Chapter Bylaws
Bylaws of
the Project Management Institute, Southern
Caribbean Chapter
(Download
Bylaws in PDF Format)
Article I – Name,
Area of Operation, Principal Office and
Relationship to PMI:
Section 1. This organization shall be
called the Project Management Institute,
Southern Caribbean Chapter (hereinafter “the
PMI SCC”). 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 TRINIDAD AND
TOBAGO.
Section 2. The area of
operation of the Chapter is the Caribbean
islands with the exception of Jamaica,
Barbados and Puerto Rico.
Section 3.
The principal office of the PMI SCC shall be
located in PORT-OF-SPAIN in the Republic of
Trinidad and Tobago.
Section 4. The
PMI SCC is responsible to the duly elected
PMI Board of Directors and is subject to all
PMI policies, procedures, rules and
directives lawfully adopted.
Section
5. The PMI SCC shall meet all legal
requirements in the jurisdiction(s) in which
the PMI SCC conducts business or is
incorporated/registered.
Section 6.
The bylaws of the PMI SCC 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 CHAPTER’s
Charter with PMI.
Section 7. The
terms of the Charter executed between the
PMI SCC and PMI, including all restrictions
and prohibitions, shall take precedence over
these Bylaws and other authority granted
hereunder.
Article II -
Purpose:
Section 1. The
objectives of PMI SCC are to supplement the
purposes of PMI as set forth in the PMI
Constitution. The PMI SCC’s objectives are to
encourage and facilitate education,
certification and professionalism in project
management; to provide a forum for
discussion and examination of problems,
solutions, applications and ideas related to
the management of projects; to foster
communication between public and private
sectors regarding project management; and to
disseminate within the primary area of
operation of the Chapter information
regarding developments 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 PMI SCC requires membership in PMI. The
PMI SCC 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:
Members shall be governed by and abide by
the PMI Bylaws and by the bylaws of the
PMI SCC and all policies, procedures, rules
and directives lawfully made thereunder.
Section 4: 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 PMI SCC.
Section 5: Membership in the PMI SCC shall
terminate upon the member’s resignation,
failure to pay dues or expulsion from
membership for just cause.
Section 6:
Members who fail to pay the required dues
for three (3) months shall be delinquent and
their names removed from the official
membership list of the PMI SCC. A delinquent
member may be reinstated by payment in full
of all unpaid dues for PMI and the PMI SCC to
PMI.
Section 7: Upon termination of
membership in the PMI SCC, the member shall
forfeit any and all rights and privileges of
membership.
Section 8. The membership
database and listings provided by PMI to the
PMI SCC may not be used for commercial
purposes and may be used only for non-profit
purposes directly related to the business of
the PMI SCC, consistent with PMI policies.
Article IV –
Officers:
Section 1. The PMI SCC
shall have eleven (11) elected officers to
serve in the following positions: President;
Vice Presidents of Membership, Publications,
Marketing, Sponsorship,
Education/Certification, Technical Sessions,
Special Events, Finance, Compliance and
Strategic Alliances. All officers shall be
members in good standing of PMI and of the
PMI SCC. The officers will serve two-year
terms of office, staggered so that six
officer(s) are elected each year.
The
immediate Past President will serve as an
ex-officio officer of the Board.
Section 2. The President shall be the chief
executive officer for the PMI SCC 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.
Section 3. The
VP, Compliance shall keep the records of all
business meetings of the PMI SCC and meetings
of the Board and in general shall perform
advisory functions to ensure compliance to
this Bylaw, PMI bylaws and the laws of the
countries comprising the PMI SCC area of
operations.
Section 4. The VP,
Finance shall oversee the management of
funds for duly authorized purposes of the
PMI SCC.
Section 5. The VP, Membership
shall maintain the records of membership and
engage in activities to maintain existing
membership and attract new members.
Section 6. The VP, Publications shall
publish the PMI SCC monthly newsletters and
establish and maintain the PMI SCC website.
Section 7. The VP, Marketing shall
promote the PMI SCC and the PMI SCC
objectives, including placement of media
advertisements and other promotional
activites.
Section 8. The VP,
Sponsorship shall obtain sponsorship for
PMI SCC to fund its activities to achieve its
objectives.
Section 9. The VP,
Education/Certification shall arrange for
the facilitation for PMI Certification Exams
and related activities and shall generally
promote project management education in the
areas of operation.
Section 10. The
VP, Technical Sessions shall solicit and
arrange for (at least) bi-monthly technical
sessions to promote project management and
its applications.
Section 11. The VP,
Special Events shall oversee and coordinate
the PMI SCC Bi-Annual Seminar and Symposium
and any other Special Event that the PMI SCC
undertakes.
Section 12. The VP,
Strategic Alliances shall establish and
maintain linkages/liaisons with professional
organizations, educational institutions,
business organizations, government
ministries and institutions and
private/state corporations.
Section
13. The Immediate Past President shall chair
the Nominating Committee for the PMI SCC
election exercise and shall generally assist
the President in the smooth running of the
PMI SCC.
Article V – Board
of Directors:
Section 1. The
PMI SCC shall be governed by a Board of
Directors (Board). The Board shall be
responsible for carrying out the purposes
and objectives of the non-profit corporation
(or equivalent).
