Chapter Bylaws
Component Bylaws
For the Michigan Huron Valley Chapter Of Project Management Institute
Approved 5/16/11
Article I - Name, Principal Office:
Section 1. This organization shall be called the Project Management Institute, Michigan Huron Valley Chapter (hereinafter Michigan Huron Valley 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 Michigan. The Michigan Huron Valley Chapter is a 501(c) (6) organization.
Section 2. 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 3. Principle Office
The principal office of the Michigan Huron Valley Chapter shall be located in the State of Michigan within the geographic boundary of the chapter.
Article II - Relationship to PMI®:
Section 1. 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 2. The Bylaws of the Michigan Huron Valley Chapter may not conflict with the current PMI's Bylaws and all policies, procedures, rules or directives established or authorized by the PMI as well as with the Michigan Huron Valley Chapter's Charter with PMI.
Section 3. The terms of the Charter executed between the Michigan Huron Valley 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 Michigan Huron Valley Chapter shall be governed by and adhere to the terms of the Charter.
Article III - Purpose and Limitations of the Michigan Huron Valley Chapter:
Section 1. Purpose of the Michigan Huron Valley Chapter:
A. General Purpose. The Michigan Huron Valley 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 Michigan Huron Valley Chapter and PMI and these Bylaws, the purposes of the Michigan Huron Valley Chapter shall include the following:
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.
Section 2. Limitations of the Michigan Huron Valley Chapter.
A. General Limitations. The purposes and activities of the Michigan Huron Valley Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with Michigan Huron Valley Chapter’s Articles of Incorporation.
B. 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 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 Michigan Huron Valley Chapter shall be solely accountable for the planning and operations of the Component, and shall perform their duties in accordance with the Component’s governing documents; its Charter Agreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law.
Article IV - Michigan Huron Valley Chapter Membership:
Section 1. General Membership Provisions
A. 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.
B. 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.
C. Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of the Michigan Huron Valley Chapter and all policies, procedures, rules and directives lawfully made there under, including but not limited to the PMI Code of Conduct.
D. All members shall pay the required PMI and Michigan Huron Valley 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 Michigan Huron Valley Chapter.
E. 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.
F. 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 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 within such one month delinquent period.
G. Upon termination of membership in the Michigan Huron Valley Chapter, the member shall forfeit any and all rights and privileges of membership.
Section 2. Classes and Categories of Members. The Michigan Huron Valley Chapter shall not create its own membership categories. PMI Component membership categories shall be consistent with PMI membership categories.
Article V - Michigan Huron Valley Chapter 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 .
Section 2. The Board shall consist of the officers of the Michigan Huron Valley Chapter elected by the membership and shall be members in good standing of PMI and of the Michigan Huron Valley Chapter. Terms of office for the Officers shall be one year, limited to no more than 8 consecutive terms on the Board in general and 4 consecutive years in any one position (for terms effective on or after 05-17-10). If there is no individual willing or able to fulfill an open position on the Board due to this limit, that current officer or a former officer in good standing maybe re-elected for an additional term by a majority vote.
Section 3. The 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 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 Vice-President, Administration shall keep the records of all business meetings of the Michigan Huron Valley Chapter and meetings of the Board.
Section 5. 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 6. The Vice President, Programs shall oversee all programs sponsored by the Michigan Huron Valley Chapter.
Section 7. 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 8. The Vice President, Training shall be assigned to Training and other professional development programs, including but not limited to outreach programs.
Section 9. 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 10. The Past-President shall be a voting member of the Board who can assume any duties assigned by the Board.
Section 11. The Board shall exercise all powers of the Michigan Huron Valley 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 Michigan Huron Valley Chapter business and funds.
Section 12. 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 13. 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 Michigan Huron Valley 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 14: 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 15: 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 Past-President shall assume the duties and office of the presiding officer for the remainder of the term, then the Vice President, Programs and then Vice President, Finance..
