Article I – Name, Principal Office and Relationship to PMI
Article II - Purpose
Article III - Membership
Article IV – Officers
Article V – Board of Directors
Article VI – Nominations and Elections
Article VII – Voting
Article VIII – Committees
Article IX - Finance
Article X – Meetings of the Chapter
Article XI – Inurnment and Conflict of Interest
Article XII - Indemnification
Article XIII- Amendments
Article XIV– Dissolution
Article XV – Governance
Article XVI – Adoption of Bylaws
Section 1. This organization shall be
called the Project Management Institute, Western Idaho Chapter (hereinafter
“the PMIWIC”). This
organization is a Chapter chartered by the Project Management Institute,
Incorporated (hereinafter “PMI®”) and separately incorporated as a
non-profit, tax-exempt corporation (or equivalent) organized under the laws
of the State of Idaho.
Section 2. The principal office of the
PMIWIC shall be located at
the mailing address of P.O. Box 7022,
Boise, Idaho 83707. This address will coincide with the Annual
Report to the Secretary of State of the State of Idaho.
Section 3. The PMIWIC is responsible to
the duly elected PMI Board of Directors and is subject to all PMI policies,
procedures, rules and directives lawfully adopted.
Section 4. The PMIWIC shall meet all
legal requirements in the jurisdiction(s) in which the PMIWIC conducts
business or is incorporated/registered.
Section 5. The bylaws of the PMIWIC may
not conflict with the current PMI’s Bylaws and all policies, procedures,
rules or directives established or authorized by the PMI Board of Directors
or the PMIWIC’s Charter with
PMI. The Board shall be responsible for maintaining and updating its Bylaws
to ensure proper operation and continued compliance with PMI Bylaws and all
applicable policies, and shall be responsible for demonstrating such
compliance to the PMI Board of Directors.
Section 6. The terms of the Charter
executed between the PMIWIC and PMI, including all restrictions and
prohibitions, shall take precedence over these Bylaws and other authority
granted hereunder. The PMIWIC Board shall be responsible for maintaining
and updating its Charter to ensure proper operation and continued compliance
with PMI Bylaws and all applicable policies, and shall be responsible for
demonstrating such compliance to the PMI Board of Directors.
Section 1. The objectives of the PMIWIC
are to:
A.
Promote and advance Project Management as a profession.
B.
Provide networking opportunities for Project Managers.
C.
Promote PMI as the premier organization for Project Managers.
D.
Encourage Project Managers to become certified.
E.
Provide Project Management training and educational opportunities to
the members and non-members.
Section 1. Membership in this organization
is voluntary and shall be open to any eligible person interested in
furthering the purposes of the organization. Membership shall be open to
all eligible persons without regard to race, creed, color, age, sex, marital
status, national origin, religion, or physical or mental disability.
Section 2. Membership in the PMIWIC
requires membership in PMI. The PMIWIC shall not accept as members any
individuals who have not been accepted as PMI members, and shall not create
its own membership categories.
Section 3. Members in good standing, with
dues and chapter fees paid current are entitled to vote in chapter elections
and hold an office.
Section 4: Members shall be governed by
and abide by the PMI Bylaws and by the bylaws of the PMIWIC and all
policies, procedures, rules and directives lawfully made thereunder.
Section 5: All members shall pay the
required PMI and Component membership dues to PMI and in the event that a
member resigns, membership dues shall not be refunded by PMI or the PMIWIC.
Section 6: Membership in the PMIWIC shall
terminate upon the member’s resignation, failure to pay dues or expulsion
from membership for just cause.
Section 7: Members who fail to pay the
required dues for one (1) month shall be delinquent and their names removed
from the official membership list of the PMIWIC. A delinquent member may be
reinstated by payment in full of all unpaid dues for PMI and the PMIWIC to
PMI.
Section 8: Upon termination of membership
in the PMIWIC, the member shall forfeit any and all rights and privileges of
membership.
Section 9. The membership database and
listings provided by PMI to the PMIWIC may not be used for commercial
purposes and may be used only for non-profit purposes
directly related to the business of the
PMIWIC, consistent with PMI policies.
Section 1. The PMIWIC shall have officers
to serve among the following positions: Immediate Past President, President,
VP Communications, VP Publicity, VP Professional Development, VP –
Membership, VP – Programs, and VP
Finance. All officers shall be members in good standing of PMI and of the
PMIWIC. Each term of office shall be one year. There shall be no term
limit.
Section 2. The President shall be the
chief executive officer for the PMIWIC and of the Board, and shall perform
such duties as are customary for presiding officers, including making all
required appointments with the approval of the Board. The President shall
also serve as a member ex-officio with the right to vote on all committees
except the Nominating Committee.
