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 1A | THE EXECUTIVE 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 A, LINE 7B | ELECTION AND REMOVAL OF OFFICERS SERVING ON THE NIRI BOARD REQUIRE MEMBERSHIP APPROVAL. AMENDMENTS TO THE NIRI BYLAWS ALSO REQUIRE MEMBERSHIP APPROVAL. COMPOSITION, ELECTION, TERM AND QUALIFICATIONS: NOMINEES FOR THE REGULAR MEMBER DIRECTOR AND ASSOCIATE MEMBER DIRECTOR POSITIONS SHALL BE RECOMMENDED TO THE BOARD OF DIRECTORS BY THE NOMINATING AND GOVERNANCE COMMITTEE. BEFORE BEING PRESENTED TO THE GENERAL MEMBERSHIP AT THE NEXT ANNUAL MEETING, NOMINEES SHALL BE APPROVED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS VOTING WHERE A QUORUM IS PRESENT. FOUR (4) REGULAR MEMBER DIRECTORS SHALL BE ELECTED EACH YEAR BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE REGULAR MEMBERS VOTING WHERE A QUORUM IS PRESENT. EACH REGULAR MEMBER DIRECTOR SHALL HOLD OFFICE FOR A FOUR-YEAR TERM AND SHALL SERVE UNTIL HIS OR HER SUCCESSOR HAS BEEN DULY ELECTED AND HAS QUALIFIED. REMOVAL OR RESIGNATION: A DIRECTOR MAY BE REMOVED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE REGULAR MEMBERS OF THE INSTITUTE, PROVIDED THAT REMOVAL OF THE ASSOCIATE MEMBER DIRECTOR SHALL ALSO REQUIRE THE AFFIRMATIVE VOTE OF A MAJORITY OF ASSOCIATE MEMBERS OF THE INSTITUTE. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE 990 IS SENT TO THE FINANCE COMMITTEE AND PRESIDENT FOR REVIEW. THE FINANCE COMMITTEE PRESENTS AT THE FOLLOWING BOARD MEETING. DEPENDING ON THE TIMING OF THE RETURN IT MAY BE SIGNED PRIOR TO THE BOARD MEETING. |
| 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. THE COI POLICY IS REVIEWED PERIODICALLY AND APPROVED BY THE NIRI BOARD OF DIRECTORS. ABILITY TO COMPLY WITH THE CONFLICT-OF-INTEREST POLICY IS ONE OF THE MINIMUM QUALIFICATIONS TO JOIN THE NIRI BOARD. COI IS EXPLAINED AND EXAMPLES SHARED WITH NEW BOARD MEMBERS DURING THE ONBOARDING PROCESS. IN A SITUATION WHERE THERE IS A POTENTIAL, APPARENT OR ACTUAL CONFLICT OF INTEREST, THE AFFECTED INDIVIDUAL MUST COMPLETE AND SUBMIT THE COI DISCLOSURE FORM TO THE CEO AND OR THE CHAIR OF NIRI'S AUDIT COMMITTEE. THE DISCLOSED COI IS THEN EVALUATED BEFORE TAKING NECESSARY ACTIONS TO RESOLVE THE CONFLICT. DISCLOSURE FORMS ARE SAVED IN THE GOVERNANCE DOCUMENTS FOLDER. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE COMPENSATION COMMITTEE HAS BEEN ESTABLISHED BY THE BOARD OF DIRECTORS OF NIRI TO OVERSEE THE COMPENSATION AND BENEFITS FOR ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER AND TO RECOMMEND ANY CHANGES TO COMPENSATION AND BENEFITS PHILOSOPHY AND/OR POLICIES TO THE NIRI BOARD FOR APPROVAL. THE PURPOSE OF THE COMPENSATION COMMITTEE IS TO ACT ON BEHALF OF THE BOARD OF DIRECTORS OF THE NATIONAL INVESTOR RELATIONS INSTITUTE ("NIRI") TO (A) TO REVIEW AND DETERMINE ALL FORMS OF COMPENSATION TO BE PROVIDED TO THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, INCLUDING COMPENSATION, BONUS, BENEFITS AND PERQUISITES, (B) REVIEW AND APPROVE THE GENERAL BENEFITS, BONUS PLANS AND OTHER COMPENSATION TO BE PROVIDED TO NIRI EMPLOYEES, INCLUDING THE 401(K) PLAN. THE COMPENSATION COMMITTEE PERIODICALLY REVIEWS MARKET DATA TO ASSESS NIRI'S COMPETITIVE POSITION FOR THE THREE MAJOR COMPONENTS OF EXECUTIVE COMPENSATION (I.E., BASE SALARY, ANNUAL INCENTIVES AND BENEFITS) BY REVIEWING EXECUTIVE COMPENSATION SURVEYS, COMPILED BY THIRD-PARTY CONSULTANTS AND/OR OTHER GENERAL INDUSTRY COMPENSATION INFORMATION. THE COMMITTEE PROVIDES COMPENSATION, BENEFITS AND OTHER INCENTIVE PLANS TO ATTRACT AND RETAIN KEY STAFF WHO WILL ENHANCE NIRI'S PERFORMANCE AND CONTRIBUTE TO NIRI'S LONG-TERM SUCCESS; THE COMMITTEE ALSO CONSIDERS THE RECENT COMPENSATION HISTORY OF EXECUTIVES IN SIMILAR WASHINGTON, DC, AREA MEMBERSHIP ORGANIZATIONS,INCLUDING PERQUISITES, AND BENEFITS IN APPROVING THE COMPENSATION AND BENEFIT PLANS FOR NIRI EMPLOYEES. THE COMMITTEE SHALL HAVE ALL REQUISITE AUTHORITY, WITH BOARD APPROVAL, TO RETAIN AND TERMINATE OUTSIDE ADVISERS, INCLUDING COUNSEL, COMPENSATION EXPERTS, AND OTHER CONSULTANTS, WHO SHALL REPORT DIRECTLY TO THE COMMITTEE. THE COMMITTEE SHALL BE RESPONSIBLE FOR APPROVING THE TERMS AND COMPENSATION OF SUCH CONSULTANTS, WITH BOARD APPROVAL, AND NIRI SHALL BE RESPONSIBLE FOR THEIR COMPENSATION. THE COMMITTEE WILL REPORT TO THE BOARD OF NIRI REGARDING (I) ALL DETERMINATIONS MADE OR ACTIONS TAKEN PURSUANT TO ITS DUTIES AND RESPONSIBILITIES, AS SET FORTH ABOVE, (II) ANY RECOMMENDATIONS OF THE COMMITTEE SUBMITTED TO THE BOARD FOR ACTION, AND (III) OVERALL COMPENSATION PROGRAMS AND PRACTICES OF NIRI. THIS PROCESS LAST TOOK PLACE IN 2012. |
| 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. THE CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. |
| FORM 990, PART IX, LINE 11G | CONSULTANT FEES 340,775. |
| PART XII, LINE 2C | THE PROCESS FOR OVERSEEING AND SELECTING AN ACCOUNTANT HAS NOT CHANGED FROM THE PRIOR YEAR. |
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