By-laws Adopted July 30, 2025

ARTICLE I. – Purpose

The NIRI San Francisco Bay Area Chapter (the Chapter) is a non-profit professional organization functioning as a Chapter of the National Investor Relations Institute (NIRI). 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.

ARTICLE II. – Membership

1. Membership in the Chapter shall be limited to members in good standing at NIRI, who are in compliance with its rules and regulations and who have paid membership dues to NIRI and the Chapter.
2. Revocation or suspension of membership in NIRI by NIRI in accordance with the provisions of its by- laws shall automatically constitute revocation or suspension of membership in the Chapter.
3. The Board of Directors (the Board) will have the power to suspend or withdraw the privilege of membership in the Chapter or take other appropriate disciplinary action with regard to a member if this action is approved by at least two-thirds of the members of the Board.
4. Paid dues are non-refundable, even upon resignation.
5. Lapsed Membership – Members may remain members of the Chapter for a period no longer than three months from the issuance date of dues invoices (60 days).
6. Individual Memberships – Chapter memberships are held in the name of the individual, not the individual's company, and are transferable to the individual should the person move to another company during the membership year.

ARTICLE III. – Officers

1. Election of Officers and Directors. Commencing in October each calendar year, the Board shall solicit nominations from Chapter members for required open Board positions. A Nominating Committee, consisting of three Board members selected by the President/ Co-Presidents, including the President/ Co-Presidents, shall convene annually to consider candidates for the Board for the ensuing year. The Nominating Committee is responsible for assuring continuing Chapter leadership development and orderly officer succession. This committee will determine the appropriate nominees annually for the Board. Such nominations will be made before the last full Board meeting, which will precede the emailing of ballots. Following the conclusion of a “nomination period”, the Chapter shall email a slate of candidates in the form of a ballot to all Chapter members in November. The “election period” shall last at least two weeks. Failure to return a ballot results in voting in favor of the Chapter’s recommendations. The Annual Meeting will be held in December. The newly elected officers shall be advised immediately thereafter, so they will be prepared to participate in planning for the ensuing chapter year. The election results will be announced by the Chapter and posted to the Chapter website in December.
2. Duties of Officers. The business of the Chapter shall be managed by its Board. The officers of the Chapter, who are all also directors on the Board, duties are outlined below. Officers serve one-year terms. Some of these duties may be handled by chapter committees or outsourced, but the designated officer(s) will retain overall responsibility for their oversight to ensure that all are accomplished in a timely and satisfactory manner.
   1. President/Co-Presidents. The President is the senior executive officer of the Chapter and is responsible for providing overall leadership and direction of Chapter affairs. Qualifications for President include participation on the Board for at least three consecutive years. He or she shall preside over Chapter and Board meetings, is responsible for the development and maintenance of the Chapter's bylaws and shall coordinate activities with and among Chapter officers. The President/Co-Presidents are the Chapter's principal representative(s) in all matters related to its dealings and relationships with NIRI.
      Finally, the President will work closely with the President-Elect to impart all aspects of the position, thereby ensuring a smooth transition the following year. The President will also work with each Board officer to ensure they identify a succession plan appropriate for their role and ongoing engagement with the Chapter.
      From time to time, if limited nominations exist or there is a lack of experienced candidates, there may be up to two ‘Co-Presidents’ who will share jointly the responsibilities described above for the President role. It is expected that the Co-Presidents shall coordinate their actions appropriately.
   2. President Elect. A President-Elect may be nominated by a President/Co-Presidents or Board member and appointed to succeed the President at the end of the President’s term. This person is expected to be nominated for the position of Chapter President the following year. He or she shall preside over Chapter and Board meetings in the absence of the Chapter president. They will work closely with the Chapter president to ensure coordination of activities with and among Chapter officers. The President-Elect is determined by a majority vote of the Board prior to the Annual Meeting.
   3. Programs. Programs are responsible for planning, developing, and executing all Chapter programs, including determining program topics, arranging for speakers, determining the format of the meetings, and coordinating sponsor and facility arrangements (speaker, subject, time, place, etc.) in conjunction with communications.
   4. Membership. Membership is responsible for developing and executing ongoing membership programs, focusing specifically on membership retention and new member recruitment. Additional responsibilities include coordinating event participation with the Programs team; maintaining a current membership list and a mailing list of potential members in conjunction with NIRI; developing and managing member surveys; alerting members whose dues have lapsed; providing NIRI packets to potential members; and identifying potential member companies.
   5. Treasurer. The Treasurer is the custodian of all the Chapter's funds, accounts, and financial records. He or she is responsible for budgeting, maintaining an accurate accounting of the Chapter's income, expenses, and profitability. The Treasurer shall oversee all assessments and collections of dues and other fees, handle all deposits, and pay all Chapter obligations. The Treasurer will maintain the Chapter's bank account and make recommendations to the Board regarding billing, collections, and investment. The Treasurer will submit periodic profit and loss statements to the rest of the Board and annual financial statements to NIRI. The Treasurer, along with the President/Co-Presidents, shall sign and deliver all contracts and obligations authorized by the Board.
   6. Communications. Communications is responsible for the Chapter's overall publicity and communications, including drafting and distributing event invitations, the Chapter newsletter, communications to Chapter members, and developing and maintaining web-based communication such as the Chapter website and LinkedIn.
   7. Advocacy. Advocacy is responsible for building greater awareness and support at the Chapter level for NIRI’s advocacy priorities and representing the Chapter at NIRI Legislative and Advocacy events. He or she shall gather input (and data) from Chapter members about issues that the Advocacy Committee and NIRI staff are following and suggestions from Chapter members about emerging IR issues that their companies (or clients) are dealing with.
   8. Sponsorship. Sponsorship is responsible for establishing and maintaining relationships with current and prospective chapter sponsors and coordinating with Programs to ensure good fiscal management for all Chapter events.
   9. Secretary. The Secretary is responsible for recording meeting minutes for all Chapter Board meetings. The secretary role may be combined with an additional Board position or function as a separate position. The secretary will also be involved in administering the annual election process.
   10. Directors-at-Large. The Directors-at-Large are required to provide guidance and counsel to the officers, participate fully in the governance of the Chapter, and perform duties as requested by the President/Co-Presidents. The Chapter’s Board will appoint a minimum of one and a maximum of three Directors-at-Large. The Board may appoint any officer in good standing as a Director-at-Large. One of the Director-at-Large positions shall be reserved for the immediate past Chapter President, who does not stand for election. If there are two Co-Presidents, two Director-at-Large positions shall be reserved for the immediate past Chapter Co-Presidents if they do not stand for election.
3. Organizational Structure. Officer positions may be established, and existing officer positions may be deleted, combined, or separated as to responsibility, to reflect the Chapter’s current operating needs and objectives. The President/Co-Presidents 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 Board.
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 positions typically will be drawn from the ranks of active Chapter members who, by their Chapter membership and attendance at events, have gained experience with the various types of Chapter events and a knowledge of how the Board and Chapter interact and/or are respected for their experience in the profession. A minimum of 10 officers will serve on the Board of Directors, and the majority of those members should be individuals who are investor relations practitioners of publicly held corporations. This limit is to be taken into consideration in the election of new board members, but does not affect the status of current members of the Board in good standing who change jobs.
5. Term of Office. Each year, a slate of individuals nominated by the Nominating Committee, approved by the full Board, and elected by the Membership will join the Board. The standing Board will comprise at least 10 members. In order to aim at staggering the expiration of Board terms, no individual may serve more than five consecutive years in the same officer position, whether by election, appointment, or resumption of office, with the exception of Treasurer. However, an individual may serve five consecutive one-year terms in one officer position and then stand for election to a different officer position, again for not more than five consecutive one-year terms. The Treasurer may not serve more than three consecutive years in the same position per NIRI guidelines. No individual may serve more than twelve consecutive years on the Board.
6. Vacancies in Office during the Chapter Year. In the event that the current Chapter President or one of the Co-Presidents 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, then the other Co-president or President-elect shall assume the office of Chapter President and complete the term of office. “Length of service” only includes continuous service as a Chapter officer, i.e., years previously served before 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, 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 their duties, that individual must be informed and given a warning of failure to perform by the President/Co- Presidents. The President/Co-Presidents must first have prior approval from the majority of the Board 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 the individual has continued to neglect their 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 the individual 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 Board of Directors may appoint another member to the position.
8. Chapter Year. For purposes of these by-laws, the terms " year" and "Chapter year" mean the 12 months beginning in January and ending with the Annual Meeting in December.
9. 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.

