Article I – Name, Principal Office; Other Offices
Section 1. Name/Non-Profit Incorporation.
This organization shall be called the Project Management Institute, PMI® Northeast Wisconsin Chapter with Branches (hereinafter “ CHAPTER”). This organization is a Chapter chartered by the Project Management Institute, Inc. (hereinafter “PMI®”) and separately incorporated as a non-profit, tax exempt corporation (or equivalent) organized under the laws of THE STATE OF WISCONSIN. ALL Components formed within the United States must be incorporated as 501(c) (6) organization.
Section 2. The CHAPTER shall meet all legal requirements in the jurisdiction(s) in which the CHAPTER conducts business or is incorporated/registered.
Section 3. Principal Office; Other Offices.
The principal office of the CHAPTER shall be located in APPLETON or the North East area of Wisconsin in the STATE OF WISCONSIN. The Chapter may have other offices such as Branch offices as designated by the Chapter Board of Directors.
Article II – Relationship to PMI®
Section 1. The CHAPTER is responsible to the duly elected PMI® Board of Directors and is subject to all PMI® policies, procedures, rules and directives lawfully adopted.
Section 2. The bylaws of the CHAPTER may not conflict with the current PMI®’s Bylaws and all policies, procedures, rules or directives established or authorized by PMI® as well as with the CHAPTER’s Charter with PMI®.
Section 3. The terms of the Charter executed between the CHAPTER and PMI®, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder and in the event of a conflict between the terms of the Charter and the terms of these Bylaws, the CHAPTER shall be governed by and adhere to the terms of the Charter.
Article III – Purpose and Limitations of the CHAPTER
Section 1. Purpose of the CHAPTER.
- General Purpose. THE Chapter has been founded as non-profit, tax exempt corporation (or equivalent) chartered by PMI®, and is dedicated to advancing the practice, science, and profession of project management in Northeast, North Central Wisconsin and the Upper Peninsula of Michigan in a conscious and proactive manner.
- Specific Purposes. Consistent with the terms of the Charter executed between the CHAPTER and PMI® and these Bylaws, the purposes of the CHAPTER shall include the following:
- To supplement the purposes of PMI® as set forth in the PMI® bylaws.
- To advance the practice and professionalism of project management.
- To encourage and facilitate education, certification and professionalism in project management.
- To provide a forum for discussion and examination of problems, solutions, applications and ideas related to the management of projects.
- To disseminate within the primary area of operation of the Chapter information regarding the developments in project management.
- To foster communication between the public and private sectors, including academia, regarding project management.
Section 2. Limitations of the CHAPTER.
- General Limitations. The purposes and activities of the CHAPTER shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with CHAPTER Articles of Incorporation.
- The membership database and listings provided by PMI® to the PMI® CHAPTER may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the CHAPTER, consistent with PMI® policies and all applicable laws and regulations, including but not limited to those law and regulations pertaining to privacy and use of personal information.
- The officers and directors of the CHAPTER shall be solely accountable for the planning and operations of the Component, and shall perform their duties in accordance with the Component’s governing documents; its Charter Agreement; PMI®’s Bylaws, policies, practices, procedures, and rules; and applicable law.
Article IV – Chapter Membership
Section 1. General Membership Provisions.
- Membership in the CHAPTER requires membership in PMI®. The CHAPTER shall not accept as members any individuals who have not been accepted as PMI® members. There is only one membership for the chapter. Members of the chapter are members of the branch and visa versa. 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.
- Members shall be governed by and abide by the PMI® Bylaws and by the bylaws of the CHAPTER and all policies, procedures, rules and directives lawfully made there under, including but not limited to the PMI® Code of Conduct.
- All members shall pay the required PMI® and Chapter membership dues to PMI® and in the event that a member resigns or their membership is revoked for just cause, membership dues shall not be refunded by PMI® or the CHAPTER.
- Membership in the CHAPTER shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
- Members who fail to pay the required dues when due shall be delinquent for a period of one (1) month and their names removed from the official membership list of the CHAPTER. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI® and the CHAPTER to PMI® within such one month delinquent period.
- Upon termination of membership in the CHAPTER, the member shall forfeit any and all rights and privileges of membership.