Section 2. The Board
shall consist of the officers of the PMI SCC
elected by the membership.
Section 3.
The Board shall exercise all powers of the
PMI SCC, except as specifically prohibited by
these bylaws, the PMI Bylaws 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 bylaws and PMI Bylaws and policies,
and to exercise authority over all PMI SCC
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 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 position
to be vacant where an officer ceases to be a
member in good standing of PMI or of the
PMI SCC by reason of non-payment of dues, or
where the officer fails (without a
reasonable and satisfactory reason) 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 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 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
majority vote of at least two-thirds (2/3)
of the remaining Board shall determine which
Board member assumes 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 PMI SCC shall have
the right to vote in the election.
Discrimination in election and nomination
procedures on the basis of race, color,
creed, gender, age, marital status, national
origin, religion, physical or mental
disability, or unlawful purpose is
prohibited.
Section 2. Candidates who
are elected shall take office on the first
day of October following their election, and
shall hold office for the duration of their
terms or until their successors have been
elected and qualified.
Section 3. A
Nominating Committee shall prepare a slate
containing nominees for each Board position
and shall determine the eligibility and
willingness of each nominee to stand for
election. 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.
Ballots shall be counted by the Nominating
Committee or by tellers designated by the
Board.
Section 4. No current member
of the Nominating Committee shall be
included in the slate of nominees prepared
by the Committee.
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 PMI SCC 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. PMI SCC’s budget shall be an
annual budget, recommended by the VP,
Finance and approved by the Board of
Directors. The annual budget for the
succeeding year shall be submitted in draft
form not later than the Board of Directors
Monthly Meeting immediately preceding the
Annual Business Meeting of the PMI SCC.
Section 6. Accounting for the finances
of the PMI SCC shall conform to the
recommended practices of the appropriate
Accounting Standards. The VP, Finance shall
submit periodic statements of account to the
Board of Directors.
Section 7. Checks
must be co-signed by at least two
signatories. These signatories shall be the
President and VP, Finance or their
authorized representatives.
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.
Section 2. The Chapter shall meet at
least three times a year in addition to the
annual business meeting.
Section 3.
Special meetings of the membership may be
called by the President, by a majority of
the Board, or by petition of thirty (30%) of
the voting membership directed to the
President
Section 4. Notice of all
annual and special meetings shall be sent by
the Board to all members at least 21 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 5. A quorum at all
annual and special meetings of the PMI SCC
shall be twenty percent (20%) of the voting
membership in good standing, present 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 PMI SCC shall
receive any pecuniary gain, benefit or
profit, incidental or otherwise, from the
activities, financial accounts and resources
of the PMI SCC, except as otherwise provided
in these bylaws.
Section 2. No
officer, director, appointed committee
member or authorized representative of the
PMI SCC shall receive any compensation, or
other tangible or financial benefit for
service on the Board. However, the Board may
authorize payment by the PMI SCC 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. PMI SCC may engage in
contracts or transactions with members,
elected officers or directors of the Board,
appointed committee members or authorized
representatives of PMI SCC and any
corporation, partnership, association or
other organization in which one or more of
PMI SCC’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 PMI SCC
and complies with the laws and regulations
of the applicable jurisdiction in which
PMI SCC is incorporated or registered at
the time the contract or transaction is
authorized, approved or ratified by the
board of directors.
Section 4.
All officers, directors, appointed committee
members and authorized representatives of
the PMI SCC shall act in an independent
manner consistent with their obligations to
the PMI SCC and applicable law, regardless of
any other affiliations, memberships, or
positions.
Section 5. All officers, directors,
appointed committee members and authorized
representatives shall disclose any interest
or affiliation they may have with any entity
or individual with which the PMI SCC has
entered, or may enter, into contracts,
agreements or any other business
transaction, and shall refrain from voting
on, or influencing the consideration of,
such matters.
Article XI -
Indemnification:
Section 1. In the event that any person who
is or was an officer, director, committee
member, or authorized representative of the
PMI SCC, acting in good faith and in a manner
reasonably believed to be in the best
interests of the PMI SCC, 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 PMI SCC may purchase and
maintain liability insurance on behalf of
any person who is or was a director,
officer, employee, trustee, agent or
authorized representative of the PMI SCC, or
is or was serving at the request of the
PMI SCC 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
one-half (21/2) vote of the voting
membership in good standing present at an
annual meeting of the PMI SCC duly called and
regularly held; or by a one-half (1/2) vote
of the voting membership in good standing
voting by mail ballot returned within thirty
(30) days of the date by which members can
reasonably be presumed to have received the
ballot. Notice of proposed changes shall be
sent in writing to the membership at least
thirty (30) days before such meeting or
vote.
Section 2. Amendments may be proposed by the
Board on its own initiative, or upon
petition by ten percent (10%) of the voting
members in good standing addressed to the
Board. All such proposed amendments shall be
presented by the Board with or without
recommendation.
Section 3. All amendments must be consistent
with PMI’s Bylaws and the policies,
procedures, rules and directives established
by the PMI Board of Directors, as well as
with the PMI SCC’s Charter with PMI.
Article XIII – Dissolution:
Section 1. Should the PMI SCC 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. |
