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PMILIC 2014 Chapter Bylaws (October 2014/ Approved February 2015)


Article I – Name, Principal Office; Other Offices


Section 1: Name/Non-Profit Incorporation
This organization shall be called the Project Management Institute, Long Island Chapter (herein after “the PMILIC”). This organization is chartered by the Project Management Institute, Inc. (herein after “PMI”) and separately incorporated as a non-profit, tax exempt corporation (or equivalent) organized under the laws of the New York STATE. All chapters formed within the United States must be incorporated as a 501 (c)(6) organization.

Section 2: The PMILIC shall meet all legal requirements in the jurisdiction(s) in which PMILIC conducts business or is incorporated/registered.

Section 3: Principal Office; Other Offices
The principal office of the PMILIC shall be located in NORTH BABYLON in the STATE of New York. The PMILIC may have other offices such as branch offices as designated by the PMILIC Board of Directors.

Article II – Relationship to PMI

Section 1: The PMILIC is the responsibility of 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 PMILIC may not conflict with the current PMI Bylaws and all policies, procedures, rules, or directives established or authorized by PMI as well as with the PMILIC’s Charter with PMI.

Section 3: The terms of the Charter executed the PMILIC 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 PMILIC shall be governed by and adhere to the terms of the Charter.
 
Article III – Purpose and Limitations of the PMILIC

Section 1: Purpose of the PMILIC
A.    General Purpose: The PMILIC 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 a conscious and proactive manner.
B.    Specific Purposes: Consistent with the terms of the Charter executed between the PMILIC and PMI and these Bylaws, the purposes of the PMILIC shall include the following:
a.    To foster professionalism in the management of projects.
b.    To contribute to the quality and scope of project management.
c.    To stimulate appropriate global application of project management for the benefit of the general public.
d.    To provide a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and others interested and involved in project management.
e.    To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
f.    To advance the practice of the profession of project management within the Regional Long Island, New York area.
g.    To develop a growing and committed membership of Project Management Professionals active in the local chapter.
h.    To promote professional project management principles and techniques with local businesses, universities and professional associations, and expand corporate sponsorships.
i.    To create and deliver education that strengthens local project management skills and is consistent with the concepts covered in the “The Guide to the Project Management Body of Knowledge (PMBOK ®)”.

Section 2: Limitations of the PMILIC
A.    General Limitations: The purposes and activities of the PMILIC shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMILIC Articles of Incorporation.
B.    The membership database and listings provided by PMI to the PMILIC may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the PMILIC, 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.
C.    The officers and directors of the PMILIC shall be responsible for the planning and operations of the chapter, and shall perform their duties in accordance with the PMILIC’s governing documents, its charter agreement, PMI’s Bylaws, policies, practices, procedures, and rules, the PMILIC Articles of Incorporation and applicable law.

Article IV – PMILIC Membership

Section 1: General Membership Provisions
A.    Membership in the PMILIC requires membership in PMI. The PMILIC shall not accept as members any individuals who have not been accepted as PMI members.
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.
B.    Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of the PMILIC and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.
C.    All members shall pay the required PMI and PMILIC 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 PMILIC.
D.    Membership in the PMILIC or PMI shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
E.    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 PMILIC. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the PMILIC to PMI within such one month delinquent period.
F.    Upon termination of membership in the PMILIC, the member shall forfeit any and all rights and privileges of membership.
G.    Members in good standing are eligible to vote and hold office.

Section 2: Classes and Categories of Members
The PMILIC shall not create its own membership categories. PMILIC membership categories shall be consistent with PMI membership categories.

Article V – PMILIC Board of Directors

Section 1: Board of Directors
The PMILIC shall be governed by a Board of Directors. The Board of Directors shall be responsible for carrying out the purposes and objectives of the non-profit corporation (or equivalent). The President, President Elect (if filled) and Vice Presidents are the voting members of the Board of Directors.

Section 2: Term of Office
A.    The Board of Directors shall consist of the Officers of the PMILIC elected by the membership and others appointed by the elected officers. All members of the Board of Directors shall be members in good standing of PMI and the PMILIC.
B.    Terms of office for the Officers shall be two (2) years, and will be limited to three (3) consecutive terms in the same position and no more than four (4) consecutive terms on the Board in general.
C.    In the event there are no candidates for an elected position, and the previous Officer’s consecutive term has expired, the Officers may grant an extension for that Officer for an additional two year term.
D.    The elections for officer positions are staggered so that roughly half are elected each year.

Section 3: The President
The President shall be the Chief Executive Officer for the PMILIC and of the Board of Directors, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board of Directors. The President shall also serve as a member ex- officio      with the right to participate and vote on all committees except the Nominations Committee. The President, as Chief Executive Officer, will be responsible for the overall functioning of PMILIC and assurance     that the chapter Board of Directors works together as a team.