Section 3. The VP Communications shall keep the records of all business
meetings of the PMIWIC and meetings of the Board, and maintain the Chapter’s
Internet operations.
Section 4. The VP Publicity is responsible raising awareness of the PMI and
the Chapter in the community.
Section 5. The VP Finance shall oversee
the management of funds for duly authorized purposes of the PMIWIC.
Section 6. The VP Professional Development
shall maintain the chapter library and manage the distribution of
information regarding education and certification, as well as training
opportunities offered by the chapter.
Section 7. The VP Membership shall be
responsible for maintaining and/or increasing membership in the chapter.
Section 8. The VP Programs shall be
responsible for arranging and overseeing presentations at regular chapter
meetings.
Section 9. The Immediate Past President
shall serve as head of the Nominating Committee
Section 10. The Board of Directors shall
from time to time add officer positions as the need arises.
Section11. Roles and responsibilities of
each officer will be further delineated in the Chapter’s “Roles and
Responsibilities of Officers”.
Section 1. The PMIWIC shall be governed
by a Board of Directors (Board). The Board shall be responsible for
carrying out the purposes and objectives of the non-profit corporation (or
equivalent). The Board shall be solely responsible and accountable for
strategic planning and the establishment of policy with respect to
activities of PMIWIC. The PMIWIC Board shall oversee the management,
control and supervision of the business as well as other lawful activities
and affairs deemed necessary to further the objectives of the Chapter
including an annual report to its members.
Section 2. The Board shall consist of the
officers of the PMIWIC.
Section 3. The Board shall exercise all
powers of the PMIWIC, except
as specifically prohibited by these bylaws, the PMI Bylaws and policies, and
the laws of the jurisdiction in which the organization is
incorporated/registered. The Board shall be authorized to adopt and publish
such policies, procedures and rules as may be necessary and consistent with
these bylaws and PMI Bylaws and policies, and to exercise authority over all
PMIWIC business and funds. All decisions and votes made by the Board are
final.
Section 4.
PMIWIC Officers shall not receive
any compensation or other tangible or financial benefit for service on the
PMIWIC Board of Directors. However, the Board may authorize payment by
PMIWIC of actual, reasonable expenses incurred by Board members regarding
attendance at PMI approved activities.
Section 5. All PMIWIC Officers shall act
in an independent manner consistent with their obligations to PMIWIC and
applicable law, regardless of any other affiliations, membership, or
positions.
Section 6. All Officers of PMIWIC shall be
eligible members in good standing for the past two (2) consecutive years.
The PMIWIC Board may, in its discretion, determine additional qualifications
for Officers consistent with these Bylaws.
Section 7. The Board shall meet at the call of the President, or at the
written request of three (3) members of the Board directed to the VP
Communications. A quorum shall consist of no less than one-half of the
membership of the Board at any given time. Each member shall be entitled to
one (1) vote. At its discretion, the Board may conduct its business by
teleconference, facsimile or other legally acceptable means. Meetings shall
be conducted in accordance with parliamentary procedures determined by the
Board.
Section 8. The Board of Directors may declare an officer or position to be
vacant where an officer ceases to be a member in good standing of PMI or of
the PMIWIC by reason of non-payment of dues, or where the officer or fails
to attend two (2) consecutive Board meetings. An officer may resign by
submitting written notice to the President or VP Communications. Unless
another time is specified in the notice or determined by the Board, the
resignation shall be effective upon receipt by the Board of the written
notice.
Section 9: An officer may be removed from
office for just cause in connection with the affairs of the organization by
a two-thirds (2/3) vote of the members present and in person at an official
meeting of the membership, or by a two-thirds (2/3) vote of the Board.
Section 10: If any officer position
becomes vacant, the Board may appoint a successor to fill the office for the
unexpired portion of the term for the vacant position. In the event the
President is unable or unwilling to complete the current term of office, the
VP – Membership shall assume the duties and office of the presiding officer
until such time as the board appoints a replacement for the remainder of the
term.
Section 11. Any action required or
permitted to be taken at a meeting of the PMIWIC Board may be taken without
a meeting if a consent in writing, setting forth the action taken, is signed
by all Board members. Such consent shall have the same force and effect as
an affirmative vote at a meeting duly called. The signed consents or a
signed copy shall be placed in the minutes book of the Board.
Section 11. The Annual Meeting of the
PMIWIC Board of Directors shall be held to coincide with the PMIWIC Annual
Membership Meeting, or at a time and place designated by a majority of the
Board, for the transaction of business that comes before the Board. Notice
of regular Board meetings may be provided in any manner determined by the
Board. At its discretion, the Board may conduct its business by
teleconference, facsimile or other legally acceptable means. Meetings shall
be conducted in accordance with parliamentary procedures determined by the
Board.
