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Index of Bylaws
Article I - Name, Principal Office and Relationship to
Project Management Institute®*:
Section 1. This organization shall be called the Michigan Huron
Valley Chapter of Project Management Institute. 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 Michigan. The Michigan Huron Valley Chapter (Component)
number is C277.
Section 2. The principal office of the Michigan Huron Valley
Chapter shall be located in the State of Michigan within the geographic boundary
of the chapter.
Section 3. The Michigan Huron Valley 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 Michigan Huron Valley Chapter shall meet
all legal requirements in the jurisdiction(s) in which the Michigan Huron
Valley Chapter conducts business or is incorporated/registered.
Section 5. The By Laws of the Michigan Huron Valley
Chapter may not conflict with the current PMI's By Laws and all policies,
procedures, rules or directives established or authorized by the PMI Board
of Directors as well as with the Michigan Huron Valley Chapter's Charter with PMI.
Section 6. The terms of the Charter executed between
the Michigan Huron Valley Chapter and PMI, including all restrictions
and prohibitions, shall take precedence over these By Laws and other
authority granted hereunder.
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Article II - Purpose:
Section 1. The objectives of the Michigan Huron Valley Chapter are to:
A. Support project managers in the area in their quest to improve their knowledge
in the project management profession;
B. Support companies and organizations in the area as they improve their project
management culture; and
C. Support universities and colleges in the area as they improve the project management
representation in their curricula.
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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 Michigan Huron Valley Chapter requires membership in PMI.
The Michigan Huron Valley 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: All members in good standing shall be able to vote in general membership
meetings and to hold office in the chapter. A member shall be considered in good
standing if he or she is registered with the PMI as a member of the chapter and has
no dues in arrears.
Section 4: Members shall be governed by and abide by the PMI By Laws and by the
By Laws of the Michigan Huron Valley Chapter and all policies, procedures, rules
and directives lawfully made thereunder.
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 Michigan Huron Valley Chapter.
Section 6: Membership in the Michigan Huron Valley 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
Michigan Huron Valley Chapter. A delinquent member may be reinstated by payment
in full of all unpaid dues for PMI and the Michigan Huron Valley Chapter to PMI.
Section 8: Upon termination of membership in the Michigan Huron Valley 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 Michigan Huron
Valley Chapter may not be used for commercial purposes and may be used only for
non-profit purposes directly related to the business of the Michigan Huron Valley
Chapter, consistent with PMI policies.
Section 10. Board members who fail to meet the membership requirements shall immediately
be replaced.
Section 11. Board member terms of election are for one year. Each Board member must
be nominated and re-voted onto the Board each year, except as noted below in
Article V, Section 2 and in Article VI, Section 6.
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Article IV - Officers:
Section 1. The Michigan Huron Valley Chapter shall, after the first year
of operation, have seven(7) elected officers to serve in the following Board positions:
President
Vice President, Finance
Vice President, Communications
Vice President, Programs
Vice President, Membership
Vice President, Administration
Vice President, Training
All officers shall be members in good standing of PMI and of the Michigan Huron Valley
Chapter. The officers will serve one-year terms of office, except as noted in Article
VI Section 6. The officers will fulfill various Board assignments requiring specific
attention as they arise.
Section 2. The Chapter President shall be the chief executive officer for the Michigan
Huron Valley 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 Chapter President shall also serve as a member ex-officio with the
right to vote on all committees except the Nominating Committee.
Section 3. The Vice President, Administration shall keep the records of all business
meetings of the Michigan Huron Valley Chapter and meetings of the Board.
Section 4. The Vice President, Finance shall provide an annual financial plan and
oversee the management of funds for duly authorized purposes of the Michigan
Huron Valley Chapter. The VP, Finance will co-share access to the chapter bank
account with the chapter President.
Section 5. The Vice President, Programs shall oversee all programs sponsored by
the Michigan Huron Valley Chapter.
Section 6. The Vice President, Membership shall be responsible for all matters
pertaining to the recruitment and maintenance of members for the Michigan Huron
Valley Chapter.
Section 7. The Vice President, Training shall be assigned to Training and other
professional development programs, including but not limited to outreach programs.
Section 8. The Vice President, Communications shall be responsible for all
communications to the membership and community and establish and manage
distribution lists, e-mail, regular mail, web site content and maintenance,
and general community communications requirements.
Section 9. The Past-President shall be a voting member of the Board who
can assume any duties assigned by the Board.
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Article V - Board of Directors:
Section 1. The Michigan Huron Valley 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 initially consist of the officers of the Michigan
Huron Valley Chapter and be elected by the membership for one-year terms at the
first chapter meeting after the election of the new president at the April Board
meeting.
Section 3. The Board shall exercise all powers of the Michigan Huron Valley
Chapter, except as specifically prohibited by these By Laws, the PMI By Laws and
policies, 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
By Laws and PMI By Laws and policies, and to exercise authority over all
Michigan Huron Valley Chapter business and funds.
