Chapter By-Laws

1. Name. NIRI – Los Angeles (hereafter referred to as "Chapter") is a non-profit professional organization functioning as a regional division of the National Investor Relations Institute ("NIRI").
2. Territory and Location. The Chapter will operate and serve members within the territory approved by NIRI, and its Principal Office will be located in such place as determined by the Chapter's Board of Directors.
3. Purposes. The Chapter shall promote the common interests of individuals engaged in the profession of investor relations ("IR") - including IR education, career advancement and peer group communication - and to recognize and support the objectives of the National Investor Relations Institute. Such objectives, code of ethics, and other standards established by the National Institute shall be supported and adhered to by the Chapter. All provisions of the NIRI national by-laws and policies shall govern the conduct of the Chapter, unless otherwise stated specifically in these by-laws.
4. Restrictions. All policies and activities of the Chapter are consistent with:
   1. Applicable federal, state and local antitrust, trade regulation or other requirements; and
   2. Applicable to tax-exemption requirements imposed on NIRI, including the requirements that the Chapter be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

1. Membership Eligibility.
   1. Membership in the Chapter shall be open to all members of NIRI National who are in good standing, who are in compliance with its rules and regulations, and who have paid the prescribed membership dues of the Chapter.
   2. Chapter memberships are held in the name of the individual and are not transferrable.
   3. Revocation or suspension of membership by NIRI National, in accordance with the provisions of its bylaws, shall automatically constitute revocation or suspension of membership in the Chapter.
2. Regular Membership. Regular voting membership is limited to qualified individuals who pay applicable dues established by the Board of Directors.

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3. Resignation. A member may resign by submitting a written resignation; resignation does not relieve a member from liability for the full annual dues or other obligations accrued and unpaid as of the date of resignation.
4. Expulsion. A member is automatically expelled without action of the Board of Directors for failure to pay applicable dues for more than 90 days, or failure to meet the eligibility requirements for membership. A member may be expelled by the Board of Directors for other reasons if the member is provided with advance written notice including the reason for the proposed expulsion, an opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board's decision.

1. Membership Meetings. Meetings of the membership are held at least 4 times per year, at times and places determined by the Board of Directors.
2. Notice. Notice of membership meetings is provided to voting members at least 10 days before the meetings by postal or other delivery, facsimile, e-mail, or any other electronic means.
3. Voting. Whenever the members must vote on a matter under these Bylaws or otherwise, this section will apply. Voting at membership meetings may be in person or by proxy with each voting member having a single vote. A majority of the members voting in person or by proxy where a quorum is present carries an action. Members may vote without a meeting in elections or on any matter presented by the Board of Directors where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, e-mail, or any other electronic means. A quorum for membership voting is 25 percent of the voting members.

1. Organizational Structure
   The Board of Directors consists of Officers and Advisors/Directors-at-Large that include but are not limited to the following:
   • President
   • Program Chair
   • Treasurer

   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. Changes as described above must be approved by a simple majority vote of the Officers and Directors. The offices of Secretary and Treasurer may be combined and held by the same person at the discretion of the Board of Directors. However, the office of President shall not be held by the same person who holds the office of Secretary or Treasurer (or both).

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2. Eligibility for Chapter Officer
   Any member in good standing (member with both the Chapter and with NIRI National) and at least 21 years of age may stand for election to the Board. It is expected that first-time candidates for officer positions will normally be drawn from the ranks of active members of the Chapter, who, by their service, have gained managerial and operational experience in chapter affairs and/or are respected for their experience in the profession. With each election, at least 50 percent of Board members shall be drawn from the Chapter's corporate membership base.

   To be considered as a candidate for Chapter President, the member must have served as an Officer on the Board for at least two (2) years.

   One member of the Board shall be the immediate past President of the Chapter.

   Officers elected to the Board of the Los Angeles Chapter will be elected on an annual basis and elected officers will serve a two-year term, as do Advisors/Directors-at-Large.

3. Selection of Board Members
   Board member candidates are selected by a Nominating Committee, which is named by the President, and are elected by the membership in an annual vote held no later than June of an election year (see "Election of Officers", Article IV, section A.).
4. Term Limits
   No individual shall serve more than two consecutive terms in the same 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 terms. For purposes of the two-term 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-term limitation.
5. Changes to items A-D above must be approved by a simple majority vote of the Officers and Directors.

