National Investor Relations Institute

“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.”

“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.”

“Membership votes on board members at the Annual Meeting. The Annual Meeting is held after the year end board meeting.”

“Membership votes on bylaw changes.”

“The 990 is posted on the Board portal for review. Any questions are either answered via email, phone, or during the board meeting.”

“Secretary of the Board reviews the policy with the board annually.”

“In FY22, NIRI reviewd and updated all job descriptions. NIRI hired a consultant to do a salary analysis. Salary adjustments were made in FY22 and FY23.”

“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.”

“The governing documents, conflict of interest policy, and financial statements are available upon request.”