NIRI Silicon Valley Chapter Bylaws

Amended 7/23/2021


NIRI Silicon Valley (hereafter referred to as 'Chapter') is a non-profit professional organization functioning as a chapter of the National Investor Relations Institute. Its purpose is to promote the common interests of individuals engaged in the profession of investor relations - including IR education, career advancement and peer group communication - and to recognize and support the objectives of the National Investor Relations Institute. NIRI Silicon Valley welcomes everyone regardless of race, color, religion, sex, gender identity, sexual orientation, national origin, age, or disability. NIRI Silicon Valley is committed to providing a safe, productive, inclusive, and welcoming environment for attendees, volunteers, staff, and others engaged in programs, meetings, events, and activities, including chapter programs and volunteer activities.


Membership Qualifications
There is a single class of membership in the NIRI Silicon Valley Chapter. Membership in the Chapter shall be open to all members of NIRI National who are in good standing, who desire to be affiliated with the Silicon Valley Chapter, and who agree to pay the prescribed dues of the Chapter. The Chapter recognizes dual-membership; that is, a member may belong to the Silicon Valley Chapter and also to a sister chapter, such as NIRI San Francisco, or a member may belong to Northern California, which is a membership that includes both the Silicon Valley Chapter and the San Francisco Chapter.

Lapsed Membership
Membership in the Chapter will extend sixty (60) days from the time that invoices are issued for the new Chapter year. Unless membership is renewed by dues payment during the aforementioned sixty days, membership status will be considered lapsed.

Individual Membership
Chapter memberships are held in the name of the individual. Memberships are transferable to another company should the person move during the membership year.

Termination of Membership

  • Members of the Chapter who, after being accepted to membership, cease to be a member of NIRI National for any reason shall cease to be members of the Silicon Valley Chapter. This may be overturned only by a specific action of the Board of Directors.
  • Members wishing to resign from the Chapter should notify the board member(s) associated with the Membership committee.
  • Dues must be paid regularly for members to remain "in good standing." Default on dues payment by any member for more than sixty (60) days from date of invoice shall result in termination of membership.
  • The Board of Directors 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.


Board of Directors
The Board of Directors consists of not more than fourteen (14) regular Officers with assigned roles/committees and may also include up to three (3) Directors at Large.

New Board positions may be established by a simple majority vote of the Officers and Directors. In June 1998, the Board approved the addition of two (2) new officer positions (VP/Communications and VP/Seminars) and established two (2) Program co-chair positions as accredited members of the Board. In July 1999 the Board approved the addition of a third Director at Large position. In May 2001, the Board approved the addition of a Seminar co-chair position as an accredited member of the Board. In May 2019, the board approved one additional Seminar Co-chair position and one additional Program chair position, and determined that Directors at Large would serve in addition to a full complement of regular Board Officers. In September 2020, the board simplified its structure by consolidating to three committees from five. The three committees are: (1) Digital Content, Communications, Marketing, (2) Programs & Seminar, and (3) Sponsorship and Membership. A Volunteer Committee was also created to recruit the next generation of board member talent that includes member volunteers.

Board member candidates are selected by a Nominating Committee and are elected by the membership in an annual vote held each June (see "Election of Officers"). Any member in good standing with both the Silicon Valley Chapter and with NIRI National may stand for election to the Board.

To be considered as a candidate for President, the member must have served as an Officer on the Board for at least 1 year and ideally will be a senior representative of the Silicon Valley IR community. If so elected, a member may serve in the President role for up to two consecutive years. A President Elect will be nominated for the year in which the President is expected to retire from the role. The President Elect position shall use the year to learn all aspects of the President's job, thereby ensuring a smooth transition. He or she will take on responsibilities designated by the current President in order to be fully prepared upon taking the office of the President.

If applicable, one of the Directors at Large shall be the immediate past President of the Chapter, should he or she choose to assume the post. Officers serve one-year terms, as do Directors at Large. With each election, the majority of Board members shall be investor relations representatives of publicly held corporations.

Term Limits
Term limits for all Officers were instituted in July 1999, and are considered retroactive for those Board members elected prior to July 1999. No Officer of the Chapter will exceed seven (7) consecutive years of service, including serving as a Director at Large. Term limits were established in order to attract new candidates to the Board and keep programming and ideas fresh and current.