Section 4: The President Elect
The President Elect is an elected position. The President Elect shall serve for one-year with the responsibility and obligation to focus on learning the position of and successfully transitioning into the
 
President role of the PMILIC at the end of the one-year term. The President Elect shall be a voting member of the Board of Directors.

It is intended that, if the President Elect exhibits leadership in this role and is approved by the Board of Directors to assume the President position, he/she will succeed the President for a two-year term with an option for two additional years.

All nominees for President Elect must be from the current Board of Directors, or must be a candidate that is nominated by someone in one of the elected positions of the Board of Directors.

Section 5: Vice President of Governance and Administration
The VP of Governance and Administration is an elected position. This role is responsible for keeping the records of all business meetings of the PMILIC and meetings of the Board of Directors. The VP of Governance and Administration is also responsible for the timely dissemination of information to and from the chapter membership and the PMI Global Operations Center as required in accordance with chapter Bylaws and policies.

Section 6: Vice President of Finance
The VP of Finance is an elected position. This role is accountable for overseeing the management of funds for duly authorized purposes of the PMILIC and is responsible for developing chapter financial goals and objectives in accordance with chapter Bylaws.

Section 7: Vice President of Programs
The VP of Programs is an elected position. This role is responsible for development and delivery of programs relating to project management for each scheduled chapter meeting. The content of these programs is to be consistent and in accordance with chapter bylaws and policies.

Section 8: Vice President of Professional Development
The VP of Professional Development is an elected position. This role is responsible for professional development, education, and chapter events in accordance with chapter bylaws and policies. The VP of Professional Development is responsible for the development of chapter education activities to include: preparation and maintenance of PMI’s certifications as well as establishing and maintaining chapter professional development programs, live and on-line, maintain relationships with Registered Education Providers (R.E.P.s).

Section 9: Vice President of Membership & Volunteer Services
The VP of Membership and Volunteer Services is an elected role. This role is responsible for addressing the needs of chapter membership, including service delivery, recruiting, and retaining members in accordance with chapter bylaws and policies. The role is also responsible for addressing the needs of volunteers, including recruitment, retention, recognition, and leadership development training and support in accordance with chapter bylaws and policies.

Section 10: Vice President of Marketing & Public Relations
The VP of Marketing is an elected position. This role is responsible for marketing and public relations. The focus of the Vice President of Marketing and Public Relations is to continue to build a strong brand presence in the public domain which is critical to brand loyalty and awareness of the Chapter. The VP of Marketing shall be responsible for developing marketing, corporate relations, and communication programs in accordance with chapter bylaws and policies.

Section 11: Vice President of Outreach
The VP of Outreach is an elected position. This role is responsible for increasing the exposure and awareness of PMILIC to relevant associations on Long Island in accordance with the chapter bylaws and policies.

Section 12: Vice President of Communications
The VP of Communications is an elected position. The role is responsible for communications content, creating templates used to conduct chapter business, establishing and monitoring chapter communications procedures, overseeing those in charge of the chapter website, newsletter, and social media presence, and performing quality control on communications.

Section 13: Past President
The Past President role is responsible for overall oversight of the chapter and the Board of Directors in accordance with chapter bylaws and policies. The Past President is not a voting member of the Board of Directors.

Section 14: Strategic Advisors
There may be more than one Strategic Advisor on the Board of Directors at any one time. The role of a Strategic Advisor is to provide guidance to the Chapter’s Board of Directors specifically with regard to near and long-term strategic goals for the chapter and to serve as a conduit for disseminating PMI Global Operations Center data to the chapter. Strategic Advisors must have served as elected chapter officers for a minimum of six years in order to be eligible for this appointed position. Strategic Advisors are not voting members of the Board of Directors.

Section 15: Board Power
The Board of Directors shall exercise all powers of the PMILIC, 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 of Directors 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 PMILIC business and funds.

Section 16: Board Meetings
The Board of Directors shall meet at the call of the President or at the written request of three (3) members of the Board of Directors. A quorum shall consist of no less than one-half of the PMILIC elected officers at any given time. Each elected board member shall be entitled to one (1) vote and may take part and vote in person only. At its discretion, the Board of Directors 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 of Directors.

Section 17: Termination of Office
The Board of Directors may declare an Officer, Director, or Advisor position vacant where an Officer, Director, or Advisor ceases to be a member in good standing of PMI or PMILIC by reason of non- payment of dues, or where the Officer, Director, or Advisor fails to attend two (2) consecutive Board meetings. An officer, Director, or Advisor may resign by submitting a written notice to the VP of Governance and Administration. Unless another time is specified in the notice or determined by the Board of Directors, the resignation shall be effective upon receipt by the Board of Directors of the written notice.

