Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1 | THIS COMMITTEE SHALL BE COMPRISED OF THE CHAIRPERSON (WHO SHALL SERVE AS CHAIRPERSON OF THE COMMITTEE), THE CHAIRPERSON-ELECT, THE PAST CHAIRPERSON, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, AND AT LEAST THREE ADDITIONAL ELECTED MEMBERS OF THE BOARD OF DIRECTORS, WHO SHALL INCLUDE THE CURRENT CHAIRPERSONS OF THE INSTITUTE'S OTHER STANDING AND SPECIAL COMMITTEES. THIS COMMITTEE SHALL OVERSEE THE BUSINESS AND AFFAIRS OF THE INSTITUTE IN THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERSHIP IN THE INSTITUTE SHALL BE SUBJECT TO THE APPROVAL OF THE CHAIRPERSON OR PRESIDENT AND IN COMPLIANCE WITH THE RULES, REGULATIONS AND RELATED CODE OF ETHICS OF THE INSTITUTE. CLASSES OF MEMBERSHIP: INDIVIDUALS WHO WERE ADMITTED TO MEMBERSHIP IN THE INSTITUTE PRIOR TO DECEMBER 31, 1970, SHALL BE CONSIDERED CHARTER MEMBERS OF THE INSTITUTE. THE CLASSES OF MEMBERSHIP IN THE INSTITUTE AND THE QUALIFICATION FOR THOSE CLASSES ARE: 1. REGULAR MEMBERS. THE FOLLOWING CATEGORIES ARE ELIGIBLE TO APPLY AS REGULAR MEMBERS: A. AN INDIVIDUAL WHO IS ACTIVELY ENGAGED IN THE PRACTICE OF INVESTOR RELATIONS AND/OR CORPORATE COMMUNICATION AT THE TIME OF THE APPLICATION AS AN EMPLOYEE OF A CORPORATION LISTED ON A PUBLIC STOCK EXCHANGE (OR OF A COMPANY THAT IS PLANNING TO LIST). B. AN INDIVIDUAL WHO IS A CONSULTANT ENGAGED IN ASSISTING PUBLIC-COMPANY CLIENTS IN THE DESIGN AND IMPLEMENTATION OF BROAD-BASED INVESTOR RELATIONS AND/OR CORPORATE COMMUNICATION PROGRAMS THAT CONTRIBUTE TO THE COMPANIES' SECURITIES ACHIEVING FAIR VALUATION IN THE MARKETPLACE. 2. ASSOCIATE MEMBERS. ANY PROFESSIONAL WHO DOES NOT QUALIFY AS A REGULAR MEMBER MAY BE CONSIDERED FOR THE CLASSIFICATION OF ASSOCIATE MEMBER. THIS CLASSIFICATION IS LIMITED TO PROFESSIONALS WHO NORMALLY WORK WITH REGULAR MEMBERS IN SUPPORT OF INVESTOR RELATIONS. THE FOLLOWING CATEGORIES ARE ELIGIBLE TO APPLY AS ASSOCIATE MEMBERS: A. SERVICE PROVIDER MEMBER. AN INDIVIDUAL WHO IS EMPLOYED IN A BUSINESS THAT PROVIDES DISCRETE PRODUCTS OR SERVICES TO SUPPORT THE INVESTOR RELATIONS AND/OR CORPORATE COMMUNICATION FUNCTION. B. AFFILIATED PROFESSION MEMBER. AN INDIVIDUAL WHO IS EMPLOYED IN A PROFESSION RELATED TO INVESTOR RELATIONS AND/OR CORPORATE COMMUNICATION (SUCH AS, BUT NOT LIMITED TO, LAWYERS, INVESTMENT BANKERS, JOURNALISTS, ANALYSTS/BROKERS AND ACCOUNTANTS). C. ACADEMIC MEMBER: AN INDIVIDUAL WHO IS ENGAGED FULL-TIME IN A COLLEGE OR UNIVERSITY