PMI Northern Utah Chapter Bylaws

Article I – Name, Principal Office and Relationship to PMI

Section 1. This organization shall be called the Project Management Institute, Northern Utah Chapter

(hereinafter “the NU Chapter”). This organization is a NU Chapter chartered by the Project Management Institute, Incorporated (hereinafter “PMI®”) and separately incorporated as a non-profit, tax exempt corporation (or equivalent) organized under the laws of the state of Utah, in the United States of America.

Section 2. The principal office of the NU Chapter shall be located in Salt Lake City in the state of Utah.

Section 3. The NU 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 4. The NU Chapter shall meet all legal requirements in the state of Utah in which the NU Chapter conducts business or is incorporated/registered.

Section 5. The Bylaws of the NU Chapter may not conflict with the current PMI’s Bylaws and all policies, procedures, rules or directives established or authorized by the PMI Board of Directors as well as with the NU Chapter’s Charter with PMI.

Section 6. The terms of the Charter executed between the NU Chapter and PMI, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder.

Article II – Purpose

The purpose of the chapter is to be a resource and knowledge base for the advancement of all project management professionals in northern Utah.

The objectives of the chapter are:

1) To foster professionalism in the management of projects.

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

3) To provide a recognized forum for free exchange of ideas, applications, and solutions to project management challenges.

4) To stimulate the application of project management to the benefit of industry and the public.

5) To collaborate with universities and other educational institutions to encourage education and career development at all levels in project management.

Article III – Membership

Section 1. Membership in this organization is voluntary and shall be open to any eligible person interested in furthering the purposes of the organization. Membership shall be open to all eligible persons without regard to race, creed, color, age, sex, marital status, national origin, religion, or physical or mental disability.

Section 2. Membership in the NU Chapter requires membership in PMI. The NU Chapter shall not accept as members any individuals who have not been accepted as PMI members, and shall not create its own membership categories.

Section 3. The Chapter shall have two categories of members, each with rights and privileges as hereinafter indicated.

A. Regular Members-Any person meeting the general PMI membership eligibility, including corporate membership. Regular Members shall have voting rights.

B. Student Members-Individuals meeting the definition of PMI Student Members with the PMI. Student Members shall not have voting rights and may not hold any elected office in the Chapter.

Section 4: Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of the NU Chapter and all policies, procedures, rules and directives lawfully made there under.

Section 5: All members shall pay the required PMI and Component membership dues to PMI and in the event that a member resigns, membership dues shall not be refunded by PMI or the NU Chapter.

Section 6: Membership in the NU Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.

Section 7: Members who fail to pay the required dues for one (1) month shall be delinquent and their names removed from the official membership list of the NU Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues to PMI for PMI and NU Chapter Membership.

Section 8: Upon termination of membership in the NU Chapter, the member shall forfeit any and all rights and privileges of membership.

Section 9. The membership database and listings provided by PMI to the NU Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the NU Chapter, consistent with PMI policies.

Article IV – Officers:

Section 1. The NU Chapter shall have twelve elected officers to serve in the following positions: President, Vice President, Secretary, Treasurer, Director of Membership, Director of Publicity, Director of Education & Certification, Director of Programs, Director of Business Development, and three Trustees. All officers shall be members in good standing of PMI and of the NU Chapter. The officers will serve a one-year term of office.

Section 2. The President shall be the chief executive officer for the NU 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 vote on all committees except the Nominating Committee. The President will be responsible for the overall functioning of the Chapter, assuring that the Chapter Board works together as a team, dedicated to achieving the Chapter vision, mission and objectives as detailed in the Chapter Charter.

Roles
· Coordinate with the PMI National Office on Chapter business.

· Schedule, provide agendas and preside over all Business and Chapter meetings.

· Direct the activities of other officers toward Chapter goals and objectives.

· Appoint Nominating Committee members each year to conduct Chapter elections, subject to board approval.

· Submit an annual application for charter renewal.

