Bylaws

October 2016

  to view the proposed bylaws.  Page down to view the current bylaws.

If any members have questions about the proposed bylaw changes, please send your questions via email to contactus@pmispacecoast.org


This year the PMI Space Coast undertook a review of the bylaws and determined that updates were needed to align with association management standards and recommended best practice to update the Chapter's corporation bylaws every 3 years.

The PMI Space Coast Florida Chapter worked with PMI Global to bring our by-laws up to current best practices. The revised by-laws have been approved by the Board and PMI Global Operations, and the next actions are to submit these changes to the membership for review and approval. The first step is to post the bylaws on the chapter web site for a thirty day review period,  Next, the membership vote will be conducted via electronic vote in November.  Bylaw voting results will be communicated at the December 2016 dinner meeting, via the newsletter, and posted on the chapter's web site.

The majority of the changes provide compliance with the latest PMI Bylaws template and include:

  • Reformatting of Space Coast Florida Chapter Bylaws to better align with PMI Bylaws template
  • Section 3 – update quorum to be 5% of voting membership.
  • Section 10 – Removed bi-monthly removed from before "Chapter Meetings". The Vice-President of Logistics is responsible for scheduling and set up for bi-monthly Chapter meetings, Board of Directors meetings…". 

 

  to view the proposed bylaws.  Page down to view the current bylaws.


 

Project Management Institute Space Coast, Florida Chapter

Current Bylaws 

Article I - Name, Principal Office and Relationship to PMI:

Section 1. This organization shall be called the Project Management Institute, Space Coast, Florida Chapter ("the Chapter"). This organization is a Chapter chartered by the Project Management Institute, Incorporated ("PMI®") and separately incorporated as a non-profit, tax-exempt corporation organized under the laws of the State of Florida.

Section 2. The principal office of the Chapter shall be located in Cape Canaveral, Florida of the United States.

Section 3. The 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 Chapter shall meet all legal requirements in the jurisdiction(s) in which the Chapter conducts business or is incorporated/registered.

Section 5. The Bylaws of the Chapter may not conflict with the current PMI 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 6. The terms of the Charter executed between the 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 Chapter shall be governed by and adhere to the terms of the Charter.

Article II - Purpose:

Section 1. The objectives of the Chapter are to:

A. Promote the practice of the profession of Project Management by and for its members.

B.  Provide opportunities for the project management education and professional development of its members.

C.  Provide a framework for professional networking and social interaction among its members.

Section 2.  Limitations of the Chapter.

  • A. General Limitations. The purposes and activities of the Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with Chapter Articles of Incorporation.
  • B. The membership database and listings provided by PMI to the Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the 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 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 III - Membership:

Section 1. Membership in this organization is voluntary and shall be open to any person interested in furthering the purposes of the organization, and as defined in this article.  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 Chapter requires membership in PMI. The 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 of the Chapter are eligible to vote on all Chapter matters and shall be eligible to hold elected or appointed office in the Chapter.

Section 4. Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of the Chapter and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.

Section 5. All members shall pay the required PMI and Chapter annual membership dues to PMI. 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 Chapter.

Section 6. Membership in the 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 Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Chapter to PMI within one such month delinquent period.

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

Section 9.  Classes and Categories of Members. The Chapter shall not create its own membership categories.  PMI Component membership categories shall be consistent with PMI membership categories.

Article IV - Officers:

Section 1. The Officers of the Chapter shall consist of a President, Chief Operating Officer, Vice-President of Finance, Vice-President of Membership, Vice-President of Communications, Vice-President of Programs, Vice-President of Marketing, Vice?President of Logistics, Vice-President of Professional Development, and Vice-President of Administration.

Section 2. All officers shall be members of PMI and of the Chapter. All officers will serve 2-year terms. Officers are limited to no more than 2 consecutive terms in an elected office. If an officer runs for another office and resigns their current office, the President may appoint any member in good standing to fill the vacated position for the remainder of the elected term. This appointee will have all rights and voting privileges as a Board of Director. The appointee's time will not count toward elected term limitation. Starting in 2009, a non-retroactive term limit will take affect, limiting individuals to 8 consecutive elected years of service on the Board

Section 3. The President shall be the chief executive officer for the Chapter and of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board. The President shall also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee.

Section 4. The Chief Operating Officer shall assist the President in all matters for the Chapter and shall assume the responsibilities of the President in the event of the President's inability to carry out his/her duties.

Section 5. The Vice-President of Finance will be responsible for the solicitation of input from Board members for the development of financial goals and objectives for the Chapter, the preparation of an annual financial plan, the preparation and presentation of the monthly financial status report; preparation and submission of all insurance, tax, and tax status related documentation required. Chapter dues collection and disbursement is preformed by PMI headquarters.