Article VI - Michigan Huron Valley Chapter Nominations and Elections:
Section 1. The nomination and election of officers and directors shall be conducted annually in accordance with the eligibility specified in Article IV, Section 1 and the terms of office specified in Article V, Section 2. 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 election or the list of past Board members in good standing.
Section 3. Candidates who are elected shall take office on the first day 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 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 5. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.
Section 6. 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.
Section 5: In accordance with PMI policies, practices, procedures, rules and directives, no funds or resources of PMI or the Component may be used to support the election of any candidate or group of candidates for PMI, Component 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 Component Nominating Committee, or other applicable body designated by the Component, will be the sole distributor(s) of all election materials for Component elected positions.
Article VII - Michigan Huron Valley 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 Michigan Huron Valley Chapter officers and/or Directors can serve on the Michigan Huron Valley Chapter Committees.
Section 2. All committee members and a chairperson for each committee shall be appointed by the Chapter President with the approval of the Board.
Article VIII - Michigan Huron Valley Chapter Finance:
Section 1. The fiscal year of the Michigan Huron Valley Chapter shall be from 1 January to 31 December.
Section 2. Michigan Huron Valley Chapter annual membership dues shall be set by the Michigan Huron Valley Chapter’s Board and communicated to PMI in accordance with policies and procedures established by the PMI Board of Directors.
Section 3. The Michigan Huron Valley 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.
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, for certain financial matters or actions, such as tax reporting, banking, or debt-related matters, to a Board member other than the VP, Finance, excluding the President his/herself, in order to expedite efficient attention to outstanding financial matters of the Chapter. This could be for the purposes of completing an audit or filing taxes to balance the work load of the VP, Finance.
Article IX - Meetings of the Membership:
Section 1. An annual meeting of the membership shall be held at a time and location to be determined by the Board . These meetings may occur through electronic means such as e-mail or web site voting.
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. Notice of all annual meetings shall be sent by the Board to all members at least 45 days in advance of the meeting. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.
Section 4. Notice of all special meetings shall be sent by the Board in advance to those who will participate. The notice should indicate the time and place of the meeting and include the proposed agenda. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.
Section 5. Quorum at all annual and special meetings of the Michigan Huron Valley Chapter shall be those members in good standing, present and in person.
Section 6. All meetings shall be conducted according to parliamentary procedures determined by the Board.
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 Bylaws.
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:
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 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. To avoid any conflict of interest, no officer of the chapter should receive any personal profit from these advertisements. In all cases, best judgment will be used in listing such notices and all other conditions in the Bylaws relating to conflicts of interest shall be honored.
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 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 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.
Section 1. These bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing voting by paper or electronic ballot, 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, email, or electronic survey ballot returned within forty-five (45) days of the date by which members can reasonably be presumed to have received the ballot. Notice of proposed changes shall be sent in writing or email to the membership at least forty-five (45) days before such meeting or vote.
Section 2. Amendments may be proposed by the Board on its own initiative, or upon petition by ten percent (10%) of the voting members in good standing addressed to the Board. All such proposed amendments shall be presented by the Board with or without recommendation.
Section 3. All amendments must be consistent with PMI's Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with the Michigan Huron Valley Chapter's Charter with PMI.
Section 1. In the event that the Michigan Huron Valley Chapter of Project Management Institute or its governing officers failed to act according to these Bylaws, its policies or all PMI® policies, procedures, and rules outlined in the charter agreement, PMI® has a right to dissolve the Michigan Huron Valley Chapter of Project Management Institute.
Section 2. In the event the Michigan Huron Valley Chapter failed to deliver value to its members as outlined in Huron Valley Chapter’s business plan and without mitigated circumstance, the Component acknowledges that PMI® has a right to dissolve the Michigan Huron Valley Chapter , as per the terms of the Charter.
Section 3. In the event the Michigan Huron Valley Chapter of Project Management Institute is considering dissolving, the Huron Valley Chapter’s members of the Board of Directors must notify PMI® in writing and follow the component dissolution procedure as defined in PMI’s policy.
Section 4. Should the Michigan Huron Valley Chapter of Project Management Institute 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.
