Bylaws

1. Name. The name of this organization is the Rocky Mountain Chapter of the National Investor Relations Institute ("NIRI") hereinafter called the "Chapter." The Chapter functions as a regional division of the NIRI.
2. Territory and Location. The Chapter, the headquarters of which Chapter shall be in the City of Denver, State of Colorado, 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. The area covered by the Chapter shall include Colorado, Utah, New Mexico, Wyoming and Montana.
3. Purposes. The Chapter shall promote the common interest of individuals engaged in the profession of investor relations in accordance with NIRI's objectives. Further, the Chapter will support and adhere to the objectives, code of ethics, and other standards established by NIRI.
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 tax-exemption requirements imposed on NIRI, including the requirements that the Chapter not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
5. Dues. Annual Chapter membership dues may be established by the Chapter Board of Directors, subject to approval by a majority of the Board Directors.

1. Membership Eligibility.
   1. Membership in the Chapter is limited to individuals in good standing of NIRI who are in compliance with NIRI's rules and regulations, who have paid membership dues to the Chapter, and whose residence or principal place of business is within the Chapter area.
   2. Revocation or suspension of membership by NIRI 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.
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. Annual Meeting. The annual meeting of the members of the Chapter to elect members of its Board of Directors and officers; to receive annual reports of the officers and committees; and to transact other business, shall be held on such date and at such place and hour as may be designated by the Board of Directors.
3. Special Meetings. Special meetings of the Chapter may be called at any time by the president or a vice president of the Chapter, or shall be called by the president or secretary upon the written request of at least one-third of the members of the Chapter.
4. Notice. Notice of membership meetings is provided to voting members at least 10 days before the meetings by e-mail, or by any other electronic means.
5. Presiding Officer. At each meeting of the members, the president or, in the president's absence, a vice president or Board member, of the Chapter shall preside.
6. Voting. Whenever the members must vote on a matter under these Bylaws or otherwise, this section will apply. Each member of the Chapter in good standing shall be entitled to vote in person or by proxy at all meetings, 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. However, 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 from time to time without further notice until a quorum is present.

1. Officers. Each member of the Chapter in good standing, except student academic members, is eligible to hold office. Student academic members are eligible to participate as members of committees. Officers of the Chapter shall be a President, one or more Vice Presidents, Secretary, Treasurer, and any other Officers as determined by the Board of Directors. The Board of Directors shall define the roles and obligations of each Officer. 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).
2. Composition and Election. Officers of the Chapter must be at least 21 years of age and members in good standing of the Chapter. Officers are elected by a majority of the members voting where a quorum is present; the Board of Directors sets forth the procedures for how candidates are nominated and elected.
3. Terms. Officer terms shall be one year in duration. Each officer of the Chapter shall be elected at the annual meeting of the members and hold office until the next annual meeting of the members and until a successor has been elected or appointed.
4. Vacancies. Vacancies among the Officers are filled, for the balance of the term of office, by the Board of Directors.
5. Removal or Resignation. An Officer 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 Officer proposed to be removed not voting. If the Officer proposed to be removed is provided with advance written notice, including the reason for the proposed removal, the Officer must have an opportunity to contest the proposed removal in writing or in person, and be given final written notice of the removal decision. An Officer may resign at any time by providing written notice to the Board of Directors. Any removal or resignation of a person as an Officer automatically results in that person's removal or resignation from the Board of Directors.
6. Compensation. Officers do not receive compensation for their services but may be reimbursed for expenses.
7. Duties of President. The president shall be the chief executive officer of the Chapter, shall preside at all meetings of the members and of the Board of Directors, and shall exercise general supervision of the business and affairs of the Chapter. The president may delegate to other officers duties in addition to those specified for them in these by-laws.
8. Duties of Vice President – Programs. At the request of the president, or in the president's absence or disability, the vice president – programs shall perform the duties of the president. The vice president – programs will be responsible for establishing programs of general interest to the membership and will serve as chairman of the program committee. In addition, this officer shall perform such other duties as the Board of Directors or the president may prescribe from time to time.
9. Duties of Vice President – Membership. In the absence of the president and the vice president – programs, the vice president – membership shall perform the duties of president. The vice president – membership will serve as chairman of the membership committee and will be responsible for establishing the criteria of membership and programs to increase membership of the Chapter. The vice president - membership shall maintain the membership roster. The vice president – membership also shall perform such other duties as the Board of Directors or president may prescribe from time to time.
10. Duties of the Secretary. The secretary shall record the minutes of all meetings of the Chapter and its Board of Directors. The secretary shall serve notice of all meetings and shall have custody of all documents and records, except financial records, of the Chapter. The secretary shall, unless otherwise specified by the Board of Directors, serve as correspondent to NIRI, providing NIRI National staff with copies of all minutes, notices, programs and other official documents of the Chapter.
11. Duties of the Treasurer. The treasurer shall collect dues and sponsor payments, and report revenue, expenditures, bank account status and general financial picture of the Chapter to the Board of Directors at its regular meetings. The treasurer shall submit financial reports to NIRI at times and intervals to be determined by the Board of Directors of NIRI.

