revised-bylaws

PMI Upstate New York Chapter Bylaws

Article I – Name, Principal Office; Other Offices.

Section 1.   Name/Non-Profit Incorporation

This organization shall be called the Project Management Institute, Upstate New York Chapter, Incorporated (hereinafter called the "PMI UNY 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 New York. All Chapters formed within the United States must be incorporated as 501(c) (6) organization.

Section 2.   The PMI UNY Chapter shall meet all legal requirements in the jurisdiction(s) in which the PMI UNY Chapter conducts business or is incorporated/registered. The principal office of the PMI UNY Chapter shall be located in the greater Capital Region, in the state of New York of the United States of America.

Section 3.   Principal Office; Other Offices.

The principal office of the PMI UNY Chapter shall be located in the city of Albany in the State of New York. The PMI UNY Chapter may have other offices such as Branch offices as designated by the PMI UNY Chapter Board of Directors in conjunction with PMI Global and in alignment with the charter between PMI and PMI Upstate New York.

Article II – Relationship to PMI.

Section 1.   The PMI UNY 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 UNY 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 UNY Chapter’s charter with PMI.

Section 3.   The terms of the Charter executed between the PMI UNY 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 UNY Chapter shall be governed by and adhere to the terms of the Charter.

Article III – Purpose and Limitations of the PMI UNY Chapter.

Section 1.   Purpose of the PMI UNY Chapter

A.    General Purpose. THE PMI UNY 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 a conscious and proactive manner.

B.     Specific Purposes. Consistent with the terms of the Charter executed between the PMI UNY Chapter and PMI and these Bylaws, the purposes of the PMI UNY Chapter shall include the following:

1.       To foster professionalism in the management of projects.

2.       To contribute to the quality and scope of project management.

3.       To stimulate appropriate global application of project management for the benefit of general public.

4.       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.

5.       To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.

6.       To provide PMI UNY Chapter members multiple opportunities to refresh their project management skills and earn professional development units (PDUs) in order to renew their PMI project management certification through multiple sponsored PMI UNY Chapter activities and events.

Section 2.   Limitations of the PMI UNY Chapter.

A.    General Limitations. The purposes and activities of the PMI UNY Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMI UNY Chapter Articles of Incorporation.

B.     The membership database and listings provided by PMI to the PMI UNY Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the PMI UNY 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 PMI UNY Chapter shall be solely accountable for the planning and operations of the Chapter, and shall perform their duties in accordance with the Chapter’s governing documents; its Charter Agreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law.

 Article IV – PMI UNY Chapter Membership.

Section 1.   General Membership Provisions.

A.    Membership in the PMI UNY Chapter requires membership in PMI®. The PMI UNY 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 PMI UNY Chapter and all policies, procedures, rules and directives lawfully made there under, including but not limited to the PMI Code of Conduct.

C.     All members shall pay the required PMI and the PMI UNY Chapter 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 PMI UNY Chapter.

D.    Membership in the PMI UNY 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 PMI UNY Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the PMI UNY Chapter to PMI within such one-month delinquent period.

F.     Upon termination of membership in the PMI UNY Chapter, the member shall forfeit any and all rights and privileges of membership.

G.    All PMI UNY Chapter members are eligible to vote and are eligible to run for and hold a PMI UNY Chapter Board position. 

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

Article V – PMI UNY Board of Directors:

Section 1.   The PMI UNY 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 PMI UNY Chapter elected by the membership and shall be members in good standing of PMI and of the PMI UNY Chapter. Terms of office for the Officers shall be 2 years, limited to 2 consecutive terms in the same position, and no more than 4 consecutive terms on the Board in general. These positions are staggered so that 3 positions are available for election in ODD years and 4 positions are available for election in EVEN years. The functional Officer roles will be determined each year after the election by Board majority vote in keeping with Chapter policy on Board Positions to account for continuity of operations.

Section 3.   The President shall be the chief executive officer for the PMI UNY 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.  The Secretary shall keep the records of all business meetings of the PMI UNY Chapter and meetings of the Board, and ensure good governance of Board actions and that Chapter operations are in line with PMI®

Section 5.   The Vice President of Finance shall oversee the management of funds for duly authorized purposes of the PMI UNY Chapter. This individual shall, with Board input, develop and maintain an annual budget.