Section 4. The Board shall meet at the call of the Chapter President, or at the
written request of three (3) members of the Board directed to the Chapter
President. 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 5. The Board of Directors shall declare an officer or Director
position to be vacant where an officer or Director ceases to be a member
in good standing of PMI or of the Michigan Huron Valley Chapter by reason
of non-payment of dues, or where the officer or Director fails to attend
two (2) consecutive Board meetings (unless excused by the Chapter President).
An officer or Director may resign by submitting written notice to the
Chapter 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 or Director 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 or Director 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 Chapter President is
unable or unwilling to complete the current term of office, the
President-Elect shall assume the duties and office of the presiding
officer for the remainder of the term.
Section 8. Unless otherwise redefined or changed, in this set of By Laws
the terms Director, Board Member, and Vice President of the Board are
synonymous terms.
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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. Except for the
office of Chapter President, all voting members in good standing of the Michigan
Huron Valley 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. Nominations for the office of Chapter President shall be from the list
of members who are currently serving on the Huron Valley Chapter Board at the
time of the April Board meeting. The Chapter President shall be elected by
the members of the Board.
Section 3. Candidates who are elected shall take office on the first day of May
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. 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 except as noted in section 2 of this
Article). Ballots shall be counted by the Nominating Committee or by
tellers designated by the Board.
Section 5. No current member of the Nominating Committee shall be included in the
slate of nominees prepared by the Committee.
Section 6. The President shall be chosen from the existing Board members eligible
to vote for President. The succession in mid-term for the position of Chapter
President in the event that the President is unable to continue or has failed
to meet and sustain Board eligibility requirements shall be first the Vice
President, Programs and then Vice President, Finance.
Section 7. Nominees for a Board position will have served in a volunteer
capacity to the Chapter prior to being eligible for nomination for a
Board seat.
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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 Chapter President with the approval of the Board. Committee
members may be appointed from the membership of the organization.
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Article VIII - Finance:
Section 1. The fiscal year of the Michigan Huron Valley Chapter
shall be from 1 January to 31 December.
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 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.
Section 5. All chapter financial fiduciary duties will be performed by the VP,
Finance. Additionally, the President will have co-access to the Chapter bank
accounts and will have co-authority with the VP, Finance to disburse funds as
necessary to support the activities of the Chapter.
Section 6. The president alone shall have the authority to assign or delegate
responsibility, temporarily or permanently, for certain financial matters or
actions, such as tax reporting, banking, or debt-related matters, to a Board
member other than the VP, Finance in order to expedite efficient attention to
outstanding financial matters of the Chapter.
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Article IX - Meetings of the Membership:
Section 1. An annual meeting of the membership shall be held at
location to be determined by the Board and shall be the first Chapter meeting
to occur after the April Board meeting in which the new Chapter President is
elected by the Board.
Section 2. Special meetings of the membership may be called by the Chapter
President, by a majority of the Board, or by petition of ten percent (10%) of
the voting membership directed to the Chapter President.
Section 3. The Board shall send notice of all annual and special meetings to
all members at least one month 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. 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 Michigan Huron Valley Chapter
shall receive any pecuniary gain, benefit or profit, incidental or otherwise,
from the activities, financial accounts and resources of the Michigan
Huron Valley Chapter, except as otherwise provided in these By Laws.
Section 2. No officer, director, appointed committee member or authorized
representative of the Michigan Huron Valley Chapter shall receive any
compensation, or other tangible or financial benefit for service on the
Board. However, the Board may authorize payment by the Michigan Huron
Valley 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. Michigan Huron Valley Chapter may engage in contracts or transactions
with members, elected officers or directors of the Board, appointed committee
members or authorized representatives of Michigan Huron Valley Chapter and
any corporation, partnership, association or other organization in which
one or more of Michigan Huron Valley 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:
- 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;
- 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;
- the contract or transaction is fair to Michigan Huron Valley Chapter
and complies with the laws and regulations of the applicable jurisdiction
in which Michigan Huron Valley 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 Michigan Huron Valley Chapter shall act
in an independent manner consistent with their obligations to the Michigan
Huron Valley 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 Michigan Huron Valley 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.
Section 6. In accordance with PMI policies and with the appropriate disclaimers,
Huron Valley Chapter can include links, references, and announcements for a wide
variety of project-related activities, whether or not these are sponsored by HVC,
whether or not these are revenue generating, and whether or not these have
somehow been vetted for content, quality, or appropriateness. In all cases,
best judgment will be used in listing such notices and all other conditions
in the By Laws relating to conflicts of interest shall be honored.
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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 Michigan Huron
Valley Chapter, acting in good faith and in a manner reasonably believed to be in
the best interests of the Michigan Huron Valley 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 By Laws.
Section 3. To the extent permitted by applicable law, the Michigan Huron Valley
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 Michigan Huron Valley Chapter, or is or was serving at the request of the
Michigan Huron Valley 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.
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Article XII- Amendments:
Section 1. These By Laws may be amended by a two-thirds (2/3) vote of the voting
membership in good standing present at an annual meeting of the Michigan Huron
Valley 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
fifteen (15) 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 fifteen (15) days before such meeting or vote. Or,
a two-thirds (2/3) majority of the Board may approve amendments, which will
become permanent unless a membership challenge is issued within forty-five
(45) days of publishing the amended By Law to require a vote by the membership
on the amended and published By Laws.