Section 18:
An officer or Director at Large 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 elected officers.
 
Section 19:
If any Officer, Director, or Advisor position becomes vacant, the Officers may elect 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 assume the duties and office of the President for the remainder of the term and then continue as the President for the next term as described in Article VI, Section 1 “Election/Term for the President Elect”. In the event there is no President Elect or 2/3 of the chapter’s voting officers vote that the current President Elect should not assume the vacated President role, then the VP with the longest time as a PMILIC Board of Directors member shall assume the duties and office of the President for the remainder of the term. The Board of Directors may call for a special election by the chapter’s membership to fill the vacant position.

Section 20:
The Officers may create or eliminate any VP position(s) and underlying structures if the role or function no longer serves the needs of PMILIC with a 2/3 Board of Directors’ vote.

Article VI – PMILIC Nominations and Elections

Section 1: The Nomination and election of officers shall be conducted annually in accordance with the requirements contained in these Bylaws, including Article IV, Section 1 and Article V, Section 2 and this Article VI. All voting members in good standing of the PMILIC shall have the right to vote in the election. Discrimination in election and nomination procedures on the basis of race, creed, color, age, sex, marital status, national origin, or physical or mental disability is prohibited.
A.    All nominees for President must be from the current elected members of the Board of Directors (“Executive Board of Directors”) or from a candidate nominated by the Executive Board of Directors.
B.    All nominees for President Elect must be from the current Executive Board of Directors, or must be a candidate nominated by a member of the Executive Board of Directors.
C.    Election/Term for President Elect
     i.    At end of the President’s first year of his/her first term, the President declares to the Nominations Committee whether or not he/she intends to run for a second term as President. If the President declares he/she will run for a second term then there is no election for President Elect that year.
     ii.    If at the end of President’s first year of his/her first term the sitting President declares to the Nominations Committee that he/she will not seek a second term as President then there is an election for President Elect that year.
     iii.    Should a President hold office for a second term, then the election of the President Elect must take place at the end of the sitting President’s third (3rd) year, which is also the end of the first (1st) year of the second (2nd) term.
     iv.    The President Elect serves for the one year remaining in the existing President’s term and then assumes the Presidency at end of the President’s term for a minimum commitment of two years per the President’s job requirements.
     v.    At the end of the first 6 months of the President Elect’s term in office, the Executive Board of Directors have the right to evaluate his/her performance and vote to allow him/her to continue in this role or relieve them of their duties as President Elect. A 2/3 majority vote of the Executive Board of Directors is required for the President Elect to continue in this role for the remainder of their term

Section 2: Candidates who are elected shall take office as of the June Chapter General Meeting or second Wednesday in June if no June meeting is held, and shall hold office for the duration of their terms or until their successors have been elected and qualified.

Section 3: A Nominations Committee shall prepare a slate containing nominees for each Board of Directors position and shall determine the eligibility and willingness of each nominee to stand for election. Candidates for Board of Directors positions may also be nominated by petition process established by the Nominations Committee or the Board of Directors. Elections shall be conducted (a) during the annual meeting of the membership; or (b) by mail ballot to all voting members in good standing; or (c) by electronic vote in compliance with the legal jurisdiction. The candidate who receives a majority of votes cast for each office shall be elected. Ballots shall be counted by the Nominations Committee or by tellers designated by the Board of Directors.

Section 4: No current member of the Nominations Committee shall be included in the slate of nominees prepared by the Committee.

Section 5: Election Process
A.    Nominees are sought from the Executive Board of Directors for Officer Positions that are coming open. For each position where even one nominee is found, including if the current office holder wishes to run again for the same office, then the search for the nominees for that position stops. If no nominee steps forward, nominees are then sought from the tactical level Board of Directors. Again if one nominee is found, the search for nominees for the position stops. If no nominee steps forward, nominees are sought from the general membership.
B.    The “general membership” is all people who are members in good financial standing with PMILIC as identified by PMI.
C.    An election is then held; Nominee(s) provide brief biographies that are issued to the general membership. The members are urged to review the biographies and vote via an online election forum.
D.    Elections are held in the weeks prior to the June Chapter Meeting, except in the event of special elections, and the results announced at the June Chapter Meeting or via normal chapter communications if there is no June Chapter Meeting. The winner assumes office as of the June Chapter Meeting or the second Wednesday in June, if there is no June Chapter Meeting.
E.    In accordance with PMI policies, practices, procedures, rules and directives, no funds or resources of PMI or the chapter may be used to support the election of any candidate or group of candidates for PMI, a PMI chapter 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 Nominations Committee, or other applicable Board of Directors member designated by the chapter, will be the sole distributor(s) of all election materials for chapter elected positions.