1. The nominating committee shall distribute a slate of candidates in the form of a ballot to all chapter members on or about March 31. Ballots must be returned to the committee on or about April 15. 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 regular meeting of members in April, by direct correspondence to all chapter members or by notice in the chapter newsletter, in any event, no later than April 30.
2. Vacancies
   If for any reason an Officer of the Chapter cannot complete the term of office designated, a successor may be appointed by the Board of Directors to serve until the term expires. In the event the office of President becomes vacant, the Board if Directors shall appoint an Officer to assume the office of chapter President and complete the term of office.
3. Removal of Officers or Directors
   Any Officer or Advisors/Director-at-Large of the Chapter may be removed at any time for misconduct, including a violation of the NIRI code of ethics, or neglect of duty in office, 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.

Board meetings will be held at least quarterly at an established date and time, either in person or by telephone conference call. This date and time may 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.

If the Communications Chair is unable to attend a meeting, then he/she should assign a Board member 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. All Board members are encouraged to attend these meetings whenever possible.

Removal. A Director may be removed by (a) two-thirds of the members voting where a quorum is present, or (b) three-quarters of the full Board of Directors, with the Director proposed to be removed not voting. If the Director proposed to be removed is provided with advance written notice including the reason for the proposed removal, the Director must have an opportunity to contest the proposed removal in writing or in person, and final written notice of the removal decision. A Director may resign at any time by providing written notice to the Board of Directors. Any removal or resignation of a person as a Director, where such person is also an Officer of the Chapter, automatically results in that person's removal or resignation as an Officer.

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.

The strategic objectives of the committee system are to foster chapter leadership development and succession, while its operational objectives are to involve in chapter operations the talents, ideas and interest of chapter members with all levels of experience.

Committees may be formed, disbanded or restructured for any business purpose to support chapter operation, subject to and under the direction of the chapter officers.

1. Dues. The Board of Directors shall establish annual dues for membership for each fiscal year, January 1 to December 31. The Board will announce any increases in the amount of dues for the coming fiscal year
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   to the members no later than November 15th of the prior year. The Board will set fees to members for all regular and special meetings and events as considered necessary.
   
   NIRI National is designated to handle the transaction of dues invoicing and collection for the Chapter. NIRI National will mail invoices on a rotating basis depending on the individual date of membership renewal. Dues income will be sent monthly from NIRI National to the Chapter, along with dues reports indicating paid and non-paid status.
2. Chapter year. For purposes of these bylaws, the terms "year" and "chapter year" are defined to mean the twelve "12" months beginning and ending with the Annual Meeting in June.
3. Charter. The Chapter, its Officers, Directors, and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by NIRI.
4. Books and Records. The Chapter must keep books and records of its financial accounts, meeting minutes, and membership list (with names and addresses) at its Principal Office. The Chapter will make those books and records available to NIRI at any time.
5. Fiscal Year. The fiscal year of the Chapter is the calendar year.
6. Annual Report to NIRI. The Chapter will submit an Annual Report to NIRI by February 15 of each year that includes the Chapter's Financial Report, and any other document or report required by NIRI.
7. Contracts. The Board of Directors may authorize any Director, Officer, agent or employee, to enter into or execute any contract on behalf of the Chapter. However, without such authorization, no person has the power or authority to bind the Chapter under any contract or agreement, to pledge the Chapter's credit, or to render the Chapter liable for any purpose or amount.
8. Conflict-of-Interest Policy. The Board of Directors shall adopt a conflict-of-interest policy and annual disclosure process that applies to all Officers and Directors of the Chapter.
9. Assets of Chapter and Dissolution. No member of the Chapter has any right, title, or interest in or to the Chapter's assets. Should the Chapter liquidate, dissolve or terminate in any way, all assets remaining after paying the Chapter's debts and obligations must be transferred from the Chapter's bank account to NIRI (as such assets are at all times the property of NIRI). In no event may any assets inure to the benefit of or be distributed to any member, Director, Officer, or employee of the Chapter.

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.