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 By Laws and the
policies, procedures, rules and directives established by the PMI Board of
Directors, as well as with the Michigan Huron Valley Chapter's Charter
with PMI.
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Article XIII - Dissolution:
Section 1. Should the Michigan Huron Valley 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.
*The terms Project Management Institute and PMI are registered terms.
All Board Members:
Refer to PMI Component checklist of responsibilities for reference plus…
- Awareness and support of PMI HVC strategic plan, policies, procedures,
and officer job description
- Maintain awareness of PMI component requirements and resources
available:
- Participate in PMI regional and national events (i.e. Michigan Component
Leadership Meetings)
President
- Act as Chief Executive Officer for the Chapter and the Board
- Perform such duties as are customary for presiding officers
- Make all required appointments with the approval of the Board
- Serve as ex-officio member on all committees with the exception of the
Nominating Committee
- Chair monthly board meetings
- Help ensure all Board positions are filled
- Support the various committees as required
- Ensure all appropriate records for governance of the chapter are
maintained
- Represent the chapter at PMI events
Past-President
VP Administration
- Maintain records that are required for the component including copies of
governing documents current and past:
- Articles of incorporation
- Charter agreement with PMI (original signed copy) + charter renewal
from past 3 years
- By-laws and/or constitution
- Strategic plan, policies / procedures, job descriptions for all
officers
- Copies of any component agreements/contracts made with other
organizations
- Copies of component’s insurance policies
- Maintain copies of all official component communications (letters,
newsletters, flyers, publications, minutes, etc.) such as:
- Business meeting minutes for past 2 years + Decision Log and current
Action Item list
- Maintain a contact list for board member use
- Register programs and training events for PDU approvals through PMI REP
process
- Maintain a supply promotional and recognition gift items for PMI-HVC use
VP Communications
- Responsible for all communications to the membership and community
- Establish and manage distribution lists, e-mail and regular mail
- Establish and manage web site content and maintenance
- Respond to questions from chapter membership and community
VP Finance
- Oversees the management of funds for duly authorized purposes
- Maintains financial records of all business meetings of the PMI Huron
Valley Chapter and meetings of the Board, including:
- Collection of Chapter funds (PMP Exam Prep Classes, Monthly Chapter
Meetings, Special Events)
- Secure and file complete and proper vouchers for all expenditures
- Prepares annual budget and financial report on the activities of the
Chapter
- Prepares and files annual federal and state tax documents
VP Membership
- Monitor membership counts and the ins and outs of membership
- Contact new and renewing members, through welcome and welcome back
e-mails monthly
- Contact non-renewing members to determine the reason for non-renewal
- Contact existing members (as they renew) as well as departing members to
determine what, if anything, we could do better as a PMI Chapter to grow and
retain our membership
- Retain copies of component communications to new, renewing, prospective,
and past members
- Order PMI Information Kits and other marketing collateral materials
- Create and retain a copy of component member retention and recruitment
plan
- Create and retain copies of components brochures
VP Programs
The goal of the VP of programs is to ensure a queue of valuable
topics/presenters are identified and scheduled for monthly chapter meetings.
This can be accomplished by encouraging/ developing an active programs
committee, polling the membership at monthly meetings, and networking within
and outside the chapter for qualified speakers.
- Network to find members, friends, and other knowledgeable sources of
possible speakers. The task is not necessarily to find all the speakers,
but find others who can each recommend one or two speakers
- Manage logistics of speakers’ biographies, session description for
the Web page, and ordering food for the meetings one week ahead of time
- Other duties would be to recruit other program committee members and
organize in-person or virtual planning sessions
- Coordinate the catering activities for the monthly meeting; call the
catering manager one week ahead of the monthly chapter meeting and order
the food, etc
- Confirm the laptop and projector will be at the monthly chapter
meeting
- Plan for meeting evaluations; distribute and collect
- Align speakers with the interests of the chapter members by polling
the attendees on a periodic basis
- Coordinate the purchase and distribution of "door prizes" for the
monthly meetings
- Resolve schedule concerns related to holidays or other conflicts
that compete with the monthly meetings
- Coordinate information or publicity about the monthly meetings to
the VP of communications and to the website
- Coordinate speaker costs/fees/reimbursements with the VP of Finance
VP Training
- Arrange for facilities for training classes – MS Project, PMP Prep
- Arrange for equipment and refreshments at training classes
- Insure training material is updated for each class
- Order books for MS Project Training
- Get manuals printed for PMP Prep classes
- Get CDs burned for PMP Prep classes
- Hold training committee meetings as necessary
- Handle registrations for training classes
- Handle payments for training classes
- Promote the classes at monthly meetings
- Reply to emails from students regarding classes
Mid-term Succession Policy
- Succession to President in mid-term shall be first the VP Programs, and
then VP Finance (PMI HVC By Laws: Article VI, Section 6)
- If any other officer or VP position becomes vacant, the Board may
appoint a successor to fill the office for the unexpired portion of the
term. (PMI HVC By Laws: Article V, Section 7)
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