbanded or reconstructed for any business purpose to support chapter operations, subject to and under the direction of, the chapter officers.

Article VI - Meetings

This chapter shall hold at least four general membership meetings during its fiscal year. Special chapter meetings may be held at any time at the discretion of the chapter officers.

Chapter officers and directors-at-large shall meet at least six times per year to plan chapter activities and conduct chapter business. Board meetings may be called upon with written or verbal notice of the President or a majority of the officers and directors of the chapter. A majority of the officers and directors shall constitute a quorum for the transaction of business and the act of the majority of the officers and directors present at the meeting at which a quorum is present shall be the act of the officers and board of the chapter.

Article VII - Amendments

These by-laws may be amended by a two-thirds majority of the chapter’s board of directors, subject to a majority of the voting members at the next regular scheduled meeting. A copy of the amendment shall be filed promptly with the National Investor Relations Institute.