Section 1. A Nominating Committee shall be
established to oversee and supervise the nominating process for Officers of
PMIWIC. This Committee shall ensure appropriate procedures are in place for
the selection and presentation of qualified candidates to the membership.
Section 2. The
Immediate Past President shall serve as Nominating Committee Chair. The
Nominating Committee shall conduct the following activities under the
leadership of the Committee Chair:
Ø
Timely review and study of
credentials of qualified Officer nominees
Ø
Timely presentation of
qualified, individual nominees and slates of candidates
Ø
Identify qualified voters
Ø
Count ballots
Ø
Announce results during
Annual Membership Meeting
Section 3. A Nominating Committee shall
prepare a slate containing nominees for each Board position and shall
determine the eligibility and willingness of each nominee to stand for
election. Candidates for Board positions may also be nominated by petition
process established by the Nominating Committee or the Board. Elections
shall be conducted: (a) during the annual meeting of the membership; or (b)
by electronic ballot to all members in good standing prior to the annual
meeting of the membership. The candidate who receives a majority of votes
cast for each office shall be elected. Ballots shall be counted by the
Nominating Committee or by tellers designated by the Board.
Section 4. In the event that the office
of Immediate Past President should be vacant, the President, with approval
of the Board may appoint members to the Nominating Committee.
Section 1. All votes of the PMIWIC
membership taken at the Annual Membership Meeting will be conducted by
appropriate ballot. Each qualified voting member is entitled to one vote
per question or resolution only. Unless otherwise required by the Articles
of Incorporation, these Bylaws, or applicable law, all actions of the
membership shall be carried by majority vote. Except with respect to PMI
ballots, voting by proxy shall not be permitted.
Section 2. Voting may be by any means
permitted by law, including but not limited to mail, telephonic, and /or
electronic processes, or as President of the Chapter may determine is
reasonable and appropriate to ensure the integrity of the voting process.
Section 1. The Board may authorize the
establishment of standing or temporary committees to advance the purposes of
the organization. The Board shall establish a charter for each committee,
which defines its purpose, authority and outcomes. Committees are
responsible to the Board.
Section 2. All committee members and a
chairperson for each committee shall be appointed by the President with the
approval of the Board. Committee members may be appointed from the
membership of the organization.
Section 1. The fiscal year of the PMIWIC
shall be from 1 January to 31 December.
Section 2. Annual membership dues shall
be set by the Board and communicated to PMI in accordance with policies and
procedures established by the PMI Board of Directors.
Section 3. The Board shall establish
policies and procedures to govern the management of its finances and shall
submit required tax filings to appropriate government authorities.
Section 4. All dues billings, dues
collections and dues disbursements shall be performed by PMI.
Section 5. A budget showing anticipated
revenue and authorized expenses shall be adopted annually by the PMIWIC
Board. The annual budget for succeeding years shall be consistent with
Board approved annual budgeting policies and procedures.
Section 6. Accounting for the finances of
the Chapter shall conform to recommended practices of the American Institute
of Certified Public Accountants.
Section 7. The PMIWIC Board shall provide
for an annual review of the Chapter’s finances and financial statement by an
independent review process as defined by the Board. Results of such audit
shall be reported to the Board.
Section 8. No member, officer, committee,
chair, agent, or representative of the Chapter shall have authority or power
to expend Chapter funds, incur liability, or make any commitment for the
Chapter that will bind the Chapter or create any financial liability unless
specifically authorized by these Bylaws or by the prior express, written
approval of the Board.
Section 9. The PMIWIC Board authorizes the
VP – Finance and two other board members to issue checks, drafts, or other
orders for the payment of money, notes or other evidences of indebtedness in
the name of the Chapter. These authorized Officers have the authority to
issue payment for the dinner bills presented at the Chapter Membership
Meetings and for any approved budget item. The Board must first approve all
other items presented for payment.
Section 10. As may be determined by the
PMIWIC Board, any elected Officers or committee members who are responsible
for collection, disbursement, investment, or safekeeping of funds, may be
furnished a fidelity bond for the faithful performance of their duties, in
such form and amount (sum)as the Board shall prescribe and approve.
Section 1. Chapter Membership Meetings
shalll be held for the purpose of promoting the objectives of the PMIWIC as
stated in Article II Section 1 at dates and times selected by the Board of
Directors.
Section 2. An annual meeting of the
chapter shall be held at a date and location to be determined by the Board.
This meeting may be held in conjunction with a regularly scheduled Chapter
meeting.
Section 3. Special meetings of the
membership may be called by the President, by a majority of the Board, or by
petition of ten percent (10%) of the voting membership directed to the
President.
