Article I

Section 1. This document applies to the Houston Chapter of the National Investor Relations Institute (NIRI), the headquarters of which chapter shall be in the City of Houston, State of Texas.

Section 2. Charter. The Chapter shall exist as a Chapter of NIRI as long as it holds a written charter issued on behalf of NIRI National by its Board of Directors.

Section 3. Chapter Area. The Chapter area shall be approved from time to time by the Board of Directors of the Chapter. The area to be covered by the Houston Chapter shall include all of South and Central Texas and Southern Louisiana.

Article II Membership

Section 1. Qualifications. Membership in the Chapter shall be limited to members of NIRI National in good standing. These members of NIRI National in good standing shall be eligible to become members of the Chapter. Any member ceasing to be a member of NIRI National shall automatically cease to be a member of the Chapter.

Section 2. Vote. Each member of the Chapter in good standing shall be entitled to vote in person or by proxy at all meetings, to hold office, and to participate in its affairs.

Article III Dues, Fees And Assessments

Section 1. Annual dues for Chapter membership shall be established by the Board of Directors and are payable upon the anniversary date of the individual’s NIRI national membership. Default in the payment of dues by any member for a period of more than ninety days will result in termination of Chapter membership unless approved by the Board of Directors. Members so terminated may reinstate their membership by payment of dues owed.

Article IV Meetings Of Members

Section 1. Annual Meeting. The annual meeting of the members of the Chapter for electing members of its Board of Directors and principal officers, receiving annual reports of officers, committees, and transacting other business shall be held in the month of June, on such date and at such place and hour as may be designated by the Board of Directors.

Section 2. Special Meetings. Special meetings of the Chapter may be called at any time by the president or an officer of the Chapter, and shall be called by the president or secretary upon the written request of one-third of the members of the Chapter.

Section 3. Presiding Officer. At each meeting of the members, the president or, in his absence, an officer of the Chapter shall preside.

Section 4. Notice of Meeting. Notice of the time and location of each meeting shall be given to the members personally, by email or by any other generally accepted electronic media, not less than ten or more than forty days before such meeting.

Section 5. Quorum. Twenty-five percent or more members of the Chapter present in person or by proxy shall constitute a quorum for the transaction of business. If less than a quorum is present at any meeting, which has been duly called, a majority of those present in person or by proxy may adjourn the meeting without further notice until a quorum is present.

Article V Board Of Directors

Section 1. There shall be a Board of Directors, consisting of officers of the Chapter, who are elected bi-annually. Members of the Board shall serve until the next election.

Section 2. Powers. The Board of Directors shall be the principal governing body of the Chapter and exercise the powers and authorities of the Chapter in the interim between Chapter meetings. It shall appoint such special officers, at-large members or ad hoc committees as may be required from time to time, and shall fill any vacancy among its own personnel which may occur, subject to ratification by the membership at the next annual or special meeting. It shall have power to collect and deposit moneys owed the Chapter; and to authorize and approve expenditures by the Chapter.

Section 3. Meetings. The Board of Directors shall set its own schedules and times of meetings, and may meet on the call of the president or any three members of the Board.

Section 4. Notice of Meetings. Notice of meetings of the Board of Directors shall be given to all members of the Board personally or by telephone, email or any other generally accepted electronic media not less than twenty-four hours prior to such meeting.

Section 5. Expenditure Authority. The Board of Directors must, by majority, approve any single non-budgeted expenditure in excess of $1,500 USD or any program budget in excess of $1,500 USD.

Section 6. Quorum. A majority of the Board of Directors, in person or by proxy, shall be required to constitute a quorum for the transaction of business. If less than a quorum is present at any meeting, which has been duly called, however, a majority of those present may adjourn the meeting without further notice, until a quorum of such Board is present.

Article VI Officers

Section 1. The officers of the Chapter shall, at a minimum, consist of President, Vice President/Programs, Vice President/Membership, Secretary, and Treasurer. Other officers may be appointed as needed from time to time. All officers shall be elected or ratified by the members of the Chapter at the annual meeting and shall serve as members of the Board of Directors.

Section 2. Term of Office. Each officer of the chapter shall hold office for two years or until his successor has been elected or appointed.

Section 3. Duties of President. The president shall be the chief executive officer of the group and shall preside at all meetings of members and of the Board of Directors, and shall exercise general supervision of the business and affairs of the Chapter. He may delegate to such other officers duties in addition to those specified for them in these regulations. Each year, he shall ensure that the Chapter holds an Annual Meeting and submits an Annual Report to NIRI Nationals that includes the Chapter’s Financial Report, and any other document or report required by NIRI

Section 4. Duties of the Vice President/Programs. At the request of the president, or in his absence or disability, the vice president/programs shall perform the duties of the president. The vice president/programs shall have charge of arranging topics and speakers for meetings of members, and will stand as chairman of the program committee, if any. The program committee will consist of members in good standing of the chapter, and will assist, as needed, the vice president/programs with his duties.

Section 5. Duties of the Vice President/Membership. At the request of the president and/or the vice president/programs, due to both officers' absence or disability, the vice president/membership shall perform the duties of the president. The vice president/membership will be responsible for actively soliciting new members for the Chapter and shall promptly respond to inquiries from the Executive Office of NIRI National as to the qualifications of candidates for membership whose applications have been forwarded directly to NIRI National. The vice president/membership will also maintain the Chapter membership list and inform the Chapter secretary of changes as they arise. The vice president/membership will act as the chairman of the membership committee, if any, and will consist of members in good standing of the Chapter who will assist him, as needed, with his duties.

Section 6. Duties of the Secretary. The office of the Secretary shall have customary duties of the office. The secretary shall record and maintain a record of all meetings of the Chapter and its Board of Directors. He shall serve notice of all meetings and shall have custody of all documents and records (other than financial) of the Chapter. He shall maintain the mailing list of the Chapter, and he shall --unless otherwise specified by Chapter action --serve as correspondent to NIRI National, providing the Executive Director of NIRI with copy of all minutes, notices, programs and other official papers of the chapter, if requested.

Section 7. Duties of the Treasurer. The duties of the Treasurer shall be those that customarily pertain to that office. He shall report all receipts and expenditures currently to meetings of the Board of Directors, and a summary of such report shall be submitted to the annual meeting of the chapter. He shall submit an annual financial report to NIRI National at times and intervals to be determined by the Board of Directors of NIRI National.

Section 8. Removal. Any officer of the Chapter may be removed at any time with or with out cause, by two-thirds vote of the Board of Directors or other members of the Houston Chapter, provided that notice of the proposed removal is contained in the notice of such meeting.