- All chapter members in good standing are eligible to vote and hold office.
Section 2. Classes and Categories of Members. The CHAPTER shall not create its own membership categories. PMI® Component membership categories shall be consistent with PMI® membership categories.
Article V – CHAPTER Board of Directors
Section 1. The CHAPTER 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).
Section 2. The Board shall consist of the officers of the CHAPTER elected by the membership and shall be members in good standing of PMI® and of the CHAPTER. Terms of office for the President, President-Elect and Immediate Past President are 1 year terms for each position with a 3 year progression/commitment. Terms of office for VP Finance, VP Communications, VP Membership Services, VP Programs and VP Branch/Outreach will be 2 year terms. Odd year elections will include President Elect, VP Finance, VP Membership with confirmation of President (based on transition from President-Elect to President) and Immediate Past President. Even Year elections will include President-Elect, VP Communication, VP Programs, VP Outreach. Beginning in 2009, a non-retroactive term limit will take effect, limiting individuals to 9 consecutive elected years of service on the Board. If there is no individual willing or able to fulfill an open position on the Board due to this limit, that expiring officer may be re-elected for an additional term by a majority vote of the members..
Section 3. Officers - The Chapter shall have these elected officers: President, President Elect, Vice President of Finance (“Treasurer”), Vice President of Communications (“Secretary”), Vice President of Membership, Vice President of Programs, , Vice President of Outreach, and Immediate Past President (“Ex-Officio”).
Section 4. Role Definitions: All Officer duties shall be defined in a Statement of Duties adopted by the Board of Directors’ annual organizational meeting. The Board of Directors can amend the Statement of Duties as needed. The Statement of Duties should be reviewed by potential candidates to allow them to understand the potential board position. No Officer shall be named without a Statement of Duties accepted by the Board. The Statement of Duties shall be reviewed during the annual organizational meeting by each incoming board member. A brief description of the roles are as follows:
- The President shall be the chief executive officer for the CHAPTER 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 and with the right to vote on all committees except the Nominating Committee. The President shall also serve as the Ex-Officio after their term in office.
- The President Elect shall be the chief operating officer for the CHAPTER and shall be responsible for the strategic plan, the operational effectiveness and the maintenance of the chapters processes.
- The Vice President of Finance (“Treasurer”) shall oversee the management of funds for duly authorized purposes of the CHAPTER.
- The Vice President of Communications (“Secretary”) shall keep the records of all business meetings of the CHAPTER and meetings of the Board. The Vice President of Communications shall be responsible for the recording and posting of minutes from the Annual Business meeting as identified in Article IX section 6. The Vice President of Communications shall also maintain the chapter’s website and provide support for membership communication.
- The Vice President of Membership Services shall maintain membership records and be responsible for membership welcome and support. and for the recruitment and support of chapter volunteers.
- The Vice President of Programs shall be responsible for the program meetings of the chapter. This responsibility includes member certification and the Annual Professional development days event when held.
- The Immediate Past President (Ex-Officio) shall be the CHAPTER mentor for all Officers and Directors.
- The Vice President of Outreach “is responsible for developing and supporting initiatives which maintain or improve member satisfaction and community support for the defined geographic areas which our chapter serves. In addition, shall be responsible for corporate outreach to the communities the CHAPTER serves.
Section 5. The Board shall exercise all powers of the CHAPTER, except as specifically prohibited by these bylaws, the PMI® Bylaws and policies, its charter with PMI®, 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 CHAPTER business and funds.
Section 6. The Board shall meet at the call of the President, or at the written request of three (3) members of the Board. 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 7. The Board of Directors shall declare an officer position to be vacant where an officer or Vice President ceases to be a member in good standing of PMI® or of the CHAPTER by reason of non-payment of dues, or the Board may remove an officer who fails to attend two (2) consecutive Board meetings. An officer or Vice President may resign by submitting written notice to the President with notification to the Vice President of Communications (Secretary) for the purposes of archiving the information. 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 8: An officer may be removed from office for just cause in connection with the affairs of the organization by a sixty percent (60%) vote of the members present and in person at an official meeting of the membership, or by a sixty percent (60%) vote of the Board.
