PMI Chicagoland Chapter Bylaws

Project Management Institute, Chicagoland Chapter

February 9, 2017

Article I – Name, Principal Office; Other Offices:

Section 1. This organization shall be called the Project Management Institute, Chicagoland Chapter Inc. (hereinafter “Chicagoland Chapter”). This organization is a 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 Illinois. All Chapters formed within the United States must be incorporated as 501(c) (6) organization.

Section 2. The Chicagoland Chapter shall meet all legal requirements in the jurisdiction(s) in which the Chicagoland Chapter conducts business or is incorporated.

Section 3. Principal Office; Other Offices. The principal office of the Chicagoland Chapter shall be located in Chicago, or the surrounding Chicago suburbs, in the State of Illinois, USA.

Article II – Relationship to PMI.

Section 1. The Chicagoland Chapter is responsible to the duly elected PMI Board and is subject to all PMI policies, procedures, rules and directives lawfully adopted.

Section 2. The Bylaws of the Chicagoland Chapter may not conflict with the current PMI’s Bylaws and all policies, procedures, rules or directives established or authorized by the PMI Board as well as with the Chicagoland Chapter’s Charter with PMI.

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

Article III – Purpose and Limitations of the Chicagoland Chapter:

Section 1. Purpose of the Chicagoland Chapter.

A. General Purpose. The Chicagoland 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 Chicagoland Chapter and PMI and these Bylaws, the purposes of the Chicagoland 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.

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 and profession of project management.

g)    To encourage and facilitate education, certification and professionalism in project management.

h)    To foster communication between the public and private sectors, including academia, regarding project management.

Section 2. Limitations of the Chicagoland Chapter.

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

B. The membership database and listings provided by PMI to the Chicagoland Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Chicagoland 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 Chicagoland 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 - Chicagoland Chapter Membership:

Section 1. General Membership Provisions.

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

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 Chicagoland 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 Chicagoland 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 Chicagoland Chapter.

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

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

G. All members of the Chicagoland Chapter in good standing (See chapter definition of Member in Good Standing) are eligible to vote and hold office.

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

Article V – Chicagoland Chapter Board of Officers (Hereafter known as the “Board”):

Section 1. The Chicagoland Chapter shall be governed by the 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 duly elected Officers of the Chicagoland Chapter elected by the membership and shall be members in good standing of PMI and of the Chicagoland Chapter (See Chapter definition of Member in Good Standing). The Board shall have a minimum of six (6) and a maximum of eleven (11) members. Terms of office for the Officers shall be one (1) year, limited to 4 consecutive terms in the same position, and no more than 8 consecutive terms on the Board in general. An individual’s term may be extended by a full vote of the board up to one additional term to ensure service to the membership.

Section 3. The President shall be the chief executive officer for the PMI Chicagoland 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 VP of Finance shall oversee the management of funds for duly authorized purposes of the PMI Chicagoland Chapter.

Section 5. The Board shall exercise all powers of the Chicagoland Chapter, except as specifically prohibited by these Bylaws, the PMI Bylaws and policies, and the laws of the jurisdiction of the State of Illinois in which the organization is incorporated. 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 Chicagoland Chapter business and funds.

Section 6. The Board shall meet at the call of the President, or at the written request of three (3) members of the Board. A quorum shall consist of no less than one-half of the membership of the Board at any given time. Each member shall be entitled to one (1) vote. At its discretion, the Board may conduct its business by teleconference, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with Roberts Rules of Order as determined by the Board.

Section 7. The Board may declare an Officer position to be vacant where an Officer ceases to be a member in good standing (See chapter definition of Member in Good Standing) of PMI or of the Chicagoland Chapter, by reason of non-payment of dues or where the Officer fails to attend two (2) 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 reading the notice into the next board meeting minutes after receipt by the President (or board if the President resigns) of the written notice.

Section 8. An Officer may be removed from office for just cause in connection with the affairs of the organization by a 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 9. If any Officer 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, a serving board member shall be elected by the Board to serve the remainder of the term. The Board may call for a special election by the chapter’s membership to fill the vacant position.

Article VI – Chicagoland Chapter 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 Chicagoland 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. (Refer to the PMI Chicagoland Chapter Board Slate Nomination Process for more details)

Section 2. Following their election, Officers-elect shall take office at the end of the current Board’s designated term and shall hold for the duration of their terms or until their successors have been elected and qualified

Section 3. A Nomination 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 Nomination Committee or the Board. Elections shall be conducted (a) during the annual business 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 slate approved by the majority of votes cast shall be elected.  Ballots shall be counted by the Nomination Committee or by tellers designated by the Board.

Section 4. No current member of the Nomination 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 Nomination 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 – Chicagoland 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 Chicagoland Chapter officers and/or Directors can serve on the Chicagoland 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 chapter leadership with the approval of the Board.

Article VIII - Finance:

Section 1. The fiscal year of the Chicagoland Chapter shall be from 1 January to 31 December.

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

Section 3. The Chicagoland 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 the membership at least 30 days 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 Chicagoland Chapter 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.

Article X – Inurement and Conflict of Interest:

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

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

Section 3. The Chicagoland Chapter may engage in contracts or transactions with members, elected Board Officers, appointed committee members or authorized representatives of the Chicagoland Chapter and any corporation, partnership, association or other organization in which one or more of Chicagoland 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 Officers who do not have an interest in the transaction or contract;
C. The contract or transaction is fair to Chicagoland Chapter and complies with the laws and regulations of the applicable jurisdiction in which Chicagoland 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 Chicagoland Chapter shall act in an independent manner consistent with their obligations to the Chicagoland 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 Chicagoland 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 Chicagoland Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Chicagoland 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 Chicagoland 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 Chicagoland Chapter, or is or was serving at the request of the Chicagoland 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; or by two-thirds (2/3) vote of membership present and voting present at a meeting of the Chicagoland Chapter duly called or 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 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 Chicagoland Chapter’s Charter with PMI.

Article XIII – Dissolution:

Section 1. In the event that the Chicagoland 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 Chicagoland Chapter Charter and require the chapter to seek dissolution.

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

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

Section 4. Should the Chicagoland 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.

 

Last revised and approved by PMI Global on February 9, 2017