IN AREAS ENCOMPASSING INVESTOR RELATIONS AND/OR CORPORATE COMMUNICATION SHALL BE ELIGIBLE TO APPLY FOR ASSOCIATE MEMBERSHIP IN THE CATEGORIES BELOW: C1. PROFESSORS - A MEMBER OF THE ACADEMIC COMMUNITY WHO IS ENGAGED FULL-TIME IN COLLEGE OR UNIVERSITY TEACHING OR RESEARCH IN THE AREAS NOTED ABOVE. C2. STUDENTS- A FULL-TIME STUDENT ENROLLED IN A COLLEGE OR UNIVERSITY IN PURSUIT OF A CAREER IN INVESTOR RELATIONS AND/OR CORPORATE COMMUNICATION. D. HONORARY MEMBERS - AN INDIVIDUAL RECOMMENDED BY THE BOARD OF DIRECTORS WHO, IN THE OPINION OF THE MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS HAS PERFORMED OUTSTANDING SERVICE TO THE INSTITUTE OR THE PROFESSION OF INVESTOR RELATIONS, SHALL BE DESIGNATED AN HONORARY MEMBER AND SHALL BE EXEMPT FROM THE PAYMENT OF DUES. E. RETIRED MEMBERS. AN INDIVIDUAL WHO HAS BEEN A REGULAR MEMBER WHO IS FULLY RETIRED FROM PROFESSIONAL INVESTOR RELATIONS AND/OR CORPORATE COMMUNICATION SHALL BE ELIGIBLE TO BECOME A RETIRED MEMBER. 3. COLLEAGUE MEMBERS. ANY INDIVIDUAL MEETING THE REQUIREMENTS OF A REGULAR OR ASSOCIATE MEMBER MAY BE CONSIDERED FOR THE CLASSIFICATION OF COMPANION MEMBER IF THIS INDIVIDUAL IS AN ADDITIONAL MEMBER OF THE REGULAR MEMBER'S OR ASSOCIATE MEMBER'S COMPANY OR FIRM AS DEFINED IN ARTICLE II SEC A 1 OR 2. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE MEMBERS OF THE ORGANIZATION VOTES ANNUALLY ON A SLATE OF 4 BOARD MEMBERS NOMINEES TO SERVE UP TO A 4-YEAR TERM. THESE 4 MEMBERS CONSTITUTE 25% OF THE BOARD MEMBERSHIP. THE SLATE OF NOMINEES IS PRESENTED TO THE MEMBERSHIP BY PROXY BY THE NOMINATING COMMITTEE FOR APPROVAL. ONLY REGULAR MEMBERS SHALL HAVE ONE VOTE IN ANY ELECTION OR QUESTIONS SUBMITTED TO THE VOTE OF INSTITUTE MEMBERS EXCEPT THAT ASSOCIATE MEMBERS SHALL HAVE ONE VOTE EACH WITH RESPECT TO THE ELECTION OF THE ASSOCIATE DIRECTOR. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE 990 IS PREPARED BY THE INDEPENDENT AUDITING FIRM THAT CONDUCTS THE AUDIT OF NIRI'S FINANCIAL STATEMENTS. MANAGEMENT THEN REVIEWS THE 990 AND DETERMINES THAT THE INFORMATION IS CONSISTENT WITH THE AUDITED FINANCIAL STATEMENTS. THE BOARD'S AUDIT & FINANCE COMMITTEE THEN CONDUCTS A FINAL REVIEW. A COMPLETE COPY IS MADE AVAILABLE TO THE FULL BOARD PRIOR TO SUBMISSION. |