The Officers of the Chapter shall be:

  • President
  • President-Elect
  • Digital Content, Communications, Marketing Committee member
  • Programs and Seminars Committee member
  • Sponsorship and Membership Committee member
  • Treasurer
  • Director at Large (3)


A Nominating Committee consisting of at least three members, including both the outgoing and incoming President shall be appointed annually by the President, subject to majority approval by the Board. This committee will serve to nominate candidates for the Board of Directors and candidates for election as Officers for the ensuing Chapter year. The nominating committee may call upon the membership for suggestions and recommendations. In a timely manner prior to the Annual Meeting, the Nominating Committee shall complete a list of the nominees for election. At least two weeks prior to the meeting date, the ballot and notice of the Annual Meeting shall be emailed to all Chapter members. This notice shall include the provision that additional nominations (write-ins) may be made. Ballots may be returned to the Board Administrator prior to the Chapter's Annual Meeting, or they may be voted on at the Annual Meeting. Newly elected officers should be immediately advised so that they are prepared to participate in planning for the ensuing year. The election results will be announced by the standing President at the Annual Meeting of members in June.

Annual Meeting
The Annual Meeting of the members of the Chapter for the election of its Board and Officers, and for the transaction of other business shall be held in June, at such date, place and hour as designated by the Board of Directors.

Notice of Annual Meeting
Notice of the time and place of each Annual Meeting shall be given to the members personally or by email at least two (2) weeks before such meeting occurs.

Each member of the Chapter in good standing shall be entitled to vote in person or by official proxy at all meetings, to hold office and to participate in all Chapter affairs.

Twenty percent plus one or more members of the Chapter present in person or by official proxy shall constitute a quorum for the transaction of business. If less than a quorum is present at any Annual Meeting that has been duly called, a new meeting date shall be set. A simple majority (half plus one) of Directors at Large and Officers present in person or by proxy shall constitute a quorum for transaction of business at Board meetings. All Directors at Large and Officers shall be notified of Board meetings at least five days in advance of the meeting.

If for any reason a Director at Large or Officer of the Chapter cannot complete the term of office designated, a successor may be elected by the Board of Directors to serve until the term expires.

Removal of Officers or Directors
Any Officer or Director at Large of the Chapter may be removed at any time 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. Removal of Directors, while rare, can occur for lack of participation, failure to maintain an active membership status, breach of ethics or other such causes.

ARTICLE V. Duties of Officers and Directors

Officers and Directors at Large of the Chapter shall have the following duties and responsibilities:

  • President - The President is the chief executive officer of the Chapter and is responsible for providing overall leadership and direction of Chapter affairs. The President is principally responsible for assuring continuing Chapter leadership development and orderly officer succession. The President shall preside over Board meetings, is responsible for development and maintenance of the Chapter's bylaws, shall preside over Chapter meetings, 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 National Investor Relations Institute. The President may appoint such committees as the Board of Directors has approved, and may delegate duties to other officers in addition to those specified in these Bylaws.
  • President-Elect – The President-Elect shall use the year to learn all aspects of the President's job, thereby ensuring a smooth transition. He or she will take on responsibilities designated by the current President in order to be fully prepared upon taking the office of the President. The President-Elect is also responsible for the annual national award submissions.
  •  (3) Digital Content, Communications, Marketing - The Digital Content, Communications, and Marketing Committee has principal responsibility for ensuring a consistent, two-way dialogue with the membership and to provide marketing support for chapter events. The Committee will ensure that members are notified in a timely and effective manner regarding Chapter meetings and other special events. In addition, the Committee will manage the development and maintenance of the Chapter Web site.
  •  (2) Membership - The Membership Committee is responsible for the recruiting of new members to the Chapter and for maintaining membership records. The Membership Commitee will publicize Chapter services to both members and non-members to create awareness of the benefits of membership at both local and national levels. The Membership Committee will update and distribute membership materials via the Chapter web site and at monthly Chapter meetings, including NIRI literature and membership forms. Additionally, the Membership Committee will coordinate with NIRI National to ensure timely updating of Chapter membership records and identify member prospects. The Membership Committee will maintain membership information on the Chapter web site and will take the lead role on content for any general membership surveys.
  • (2) Sponsorship – The Sponsorship Commitee is responsible for recruiting new sponsorship and supporting exisiting sponsorship of the Chapter. The Sponsorship Commitee will set the sponsorship rates which will be approved by the Board of Directors and will develop relationships and close sponsorship agreements to meet the Chapter’s financial targets. The Sponsorship Committee is responsible for all vendor communications, including soliciting feedback on ways to improve our program. The Sponsorship Committee will work closely with the Board Treasurer and President to establish a financial target for the year and will follow up as necessary on collections. Additionally, the Sponsorship Committee and Programs and Seminar Commitee will coordinate on event sponsorship, as appropriate, to ensure the sponsor(s) get the marketing and complimentary registration as per the sponsorship agreements. 
  • Programs & Seminars - The Programs & Seminars Committee shall drive the development and execution of all monthly Chapter programs including virtual programs. The Programs & Seminars Committee shall drive the format and agenda for each Chapter meeting, soliciting ideas from the Board of Directors (and other members) and gaining the Board's final approval on selected topics. The Programs & Seminars Committee shall select the meeting site, with input and guidance from the Board and arrange for speakers, either contacting them directly or asking another Board member to do so. Once the speaker(s) is confirmed, the Programs & Seminars Committee shall prepare and distribute the meeting notices electronically (working with the Digital Content, Communications, and Marketing Committee). The Programs and Seminars Committee is responsible for all logistics for program meetings, including venue and catering, as well as the successful execution of each program. The Programs & Seminars Committee and the Sponsorship Committee will coordinate on event sponsorship, as appropriate, to ensure the sponsor(s) get the marketing and comp’d registration as per the sponsorship package. The Programs & Seminars Committee will welcome and introduce speakers and the event sponsor, if appropriate also thank the speaker with a closing gift and follow-up letter. The Programs and Seminars Committee shall review each meeting's outcome, and summarize this information for the Board to promote awareness and improvement. The historical role of the Seminars Team is described in the next paragraph.
  • Seminars - The Seminars team (typically two to three board members) is now part of the Programs and Seminar Committee, having been combined in 2020 during COVID-19. As a result of COVID-19, the Chapter's full-day Spring Seminar was postponed based on the Boards decision to instead curate and collaborate with other chatpers and organizations around their virtual content that was marketed during the Spring Seminar team frame. Historically this event has provided a comprehensive analysis and discussion of key IR themes. The Seminars team is responsible for driving seminar activity; coordinating Board member, vendor and participant support and handling or assigning all tactical responsibilities. The Seminars team is the principal liaison with hotel catering for the event. They will also coordinate Board planning sessions to determine the seminar venue, theme and agenda and conduct publicity and manage the invitations for each event. The Seminars team will work with the Board Treasurer on a preliminary budget, post-event collections and a final financial accounting for each event.
  • Board Treasurer - The Board Treasurer is responsible for maintaining an accurate accounting of the Chapter's income, expenses, and profitability. The Board Treasurer will maintain the Chapter's bank account and post office box, and will make recommendations to the Board regarding billing, collections, and investment. The Board Treasurer will submit to the rest of the Board monthly statements of profit and loss, and will coordinate with the other Board Committes to ensure good fiscal management for all Chapter events. The Chapter President will hold secondary signature authority. The Board Treasurer may only serve for 3 years max, as this is a NIRI National Board directive. In addition, the treasurer will comply with NIRI National’s year-end financial requirements as set forth.
  • Director at Large - The Director at Large is a key advisor to the Board and an active participant in ongoing Board and Chapter activities. Directors at Large must have previously served in an Officer position on the Board for at least four (4) consecutive years, have a specific assignment to serve on the Board and must attend the monthly Board meetings. Along with the President, the Director at Large defines his/her specific assignment for the year and will frequently volunteer to assume other tactical responsibilities for projects or other Board work. The Directors at Large will vote on all Board matters, and will lend their expertise to Board work and other Chapter and community interactions.
  • Board Administrator - The Board Administrator is an optional paid position of the Board of Directors and is held by a non-board member that is responsible for supporting the Board administratively throughout the year, including scheduling meetings, recording minutes, leading registration at events, distributing surveys post events, etc. In addition, the Board Administrator is responsible for the recording and the organization of all Chapter records. The Board Administrator will maintain a file of all approved Board minutes, and will issue minutes to all Board members for their review and approval and make them available upon request.


Board meetings will be held once per month at an established date and time. This date and time will 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. Board members who are unable to attend in person are expected and encouraged to participate via conference call when possible. Board members who are unable to attend either in person or by phone must review the board minutes from any meeting they do not attend. Board members should strive to attend 75% or better of the board meetings (in person or by phone/video) and 50% or more of the monthly member meetings.

If the Board Administrator is unable to attend a meeting, the Board Administrator has the responsibility to recruit a Board member to serve as a 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 Video/Calls for this same purpose. The cost of these Special Board Meetings or Conference Video/Calls will be borne by the Chapter. All Board members are encouraged to attend these meetings whenever possible.


The Board of Directors shall establish annual dues for Chapter membership each year. The Board will announce any changes to dues for the coming fiscal year to the members no later than November 15th of the prior year. In addition, the Board will set fees for attendance by members and non-members for all regular and special meetings and events as considered necessary.

In October 1998 the Silicon Valley Chapter Board approved the transition of dues invoicing and collection from the Chapter to NIRI National. As of January 1, 1999, Silicon Valley Chapter dues will be billed through NIRI National on a "member anniversary" basis. Dues income will be sent from NIRI National to the Chapter, along with dues reports indicating paid and non-paid status.


The Chapter will reimburse all approved Chapter related costs, with receipts. Each Board member will be reimbursed 50% of the NIRI National Annual Conference registration fee. Two (2) Board members will be reimbursed for registration, airline and hotel costs associated with the Annual Leadership meeting.


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.