PMI - NL Bylaws 2013

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PMI NL Chapter Bylaws
Version 2
PMI Approved March 15, 2011
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Newfoundland Labrador Chapter Bylaws
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Article I – Name, Principal Office; Other Offices.

Section 1. Name/Non-Profit Incorporation.
This organization shall be called the Project Management Institute, Newfoundland Labrador Chapter (hereinafter “the PMI NL 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 Newfoundland Labrador, Canada.
Section 2. The PMI NL Chapter shall meet all legal requirements in the jurisdiction(s) in which the PMI NL Chapter conducts business or is incorporated/registered.
Section 3. Principal Office; Other Offices.
The principal office of the Chapter shall be located in St. John’s in the PROVINCE of Newfoundland Labrador. The PMI NL Chapter may have other offices such as Branch offices as designated by the PMI NL Chapter Board of Directors.
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Article II – Relationship to PMI.

Section 1. The PMI NL 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 PMI NL 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 PMI NL Chapter’s Charter with PMI.
Section 3. The terms of the Charter executed between the PMI NL 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 PMI NL Chapter shall be governed by and adhere to the terms of the Charter.
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Article III – Purpose and Limitations of the Newfoundland Labrador Chapter

Section 1. Purpose of the PMI NL Chapter.
A. 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 Newfoundland Labrador in a conscious and proactive manner.
B. Specific Purposes. Consistent with the terms of the Charter executed between the PMI NL Chapter and PMI and these Bylaws, the purposes of the PMI NL Chapter 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 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 other interested and involved in project management.
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e) To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
f) To collaborate with Universities and other Educational Institutions to encourage appropriate education and career development at all levels in project management.
g) To encourage academic and industrial research in the field of project management.
Section 2. Limitations of the Newfoundland Labrador Chapter.
A. General Limitations. The purposes and activities of the Newfoundland Labrador Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with the Newfoundland Labrador Chapter Articles of Incorporation.
B. The membership database and listings provided by PMI to the Newfoundland Labrador Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Newfoundland Labrador 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.
C. The officers and directors of the Project Management Institute, Newfoundland Labrador 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.
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Article IV – Chapter Membership.

Section 1. General Membership Provisions.
A. Membership in the Newfoundland Labrador Chapter requires membership in PMI®. The Newfoundland Labrador Chapter 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 Newfoundland Labrador Chapter 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 Newfoundland Labrador 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 Newfoundland Labrador Chapter.
D. Membership in the Newfoundland Labrador Chapter 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 Newfoundland Labrador Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Newfoundland Labrador Chapter to PMI within such one month delinquent period.
F. Upon termination of membership in the Newfoundland Labrador Chapter, the member shall forfeit any and all rights and privileges of membership.
G. All members, in good standing with PMI and the Chapter, shall have voting rights and shall be eligible to hold elected or appointed office in the PMI NL Chapter subject to Article VI, Section 5.
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Section 2. Classes and Categories of Members.
The Newfoundland Labrador Chapter shall not create its own membership categories. PMI Component membership categories shall be consistent with PMI membership categories.
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Article V – Chapter Board of Directors:

Section 1. The Newfoundland Labrador 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:
A. A minimum of seven (7) and maximum of twelve (12) Directors elected by the membership. Terms of office for the Officers with the exception of the President and Vice-President, shall be two (2) years. The President and Vice- President terms shall be a one (1) year term, with the Vice President elected annually, and automatically becoming the successor of the President at the start of the following term. All positions are limited to two (2) consecutive terms in the same position, and no more than five (5) consecutive terms on the Board in general. These positions are staggered so that at least one (1) Director and at most six (6) Directors are elected each year, with one of those positions being the Vice President. All Directors shall be members in good standing of PMI and of the PMI NL Chapter.
B. One (1) PMI NL Chapter Past President, who will perform in an advisory, non-voting capacity on the Board.
Section 3. President
The President shall be the chief executive officer for the Newfoundland Labrador 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. The President shall also serve as a member ex-officio with the right to participate and vote on all committees except the Nominating Committee.
Section 4. Secretary The Secretary shall keep the records of all business meetings of the Newfoundland Labrador Chapter and meetings of the Board.
Section 5. Treasurer The Treasurer shall oversee the management of funds for duly authorized purposes of the Newfoundland Labrador Chapter.
Section 6. Vice-President
The Vice-President shall have prime responsibility for the ongoing operations of the Chapter. He/ she shall assume presidential responsibilities if the President cannot fulfill the responsibilities for any reason.
Section 7. Immediate Past President
The Immediate Past President shall assist the President in liaison with PMI, if and when required. He/ She shall serve as a liaison to the Nomination Committee. He/she shall also assist in preparation and conduct of any projects, seminars or meetings in support of other Board Members or activities, which the Chapter decides to undertake.
Section 8. Director of Membership and Recruiting
The Director of Membership and Recruiting will be responsible for the development and maintenance of a Chapter membership plan that assures continued growth through recruiting, retaining, and partnering with major employers and Educational Institutions.
Section 9. Director of Programs
The Director of Programs is responsible for the development and delivery of programs relating to project
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management for each scheduled Chapter Meeting. The content of these programs is to be consistent and in accordance with the objectives of the Chapter and with approval of the Chapter Board.
Section 10. Director of Professional Development
The Director of Professional Development shall have prime responsibility for corporate development of the Chapter, including external marketing and promotion activities and special projects, and others as may be recommended by the President and agreed to by the Board.
He/ she will also be responsible for promoting Project Management Professionalism through the development of educational publications, seminars, and workshops designed to help members achieve PMI certification(s).
Section 11. Director of Communications and Public Relations
The Director of Communications and Public Relations is responsible for the timely dissemination and distribution of information both to and from the Chapter membership, using various tools to accomplish the objective.
Section 12. Director of Technology
The Director of Technology is responsible for selecting and maintaining the technology used for Chapter business, including but not limited to the Chapter website and email.
Section 13. Director of Volunteers
The Director of Volunteers is responsible for recruiting volunteers to contribute to the Chapters various committees, events and special projects, as deemed necessary by any Board member and or Committee chairperson.
Section 14. The Board shall exercise all powers of the Newfoundland Labrador 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 Newfoundland Labrador Chapter business and funds.
Section 15. 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 and may take part and vote in person only. At its discretion, the Board may conduct its business by teleconference, email or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.
Section 16.
The Board of Directors may declare an officer or Director at Large position to be vacant where an officer or Director at Large ceases to be a member in good standing of PMI or of the Newfoundland Labrador Chapter by reason of non-payment of dues, or where the officer or Director at Large fails to attend two (2) consecutive Board meetings. An officer or Director at Large may resign by submitting written notice to the President or the Secretary. 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 17: 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 Board.
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Section 18: If any officer or Director at Large 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 Vice-President shall assume the duties and office of the presiding officer for the remainder of the term.
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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 Newfoundland Labrador 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 the month following their election, 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. Candidates for Board positions may also be nominated by petition process established by the Nominating Committee or the Board. Elections shall be conducted during 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. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.
Section 5
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, 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 Chapter Nominating Committee, or other applicable body designated by the Chapter, will be the sole distributor(s) of all election materials for Chapter elected positions.
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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 shall be appointed from the membership of the organization. The Newfoundland Labrador Chapter officers and/or Directors can serve 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 President with the approval of the Board
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Article VIII - Chapter Finance:

Section 1.
The fiscal year of the Newfoundland Labrador Chapter shall be from 1 January to 31 December.
Section 2. Newfoundland Labrador Chapter 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 Newfoundland Labrador 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.
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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.
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 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 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 Newfoundland Labrador Chapter shall be those members in good standing, present and in person.
Section 6.
All meetings shall be conducted according to parliamentary procedures determined by the Board.
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Article X - Inurement and Conflict of Interest:

Section 1.
No member of the Newfoundland Labrador Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Newfoundland Labrador Chapter, except as otherwise provided in these bylaws.
Section 2.
No officer, director, appointed committee member or authorized representative of the Newfoundland Labrador Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Newfoundland Labrador Chapter of actual and reasonable expenses incurred by an officer, director, committee member or authorized representative
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regarding attendance at Board meetings and other approved activities.
Section 3.
Newfoundland Labrador Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of Newfoundland Labrador Chapter and any corporation, partnership, association or other organization in which one or more of Newfoundland Labrador Chapter’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 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;
C. the contract or transaction is fair to Newfoundland Labrador Chapter and complies with the laws and regulations of the applicable jurisdiction in which Newfoundland Labrador 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 Newfoundland Labrador Chapter shall act in an independent manner consistent with their obligations to the Newfoundland Labrador 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 Newfoundland Labrador 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.
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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 Newfoundland Labrador Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Newfoundland Labrador 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 Newfoundland Labrador 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 Newfoundland Labrador Chapter, or is or was serving at the request of the Newfoundland Labrador Chapter as a director, officer, employee, trustee, agent or
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representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise.
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Article XII- Amendments:

Section 1. These bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing voting by electronic ballot, present at an annual meeting of the Newfoundland Labrador Chapter duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail 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 sent in writing 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 Newfoundland Labrador Chapter’s Charter with PMI.
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Article XIII – Dissolution:

Section 1. In the event that the Newfoundland Labrador Chapter 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 dissolve the Chapter.
Section 2. In the event the Newfoundland Labrador Chapter failed to deliver value to its members as outlined in PMI NL 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 Newfoundland Labrador Chapter is considering dissolving, the Newfoundland Labrador 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 Newfoundland Labrador 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.

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