· Represent the chapter, or appoint appropriate alternates, as a member of the Assembly of Chapter Presidents (ACP) at the semi-annual meetings and serve on any ACP subcommittees that may be established to form policy for the ACP.

· Represent the chapter with the media.

· Maintain and deliver all permanent records to the position successor as required.

Section 3. Vice President

The Vice President will serve as a back up to the President, provide support to Chapter Board members and the Chapter as a whole, and coordinate special efforts identified by the Chapter Board.

Roles

· Assist the President in liaison with the PMI National Office, if and when required.

· Assist in preparation of any special projects, seminars or meetings.

· Serve as backup President and assume presidential responsibilities if the elected President cannot fulfill the responsibilities for any reason.

· Direct preparation of Chapter Annual Report and Chapter Renewal Request.

· Maintain and deliver all permanent records to the position successor as required.

Section 4. Treasurer

The Treasurer shall oversee the management of funds for duly authorized purposes of the NU Chapter. The Treasurer will be responsible for the solicitation of input from Board members for development of financial goals and objectives for the Chapter, the preparation of an annual financial plan, as well as the collection and disbursement of all Chapter moneys.

Roles
· Manage all Chapter financial transactions including the collection of all Chapter dues from the PMI National Office, guest payments for Chapter meetings or special events, and the payment of all Chapter bills in accordance with chapter Board directives.

· Establish and maintain all required Chapter bank accounts and/or similar financial transactions, arranging for officer signatures as required.

· Maintain an IRS Employer Number and submit all required IRS tax-related filings on a local, state, and national level.

· Develop an annual budget within the first two months of the Chapter year.

· Develop the annual financial statement on the activities of the Chapter.

· Maintain and deliver all permanent records to the position successor as required.

Section 5. Secretary

The Secretary shall keep the records of all business meetings of the NU Chapter and meetings of the Board. The Secretary is responsible for the timely dissemination of information both to and from the Chapter membership. In addition, the position also includes publicity of the local Chapter and PMI to internal and external publications and through partnering with local businesses.

Roles
· Notify membership of nominating committee and provide appropriate contact information.

· Notify membership not less than ten (10) days before all meetings.

· Notify membership of all nominations twenty-one (21) days before election.

· Prepare and distribute minutes of general and chapter Board meetings to Board members.

· Maintain a file of all Chapter correspondence (meeting minutes, mailings, etc.)

· Prepare for, procure, and distribute Chapter stationary and printed materials.

· Distribute election ballots to membership.

· Receives and counts all returned ballots.

· Maintain and deliver all permanent records to the position successor as required.

Section 6. Director of Membership

The Director of Membership will be responsible for the development and maintenance of a Chapter membership plan that assures continued growth through aggressive recruiting and partnering with major Utah employers, and that seeks to retain members.

Roles
· Compile and maintain a current file of PMI members and potential members in the Chapter area of operations and solicit their affiliation with the local Chapter.

· Accept membership applications and forward to PMI National.

· Develop a chapter recruiting plan for approval by the Chapter board.

· Maintain and deliver all permanent records to the position successor as required.

Section 7. Director of Publicity

The Director of Publicity is responsible for preparing newsletters, meeting notices, and reporting local activities.

Roles
· Prepare, edit, and distribute Chapter newsletters.

· Place notices of Chapter meetings, events, workshops, seminars, and vendor shows.

· Submit information on Chapter activities for publication.

· In cooperation with Director of Programs, prepare text of meeting notices, articles, and newsletters.

· Maintain a Chapter Website.

· Establish contacts with businesses and local colleges/universities.

· Maintain and deliver all permanent records to the position successor as required.

Section 8. Director of Education & Certification

The Director of Education & Certification will be responsible for providing the membership with professional workshops and seminars designed to improve their knowledge of project management.

Roles
· Maintain a Chapter Library of project management reading material and professional publications.

· Help members understand the current PMP certification processes and inform membership of testing locations.

· Work with local educational institutions to enlist their support of Project Management Professionalism through PMI and the local Chapter.