Section 6. The Vice President of Membership shall be responsible for the development and maintenance of a Chapter membership plan, including all outreach and marketing efforts. This individual shall maintain a listing of all members with pertinent information for Chapter business, and source volunteers to support Chapter activities.

Section 7. The Vice President of Professional Development shall be responsible for organizing and coordinating activities to promote the certification and continuing education of Chapter members, and identifying and providing to membership, opportunities for education in Project Management.

Section 8. The Vice President of Events and Programming shall be responsible for organizing and coordinating chapter activities including Chapter Meetings, Special Meetings, and other member activities as directed by the Board.

Section 9. The Vice President of Information Technology shall be responsible for maintaining digital assets of the PMI UNY Chapter, safeguarding protected information, and ensuring appropriate information security practices are used for Chapter operations.

Section 10.   The Board shall exercise all powers of the PMI UNY 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 PMI UNY Chapter business and funds.

Section 11.   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, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

Section 12.   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 PMI UNY 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. 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 13.   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.

Section 14.   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 Secretary shall assume the duties and office of the presiding officer for the remainder of the term. If the Secretary cannot assume the duties and office of the presiding officer, the Board will appoint a candidate by majority vote. The Board may call for a special election by the chapter’s membership to fill the vacant position.

Article VI – PMI UNY Chapter Nominations and Elections:

Section 1.   The nomination and election of officers and directors 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 PMI UNY 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 June 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. The Nominating Committee may call on the resources of the PMI UNY Chapter, via the President or other members of the Board as appropriate, to carry out their duties. Candidates for Board positions may also be nominated by petition process established by the Nominating Committee or the Board. Elections shall be conducted 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 Nominating Committee or by tellers designated by the Board.

Section 4.  The Nominating Committee shall be made up of individuals appointed by the President no later than thirty days prior to the scheduled date of election. These individuals must be members in good standing of the PMI UNY Chapter. 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.

Article VII - PMI UNY 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 PMI UNY Chapter officers and/or Directors can serve on the PMI UNY 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.

Article VIII – PMI UNY Chapter Finance:

Section 1.   The fiscal year of the PMI UNY Chapter shall be from 1 July to 30 June.

Section 2.   PMI UNY Chapter annual membership dues shall be set by the PMI UNY Chapter Board and communicated to PMI in accordance with policies and procedures established by PMI.

Section 3.   The PMI UNY 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.

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. Notice of all annual meetings shall be sent by the Board 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, 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 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 PMI UNY Chapter shall be those members in good standing, present and in person.

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

Article X - Inurement and Conflict of Interest:

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

Section 2.   No officer, director, appointed committee member or authorized representative of the PMI UNY Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the PMI UNY 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. No member of the Board shall be an employee of, contractor with or owner of a registered PMI ATP.

Section 3.   PMI UNY Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of PMI UNY Chapter and any corporation, partnership, association or other organization in which one or more of PMI UNY 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 PMI UNY Chapter and complies with the laws and regulations of the applicable jurisdiction in which PMI UNY 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 PMI UNY Chapter shall act in an independent manner consistent with their obligations to the PMI UNY 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 PMI UNY 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 XI - Indemnification:

Section 1.   In the event that any person who is or was an officer, director, committee member, or authorized representative of the PMI UNY Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the PMI UNY 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 PMI UNY 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 PMI UNY Chapter, or is or was serving at the request of the PMI UNY 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 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 PMI UNY 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 thirty (30) 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 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 PMI UNY Chapter’s Charter with PMI.

Article XIII – Dissolution:

Section 1.   In the event that the PMI UNY 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 revoke the PMI UNY Chapter Charter and require the chapter to seek dissolution.

Section 2.   In the event the PMI UNY Chapter failed to deliver value to its members as outlined in PMI UNY Chapter’s business plan and without mitigated circumstance, the Chapter acknowledges that PMI® has a right to revoke the PMI UNY Chapter Charter and require the chapter to seek dissolution.

Section 3.   In the event the PMI UNY Chapter is considering dissolving, the PMI UNY Chapter’s members of the Board of Director must notify PMI® in writing and follow the Chapter dissolution procedure as defined in PMI’s policy.

Section 4.   Should the PMI UNY Chapter 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.