Section 9: If any officer or Vice President 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 PRESIDENT ELECT shall immediately assume the duties and office of the presiding officer for the remainder of the term or until such time that a replacement can be named and accepted by a 55% majority of the board.
Article VI – Chapter Nominations and Elections
Section 1. The nomination and election of officers and directors shall be conducted annually in accordance with the terms of office specified in Article IV, Section 1 and Article V, Section 2. All voting members in good standing of the CHAPTER shall have the right to vote in the election. Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, physical or mental disability, or unlawful purpose is prohibited.
Section 2. Candidates who are elected shall take office on the first day of January following their election, or three months after the election date, and shall hold office for the duration of their terms or until their successors have been elected and qualified.
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. Nominations may also be made from the floor at the program meeting prior to the Annual or special Business Meeting where the election will take place or by petition signed by five percent (5%) of the voting membership. Such petitions must be received five (5) days prior to the election date.
Section 4. Elections shall be conducted by electronic vote, or during an annual or special business meeting by either voice vote or ballot in compliance with the legal jurisdiction. The Nominating committee shall determine the voting process used for each election year. 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. The membership may accept and elect the slate of nominees, if there is only one candidate per open position, and therefore cast an affirmative vote for all candidates.
Section 5. Nominating Committee
- The Nominating Committee shall comprise the Immediate Past President (Ex-Officio) as Chair and not less than two (2) other members of the Chapter appointed by the Immediate Past President (Ex-Officio).
- No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.
- The Nominating Committee shall set and publish to the membership criteria for selection of nominees consistent with the Bylaws.
- The Nominating Committee shall provide each prospective nominee with a copy of the Statement of Duties, Article of Incorporation and Bylaws during the selection process.
- The Nominating Committee shall present prospective nominees to the Chapter at a regular meeting, immediately preceding the Annual or special Business Meeting where the election will take place.
Section 6: In accordance with PMI® policies, practices, procedures, rules and directives, no funds or resources of PMI® or the Component may be used to support the election of any candidate or group of candidates for PMI®, Component or public office. No other type of organized electioneering, communications, fund-raising or other organized activity on behalf of a candidate shall be permitted. The Component Nominating Committee, or other applicable body designated by the Component, will be the sole distributor(s) of all election materials for Component elected positions.
Article VII – CHAPTER Committees
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. Committee members may include member and non-members of the chapter. The committee Director shall be a member of the chapter. The CHAPTER officers and/or Directors can serve on be on the CHAPTER Committees, unless it specifically is restricted by the Bylaws.
Section 2. All committee members and a chairperson for each committee shall be appointed by the Board member who is responsible for the committee with the acceptance of the Board.
Article VIII - CHAPTER Finance
Section 1. The fiscal year of the CHAPTER shall be from 1-January to 31-December.
Section 2. The CHAPTER’s annual membership dues shall be set by the CHAPTER’S Board and communicated to PMI® in accordance with policies and procedures established by PMI®.
Section 3. The CHAPTER 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. Financial records shall be reviewed at a minimum of an annual basis, preferably at the end of the term of the Vice President of Finance (“Treasurer”).
Section 6. The incoming Board in consultation with the outgoing Officers shall prepare a draft budget for the activities and programs that they would like to pursue during the fiscal year beginning with 1 January of the calendar year following the incoming Board election. The draft Chapter budget, upon review, modification, and approval by the Board shall become the Chapter budget for the following year. Upon budget approval the respective Chapter Officers are commissioned to enact the approved activities and programs for that physical year.
Article IX – Meetings of the Membership
Section 1. An annual meeting of the membership shall be held at a date and location to be determined by the Board. The date of this meeting shall be no later than September 30 in order to ensure a smooth transition for newly elected board members.
Section 2. 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 3. Notice of all annual meetings shall be sent by the Board to all members at least thirty (30) 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 4. Notice of all special meetings shall by sent by the Board in advance to those who will participate. The notice should indicate the time and place of the meeting and include the proposed agenda. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.
Section 5. Quorum at all annual and special meetings of the CHAPTER shall be 25 members or ten percent (10%) of the voting membership in good standing, present either in person or via a teleconference service where members are identified individually, whichever is fewer.