· Coordinate with PMI National to understand and keep abreast of all PMP certification regulations and procedures.

· Prepare status reports for presentation at regular Chapter Board meetings.

· Maintain and deliver all permanent records to the position successor as required.

Section 9. Director of Programs

The Director of Programs is responsible for the 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 the objectives of the Chapter.

Roles
· Prepare and submit to the Board, for approval, program schedules and agendas showing all planned Chapter activities for the next 12 months.

· Identify and schedule guest speakers.

· Prepare program and meeting notices for publication and distribution by the Director of Publicity.

· Monitor and report on requirements, participation levels and general membership feedback.

· Manage all physical arrangements for each Chapter meeting and coordinate the facilities requirements with other officers, as needed.

· Prepare status reports for presentation at regular Chapter Board meetings.

· Maintain and deliver all permanent records to the position successor as required.

Section 10.Director Of Business Development

The Director of Business Development will be responsible for the development and maintenance of appropriate Chapter Sponsors and Advertisers with the intent to create income for the chapter.

Roles

· Find Chapter Meeting Sponsors.

· Find Annual Conference Sponsors.

· Find Newsletter and Website Advertisers

· Develop a chapter-advertising plan for approval by the Chapter board.

· Maintain the Advertiser Agreement Form.

· Maintain a List of Chapter Advertisers and Sponsors.

· Coordinate with Director of Publicity for release of advertisers.

· Coordinate with Director of Finance for the billing of advertisers.

· Maintain and deliver all permanent records to the position successor as required.

Section 11. Trustees

There will be three Trustees on the Chapter Board. Two of the trustees will be selected by Chapter membership by vote and the other will be filled by the immediate past Chapter President. In the event the past Chapter President is unable to fulfill this role, the current President will appoint a trustee from the membership at large. Trustees are voting members of the Board.

Roles
· Serve as board members to help foster the mission and goal of the Chapter.

· Serve as committee members, project members, or project managers on special projects.

Article V – Board of Directors:

Section 1. The NU 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.

Section 2. The Board shall consist of the officers of the NU Chapter.

Section 3. The Board shall exercise all powers of the NU Chapter, except as specifically prohibited by these Bylaws, the PMI Bylaws and policies, and the laws of the state of Utah 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 NU Chapter business and funds.

Section 4. The Board shall meet at the call of the President, or at the written request of three (3) members of the Board directed to the Secretary. 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, locally or remotely. 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 5. The Board of Directors shall declare an officer position to be vacant where an officer ceases to be a member in good standing of PMI or of the NU Chapter by reason of non-payment of dues, or where the officer fails to attend three (3) consecutive Board meetings. An officer 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 6: An officer may be removed from office for just cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.

Section 7: If any officer position becomes vacant, the Board, by two-thirds (2/3) vote, may appoint a successor to fill the office for the un-expired 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.

Article VI – 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 NU 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 3. Candidates who are elected shall take office on the first day of July following their election, and shall hold office for the duration of their terms or until their successors have been elected and qualified.

Section 4. 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. In addition to its own choice or choices, the Committee shall be required to include any nomination made by a petition signed by 10% of the Chapter membership. To be placed on the ballot, all nominees must be Chapter members in good standing and must agree to serve if elected. Elections shall be conducted by mail ballot to all voting members in good standing. Ballots will be mailed 21 days in advance to the Chapter members’ last known mailing address. This shall be deemed and considered adequate notice.

Section 5. The Secretary shall count the ballots. The candidate receiving a majority of votes for each office shall be elected. The results of the election shall be announced at the Chapter’s annual meeting.

Section 6. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.

Section 7. Nominees for President must have served previously on the Board of Directors of the Chapter, or on the Board of another PMI chapter to be eligible for the position.

Section 8. Officers shall be eligible to serve only two (2) consecutive terms in the same office.

Section 9. Tie votes for Officers occurring in the regular election processes shall be decided by majority vote of the Board. Tie votes within the Board shall be decided by a second, secret ballot with the Secretary casting two votes.