| FORM 990, PART VI, SECTION B, LINE 12C | NIRI HAS A WRITTEN CONFLICT OF INTEREST POLICY THAT REQUIRES DISCLOSURE OF ANY POTENTIAL CONFLICTS OF INTEREST BY BOARD MEMBERS AND EMPLOYEES. NIRI PREPARED A CONFLICT OF INTEREST DOCUMENT THAT IDENTIFIES POTENTIAL CONFLICTS OF INTEREST, SCOPE OF THE POLICY, AND HOW SUCH CONFLICTS ARE REPORTED. THE STATEMENT IDENTIFIES THE INDIVIDUAL THAT POTENTIAL CONFLICTS OF INTEREST SHOULD BE REPORTED TO, INCLUDING A SUPERVISOR, NIRI EXECUTIVES, OR NIRI AUDIT COMMITTEE CHAIR, AS APPROPRIATE. THIS POLICY WAS DISTRIBUTED TO ALL EMPLOYEES AS PART OF THE EMPLOYEE HANDBOOK, BOARD MEMBERS RECEIVE A COPY OF THE POLICY AS PART OF THE BOARD ORIENTATION PROCESS. DIRECTORS ARE INSTRUCTED TO INFORM NIRI PROMPTLY OF ANY POTENTIAL CONFLICTS OF INTEREST AS DEFINED IN THE CONFLICT OF INTEREST POLICY. IN ADDITION, BOARD MEMBERS WERE SENT QUERIES CONCERNING POSSIBLE BUSINESS OR FAMILY RELATIONSHIPS WITH ONE ANOTHER TO DOCUMENT IF THERE WERE SUCH RELATIONSHIPS - NONE WERE NOTED. |
| FORM 990, PART VI, SECTION B, LINE 15 | NIRI HAS A COMPENSATION COMMITTEE OF THE BOARD THAT EVALUATES STAFF COMPENSATION AND BENEFITS COMPETITIVENESS. AN OUTSIDE CONSULTANT WAS ENGAGED IN 2014 TO DO A STAFF ASSESSMENT, BENCHMARKING NIRI AGAINST OTHER ASSOCIATIONS IN THE DC MARKETPLACE. THIS PROCESS IS TYPICALLY DONE EVERY 2-4 YEARS. THIS PROCESS WAS MOST RECENTLY UPDATED EARLY 2018. NIRI'S COMPENSATION COMMITTEE CONSISTS OF A CHAIRPERSON AND AT LEAST THREE ADDITIONAL ELECTED MEMBERS OF THE BOARD OF DIRECTORS, WHO SHALL INCLUDE THE CURRENT CHAIRPERSONS OF THE INSTITUTE'S OTHER STANDING AND SPECIAL COMMITTEES. THE COMMITTEE OVERSEES THE COMPENSATION AND BENEFITS FOR THE INSTITUTE'S PRESIDENT AND CEO AND SENIOR STAFF, AND RECOMMENDS ANY CHANGES TO COMPENSATION AND BENEFITS PHILOSOPHY AND/OR POLICY TO THE BOARD OF DIRECTORS. ANNUALLY EVERY STAFF PERSON IS ASSIGNED GOALS AND COMPLETES AN EVALUATION. ONGOING SALARY IS DETERMINED BY THE CEO BASED UPON AN EMPLOYEE EVALUATION AND COMPARABLES FOR THEIR POSITION. SALARIES ARE REVIEWED BY THE BOARD COMPENSATION COMMITTEE. IN ADDITION, SUCH PERSONS MAY, AS PART OF THEIR ANNUAL PERFORMANCE REVIEW, AND IN CONJUNCTION WITH AN EVALUATION OF THE SUCCESS OF THE ORGANIZATION, RECEIVE AN ANNUAL BONUS SUBJECT TO MANAGEMENT AND BOARD APPROVAL. |
| FORM 990, PART VI, SECTION C, LINE 19 | NIRI'S BY-LAWS, WHICH INCLUDES INFORMATION ABOUT NIRI'S MISSION, MEMBERSHIP, PURPOSE OF THE BOARD OF DIRECTORS, INFORMATION ABOUT CHAPTERS, AND OTHER RELEVANT PROCESSES, ARE AVAILABLE ON NIRI'S WEBSITE. |
| FORM 990, PART IX, LINE 11G | CONSULTANT FEES 462,358. DATA PROCESSING FEES 8,339. |
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