Section 4. Notice of all annual and
special meetings shall be sent by the Board to all members at least 45 days
in advance of the meeting. Action at such meetings shall be limited to
those agenda items contained in the notice of the meeting.
Section 5. A quorum at all annual and
special meetings of the PMIWIC shall be ten percent (10%) of the voting
membership in good standing, present in person.
Section 6. All meetings shall be
conducted according to parliamentary procedures determined by the Board.
Section 1. No member of the PMIWIC shall
receive any pecuniary gain, benefit or profit, incidental or otherwise, from
the activities, financial accounts and resources of the PMIWIC.
Section 2. No officer, director, appointed
committee member or authorized representative of the PMIWIC shall receive
any compensation, or other tangible or financial benefit for service on the
Board. However, the Board may authorize payment by the PMIWIC of actual and
reasonable expenses incurred by an officer, director, committee member or
authorized representative regarding attendance at Board meetings and other
approved activities.
Section 3. No officer, director,
appointed committee member or authorized representative of the PMIWIC shall
receive any compensation, or other tangible or financial benefit from any
element or activity of, or related to, the PMIWIC, except as reimbursement
for actual, reasonable expenses directly associated with a PMIWIC element or
activity, when authorized by the Board of Directors.
Section 4. All officers, directors,
appointed committee members and authorized representatives of the PMIWIC
shall act in an independent manner consistent with their obligations to the
PMIWIC and applicable law, regardless of any other affiliations,
memberships, or positions.
Section 5. All officers, directors,
appointed committee members and authorized representatives shall disclose
any interest or affiliation they may have with any entity or individual with
which the PMIWIC has entered, or may enter, into contracts, agreements or
any other business transaction, and shall refrain from voting on, or
influencing the consideration of, such matters.
Section 1. In the event that any person
who is or was an officer, director, committee member, or authorized
representative of the PMIWIC, acting in good faith and in a manner
reasonably believed to be in the best interests of the PMIWIC, has been made
party, or is threatened to be made a party, to any civil, criminal,
administrative, or investigative action or proceeding (other than an action
or proceeding by or in the right of the corporation), such representative
may be indemnified again reasonable expenses and liabilities, including
attorney fees, actually and reasonably incurred, judgments, fines and
amounts paid in settlement in connection with such action or proceeding to
the fullest extent permitted by the jurisdiction in which the organization
is incorporated. Where the representative has been successful in defending
the action, indemnification is mandatory.
Section 2. Unless ordered by a court,
discretionary indemnification of any representative shall be approved and
granted only when consistent with the requirements of applicable law, and
upon a determination that indemnification of the representative is proper in
the circumstances because the representative has met the applicable standard
of conduct required by law and in these bylaws.
Section 3. To the extent permitted by
applicable law, the PMIWIC may purchase and maintain liability insurance on
behalf of any person who is or was a director, officer, employee, trustee,
agent or authorized representative of the PMIWIC, or is or was serving at
the request of the PMIWIC as a director, officer, employee, trustee, agent
or representative of another corporation, domestic or foreign, non-profit or
for-profit, partnership, joint venture, trust or other enterprise.
Section 1. These bylaws may be amended by
a two-thirds (2/3) vote of the voting membership in good standing present at
an annual meeting of the PMIWIC duly called and regularly held; or by a
two-thirds (2/3) vote of the voting membership in good standing voting by
electronic ballot returned within forty-five (45) days of the date by which
members can reasonably be presumed to have received the ballot. Notice of
proposed changes shall be made available to the membership at least
forty-five (45) days before such meeting or vote.
Section 2. Amendments may be proposed by
the Board on its own initiative, or upon petition by ten percent (10%) of
the voting members in good standing addressed to the Board. All such
proposed amendments shall be presented by the Board with or without
recommendation.
Section 3. All amendments must be
consistent with PMI’s Bylaws and the policies, procedures, rules and
directives established by the PMI Board of Directors, as well as with the
PMIWIC’s Charter with PMI.
Section 1. Should the PMIWIC dissolve for
any reason, its assets shall be dispersed to a charitable organization
designated by the voting membership after the payment of just, reasonable
and supported debts, consistent with applicable legal requirements.
Section 1. If any portion of these Bylaws
shall be invalid or inoperative, then, so far as reasonable, the remainder
of these Bylaws shall be considered valid and operative.
Section 2. Whenever these Bylaws require
notice to be given, the notice may be given in any manner permitted by law.
These Bylaws hereby nullify and replace the
PMIWIC Bylaws last amended October 16, 2002. These Bylaws were adopted by
the voting membership of PMIWIC, and no less than a two-thirds (2/3) vote of
the PMIWIC Board, and become effective July 1, 2004.
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