Section 6. All Annual meetings shall be conducted according to parliamentary procedures determined by the Board. The Vice President of Communication (“Secretary”) shall prepare meeting minutes which shall be presented at the next Annual Business Meeting for approval. These minutes are to be sent or posted on the chapters Website for review with any meeting notices.
Section 7. The chapter may hold addition meetings that further the mission and vision of the organization. These meetings may include but are not limited to program meetings, educational forums and certification training. These meetings will be governed by the Chapter’s policy, committee charters, processes and procedures. Roles and responsibilities for these meetings will be defined in officers and directors statement of duties documents.
Article X – Branches of the CHAPTER
Section 1. Establishing a Branch.
Upon written permission granted by PMI® via the charter agreement, the Chapter shall be permitted to organize its members who reside in geographically limited areas in groups (hereinafter “Branch”) for the purpose of delivering its services locally. A Branch of the CHAPTER shall be governed by these Bylaws and shall conduct its business in compliance with the CHAPTER’s policies and procedures and its charter with PMI®.
Section 2. Geographic Area
Each Branch formed to service a defined geographic area will not extend its services beyond the geographic boundaries defined of the Chapter.
Section 3. Distribution of Dues All CHAPTER dues & fees will be collected by PMI®® on behalf of the CHAPTER and will be forwarded to CHAPTER. The CHAPTER will allocate funds to the Branch in accordance to CHAPTERS’ policies & procedures. Branches shall not create its own membership or dues.
Section 4. Limitations:
Branches shall abide by the limitations consistent with the chapter’s charter agreement with PMI®.
Article XI - Inurement and Conflict of Interest
Section 1. No member of the CHAPTER shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the CHAPTER, except as otherwise provided in these bylaws.
Section 2. No officer, director, appointed committee member or authorized representative of the CHAPTER shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the CHAPTER 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. The CHAPTER may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of the CHAPTER and any corporation, partnership, association or other organization in which one or more of the CHAPTERS’ directors, officers, appointed committee members or authorized representatives are: directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:
- The facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the board of directors prior to commencement of any such contract or transaction;
- The board in good faith authorizes the contract or transaction by a majority vote of the directors who do not have an interest in the transaction or contract;
- The contract or transaction is fair to the CHAPTER and complies with the laws and regulations of the applicable jurisdiction in which the CHAPTER is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the board of directors.
Section 4. All officers, directors, appointed committee members and authorized representatives of the CHAPTER shall act in an independent manner consistent with their obligations to the CHAPTER 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 CHAPTER 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.
Article XII - Indemnification
Section 1. In the event that any person who is or was an officer, director, committee member, or authorized representative of the CHAPTER, acting in good faith and in a manner reasonably believed to be in the best interests of the CHAPTER, 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 against 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 CHAPTER 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 CHAPTER, or is or was serving at the request of the CHAPTER 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.
Article XIII- Amendments
Section 1. These bylaws may be amended by a sixty percent (60%) vote of the voting membership in good standing present at an annual or special meeting of the CHAPTER duly called and regularly held; or by a sixty percent (60%) vote of the voting membership in good standing voting by electronic ballot returned within twentyone (21) days of the date by which members can reasonably be presumed to have received the ballot. Notice of proposed changes shall be sent in writing to the membership at least thirty (30) days before such meeting or vote.
Section 2. Amendments may be proposed by the Board on its own initiative, or upon petition by five percent (5%) 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 CHAPTER’s Charter with PMI®.
Article XIV – Dissolution
Section 1. In the event that the CHAPTER or its governing officers failed to act according to this bylaws and Chapter’S or all PMI® policies, procedures, and rules outlined in the charter agreement, PMI® has a right to dissolve the CHAPTER.
Section 2. In the event the CHAPTER failed to deliver value to its members as outlined in Chapter’S business plan and without mitigated circumstance, the Component acknowledges that PMI® has a right to dissolve the CHAPTER, as per the terms of the Charter.
Section 3. In the event the CHAPTER is considering to dissolve the chapter. The Chapter’S members of the Board of Director must notify PMI® in writing and follow the component dissolution procedure as defined in PMI®’s policy.
Section 4. Should the CHAPTER 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.