Article VII – 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.

Section 2. All committee members and a chairperson for each committee shall be appointed by the President with the approval of the Board. Committee members may be appointed from the membership of the organization.

Article VIII - Finance:

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

Section 2. Annual membership dues shall be set by the Board and communicated to PMI in accordance with policies and procedures established by the PMI Board of Directors.

Section 3. The Board shall 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. The Chapter finances shall be managed according to the following principles and practices:

· Every reasonable effort will be made to run meetings and activities on a self-supporting basis.

· Chapter financial records will be kept according to the cash basis of accounting. The cash basis of accounting recognizes revenues when cash is received and recognizes expenses when cash is paid out.

· The Chapter will attempt to maintain a cash reserve equal to one-half of the prior year’s total expenditures.

· In all other respects, generally accepted accounting principles (GAAP) for non-profit organizations will be followed.

· The financial operations of the Chapter shall be conducted under budgetary control. The budget shall be an annual budget recommended by the Treasurer and approved by the Board. The annual budget shall be adopted within the first two months of the Fiscal Year.

· Fees for Chapter sponsored events shall be as set by the Board of Directors. The Board shall define billing and collection procedures for fee amounts.

· No disbursements shall be made except for budgeted items without the express consent of the Board. Disbursements in excess of $500.00 shall be approved by the President.

· The Chapter shall not incur any debts in excess of its cash-on-hand.

· Check signing authority will be restricted to the President, Vice President, and Treasurer. Two of these three must sign all checks.

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 with a minimum of 15 days advance notice.

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 and special 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 4. A quorum at all annual and special meetings of the NU Chapter shall be ten percent (10%) of the voting membership in good standing, present in person.

Section 5. All board meetings shall be conducted according to parliamentary procedures determined by the Board.

Section 6. The Board of Directors shall arrange professional meetings as it sees fit to support the purpose of the Chapter. The Board shall make every reasonable effort to arrange at least eight professional meetings every calendar year. The meeting locations shall be decided by the Board of Directors.

Article X – Inurement and Conflict of Interest:

Section 1. No member of the NU Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the NU Chapter.

Section 2. No officer, director, appointed committee member or authorized representative of the NU Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the NU 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. No officer, director, appointed committee member or authorized representative of the NU Chapter shall receive any compensation, or other tangible or financial benefit from any element or activity of, or related to, the NU Chapter, except as reimbursement for actual, reasonable expenses directly associated with a NU Chapter element or activity, when authorized by the Board of Directors.

Section 4. All officers, directors, appointed committee members and authorized representatives of the NU Chapter shall act in an independent manner consistent with their obligations to the NU 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 NU 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 NU Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the NU 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 again reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated. Where the representative has been successful in defending the action, indemnification is mandatory.

Section 2. Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted only when consistent with the requirements of applicable law, and upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in these Bylaws.

Section 3. To the extent permitted by applicable law, the NU 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 NU Chapter, or is or was serving at the request of the NU 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 – Publications:

Section 1. A Chapter newsletter will be published in support of the objectives of the Chapter. The editorial and advertisement policies of the publication will be directed by the Board of Directors and implemented by the Director of Publicity. A copy of each newsletter will be sent to the PMI.

Section 2. A compilation of Chapter members’ and/or guest speakers technical articles and oral presentations presented at Chapter meetings will be collected by the Director of Programs for distribution and/or inclusion in the Chapter library.

Section 3. A website will be maintained to support the objectives of the Chapter. The editorial and advertisement policies of the website will be directed by the Board of Directors and implemented by the Director of Publicity. A webmaster will be nominated and approved to run the site by the Board of Directors.

Section 4. Other recurring or one-time publications intended for distribution to the Chapter membership will be authorized by the Board of Directors.

Article XIII- Amendments:

Section 1. These Bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing present at an annual meeting of the NU 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 twenty percent (20%) 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 NU Chapter’s Charter with PMI.

Article XIV – Dissolution:

Section 1. Should the NU 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.