ARTICLE IV. – Meetings

Regular monthly Chapter meetings shall be held no fewer than four times per year. Special Chapter meetings may be held at any time at the discretion of the Board.

The Board shall meet at least four times per year to plan chapter activities and conduct chapter business. The first meeting 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 written or verbal notice by the President/Co-Presidents or a majority of the Board of the Chapter. A majority of the Board shall constitute a quorum for the transaction of business, and the majority of the Board present at a meeting at which a quorum is present shall be the act of the Board of the Chapter.

Board members who cannot attend a Board meeting should convey their written agenda items to a Board member designate and notify the President/Co-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 three (3) days in advance of the Board meeting, thus allowing the attending Board members to address all outstanding issues on a timely basis.

The Board may agree to hold Special Board Meetings to address critical or time-consuming issues. Likewise, the President/Co-Presidents may convene short Conference Calls for the same purpose. The Chapter will bear the cost of these Special Board Meetings or Conference Calls. All Board members are encouraged to attend these meetings whenever possible.

ARTICLE V. – Dues

Annual dues for Chapter membership shall be established by the Chapter's Board and payable immediately upon receipt of the invoice. In addition, the Board will set fees to members for all regular and special meetings and events as considered necessary.

A portion of the Chapter’s dues will be used to offset, if necessary, the President/ Co-President’s registration fee and other expenses to the NIRI Annual Conference to enable he or she, and/or a delegate selected by the President/Co-President, to represent the chapter at the chapter Officers Meeting. Dues may also be used to help offset expenses incurred to send the President/ Co-President and/or Advocacy Ambassador or other officer selected by the President/Co-Presidents to the annual fall Legislative Meeting in DC. At the discretion of the President/Co-President, the Treasurer may cover other expenses incurred at both the Annual Conference and the fall Legislative Meeting, including offering a scholarship(s) to pay for a Chapter member’s registration fee for the NIRI Annual Conference.

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

ARTICLE VI. – Amendments

These by-laws may be amended by a simple majority of Chapter members voting. Proposed amendments to the by-laws shall be presented in printed, emailed, or online form to the membership of the Chapter. A copy of any amendment shall be filed promptly with NIRI.

ARTICLE VII. – Ratification Proposal

An amendment or a repeal of one or more provisions of the by-laws of the Chapter may be proposed by a simple majority of the Board or by a written request signed by a minimum of 10 percent (10%) of the general membership.