Article VII – PMILIC Committees

Section 1: The Board of Directors may authorize the establishment of standing or temporary committees to advance the purposes of the organization. The Board of Directors shall establish a charter for each committee, which defines its purpose, authority and outcomes. Committees are responsible to the Board of Directors. Committee members shall be appointed from the membership of the organization. The PMILIC officers and/or Directors can serve on the PMILIC 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

Article VIII – PMILIC Finance

Section 1: the fiscal year of the PMILIC shall be from January 1st to December 31st.

Section 2: The PMILIC annual membership dues shall be set by the PMILIC’s Board of Directors and communicated to PMI in accordance with policies and procedures established by PMI.

Section 3: The PMILIC Board of Directors 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.

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 of Directors. Notice of all annual meetings shall be sent by the Board of Directors to all members at least 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 2: Special meetings of the membership may be called by the President; by a majority of the Board of Directors; or by petition of ten percent (10%) of the voting membership directed to the President.  Notice of all special meetings shall be sent by the Board of Directors to membership a reasonable   amount of time in advance of the meeting so as to allow membership the opportunity to participate          in such special meetings. 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 3: Quorum at all annual and special meetings of the PMILIC shall be those members in good standing, present and in person, or five percent (5%) of the voting membership in good standing, present and in person.

Section 4: All meetings shall be conducted according to parliamentary procedures determined by the Board of Directors.

Article X – Inurement and Conflict of Interest

Section 1: No member of the PMILIC shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the PMILIC, except as otherwise provided in these Bylaws.

Section 2: No officer, director, appointed committee member or authorized representative of the PMILIC shall receive any compensation, or other tangible or financial benefit for service on the Board of Directors. However, the Board of Directors may authorize payment by the PMILIC of actual and reasonable expenses incurred by an officer, director, committee member or authorized representative regarding attendance at Board of Directors meetings and other approved activities.

Section 3: PMILIC may engage in contracts or transactions with members, elected officers or directors of the Board of Directors, appointed committee members or authorized representatives of PMILIC and any corporation, partnership, association or other organization in which one or more of PMILIC’s 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:
A.    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.
B.    The Board of Directors in good faith authorizes the contract or transaction by a majority vote of the elected board members who do not have an interest in the transaction or contract.
C.    The contract or transaction is fair to PMILIC and complies with the laws and regulations of the applicable jurisdiction in which PMILIC is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Board of Directors.

Article XI – Indemnification

Section 1: In the event that any person who is or was an officer, director, committee member, or authorized representative of the PMILIC, acting in good faith and in a manner reasonably believed to be in the best interests of the PMILIC, 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 PMILIC 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 PMILIC, or is or was serving at the request of the PMILIC 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 XII – Amendments

Section 1: These Bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing who submit votes by electronic ballot; or by two-thirds (2/3) vote of the membership present and voting at a meeting of the PMILIC duly called and held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail ballot returned within thirty (30) days of the date by which members can reasonably be presumed to have received the ballot. Notice of a meeting to vote on changes to the Bylaws shall be sent in writing or electronic mail to the membership at least thirty (30) days before such meeting. For electronic ballot the duration of the vote on proposed changes shall be no less than ten
(10) days from the opening of the electronic ballot. All communications will be to those PMILIC members in good standing as indicated in the records as of the day immediately prior to when such notices are sent.

Section 2: Amendments may be proposed by the Board of Directors on its own initiative, or upon petition by ten percent (10%) of the voting members in good standing addressed to the Board of Directors. All such proposed amendments shall be presented by the Board of Directors 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 PMILIC’s Charter with PMI.

Article XIII – Dissolution

Section 1: In the event that the PMILIC or its governing officers failed to act according to these Bylaws, its policies or all PMI policies, procedures, and rules outlined in the charter agreement, PMI has a right to revoke the PMILIC Charter and require the chapter to seek dissolution.
Section 2: In the event the PMILIC fails to deliver value to its members as outlined in the PMILIC’s strategic plan and without mitigated circumstance, the chapter acknowledges that PMI has the right to revoke the PMILIC Charter and require the chapter to seek dissolution.

Section 3: In the event the PMILIC is considering dissolving, the PMILIC’S members of the Board of Directors must notify PMI in writing and follow the chapter dissolution procedure as defined in PMI’s policy.

Section 4: Should the PMILIC dissolve for any reason, its assets shall be dispersed to an organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.

Section 5: Unless superseded by law, dissolution of the chapter entity must be approved by a majority of the members voting on the motion to dissolve.

Last Updated: 2/4/2015

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