1. Directors. The affairs of the Chapter are managed by its Board of Directors. It is the Board of Directors' duty to carry out the objectives and purposes of the Chapter, and to this end the Board of Directors may exercise all powers of the Chapter. The Board of Directors is subject to the restrictions and obligations set forth in these Bylaws.
2. Composition and Election. The Board of Directors is composed of the elected Officers of the Chapter; any member of the Chapter who is serving as a Director of NIRI; the two immediate past presidents of the Chapter; one member at large; and any additional Directors elected by the membership, all of whom shall be elected when the annual election of officers takes place. Directors must be at least 21 years of age and members in good standing of the Chapter. Directors are elected by a majority of the members voting where a quorum is present; the Board of Directors sets forth the procedures for how candidates are nominated and elected. Members of the Board shall serve until the next annual meting and until their successors have been elected.
3. 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 meetings. It shall appoint such special officers or ad hoc committees as may be required from time to time, and shall fill any vacancy among its own personnel that may occur, subject to ratification by the membership at the next meeting. It shall have power to authorize and approve expenditures by the Chapter.
4. Terms. Director terms shall be one year in duration. Directors may serve successive terms. Each Director of the Chapter shall be elected at the annual meeting of the members and hold office until the next annual meeting of the members and until a successor has been elected or appointed.
5. Vacancies. Vacancies among Directors are filled, for the balance of the term, by the Board of Directors.
6. Meetings and Voting. The Board of Directors shall set its own schedules and times of meetings, and may meet on the call of the president, a vice president, or any three members of the Board. Notice of meetings of the Board of Directors shall be given to all Board members personally, by telephone or by email, to be received not less than 24 hours prior to such meeting. Whenever the Directors must vote on a matter under these Bylaws or otherwise, this section will apply.
   1. Meetings of the Board of Directors are called by the Chapter President. Meetings may be held telephonically or electronically as long as each Director can hear the others.
   2. A majority of Directors forms a quorum; a majority of votes is required to carry a matter where a quorum is present. Proxy voting by Directors is not permitted.
   3. Directors may vote without a meeting on any matter where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, e-mail, or any other electronic means. An action taken by such a vote is memorialized by a written consent, which is signed by all Directors who voted in support of the action, and describes the action taken and authorized.
7. 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.
8. Compensation. Directors do not receive compensation for their services but may be reimbursed for expenses.

The Board of Directors may establish various committees to carry on the affairs of the Chapter. The creation of a committee shall be approved by a majority of the Directors voting where a quorum is present. The composition of each committee and manner of election of its members shall be determined by the Board of Directors. The rules in these Bylaws governing the Board of Directors also apply to committees of the Board of Directors. A committee may be given the authority of the Board of Directors.

1. Nominating Committee. A nominating committee, to be appointed by the Board of Directors, shall annually nominate candidates for election to the Board of Directors and for election as officers for the ensuing year. The nominating committee, at least 30 days in advance of the annual meeting, shall file with the secretary the list of nominees for election, and the secretary shall include the list with the notice of annual meeting being mailed to the members. Nothing shall prevent the nomination from the floor of any other member in good standing who is not listed by the nominating committee.
2. Program Committee. The program committee, appointed and chaired by the vice president – programs, shall arrange for discussion topics, speakers, facilities and publicity for Chapter meetings.
3. Membership Committee. The membership committee, appointed and chaired by the vice president – membership, shall actively solicit new members for NIRI within the Chapter area.

1. Charter. The Chapter, its Officers, Directors, and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by NIRI.
2. 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.
3. Fiscal Year. The fiscal year of the Chapter is the calendar year.
4. 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.
5. 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.
6. 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.
7. Amendments. Amendments to these Bylaws are made by (a) a majority of the members voting where a quorum is present, or (b) three-quarters of the full Board of Directors. A copy of any amendment so adopted shall be filed promptly by the secretary with NIRI National.
8. 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.