Section 6. The Vice-President of Membership will be responsible for the development and maintenance of a Chapter membership plan that assures continued growth through aggressive recruiting, "retention" and partnering with major Community employers.

Section 7. The Vice-President of Communications is responsible for the timely dissemination of information both to and from the Chapter membership, using various tools to accomplish the objective. The Vice-President of Communications is also responsible for any and all web administrator functions.

Section 8. The Vice-President of Programs is responsible for the development and delivery of programs relating to project management for each scheduled Chapter meeting. The VP of Programs will be responsible for the solicitation of input from Chapter members for program content. The content of these programs is to be consistent and in accordance with the objectives of the Chapter and with majority approval of the Chapter Board of Directors.

Section 9. The Vice-President of Marketing shall increase and sustain membership and attendance at Chapter functions. Develop and maintain literature, brochures and other information for distribution to prospective and new members, as well as news media.  Develop a marketing/ advertising study for effective ways to increase and sustain membership and partnering with Community employers.

Section 10. The Vice-President of Logistics is responsible for scheduling and set up for semi-monthly Chapter meetings, semi-monthly Board of Directors meetings, and any training sessions sponsored or offered by the Space Coast Chapter. This includes, but is not limited to, any required items, such as meeting room, food and drink, audio-visual equipment and other resources needed for a typical meeting. The Vice-President of Logistics is also responsible for keeping inventory control of all equipment and booth supplies.

Section 11. The Vice-President of Professional Development will be responsible for promoting Project Management Professionalism through the development of educational publications, seminars, and workshops designed to help individuals achieve certification as Project Management Professionals (PMPs).

Section 12. The Vice-President of Administration shall keep the records of all business meetings of the Chapter and meetings of the Board and be the recipient of all formal communications to the Board.

Article V - Board of Directors:

Section 1. The Chapter shall be governed by a Board of Directors ("the Board") consisting   of the officers elected by the membership. The Board shall be responsible for carrying out the purposes and objectives of the non-profit corporation.

Section 2. The Board shall exercise all powers of the 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 Chapter business and funds.

Section 3. 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 Vice-President of Administration. 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 business by teleconference, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

Section 4. The Board may declare an officer or Director-at-Large position to be vacant where an officer or Director-at-Large ceases to be a member of PMI or the 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 Vice-President of Administration. Unless another time is specified in the notice or determined by by the Board, the resignation shall be effective upon receipt by the Board of the written notice.

Section 5. 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 6. 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, the Chief Operating Officer shall assume the duties and office of the presiding officer for the remainder of the term.

Article VI - Nominations and Elections:

Section 1. The nomination and election of officers and directors shall be conducted annually in accordance with the terms of office specified in Article IV, Section 2 and Article VI, Section 5. All members of the 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. Candidates who are elected shall take office on the first day of January 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 one or more 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.  Such petition process shall provide at least one month's notice of forthcoming elections to allow for nominations beyond those presented by the Nominating Committee.  Notification of elections and the slate of nominees shall be published in the Chapter newsletter and/or the Chapter web site. Elections shall be conducted via e-mail or during the annual meeting of the membership. The candidate who receives the most 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.

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.

Section 6.  For the purposes of continuity, each officer shall hold his or her position for a two-year period.  Additionally, elections will be conducted in the Fall annually, with 5 of the 10 Board positions up for election on alternating years.  The election rotation schedule is as follows:

Officers starting Odd Year (election in Fall of Even Year)

  • President
  • Chief Operating Officer
  • Vice-President of Marketing
  • Vice-President of Professional Development
  • Vice-President of Administration

Officers starting Even Year (election in Fall of Odd Year)

  • Vice-President of Membership
  • Vice-President of Finance
  • Vice-President of Communications
  • Vice-President of Programs
  • Vice-President of Logistics

Article VII - Committees:

Section 1. Each Vice President shall appoint, with the advice and consent of the Board of Directors, and head a committee of the appropriate number of persons to effectively assist in carrying out the responsibilities of his/her position.

Section 2. In addition to the committees defined in Section 1 above, the Board may authorize the establishment of standing or temporary committees to advance the purposes of the organization. The Board shall establish a charter and life span for each committee, which defines its purpose, authority and outcomes. Such committee members and a chairperson for each committee shall be appointed by the President with the approval of the Board and be responsible to the Board. Committee members shall be appointed from the membership of the organization.

Article VIII - Finance:

Section 1. The fiscal year of the 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.

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. 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 membership directed to the President and Vice-President of Administration.

Section 3. Notice of all annual and special meetings shall be made to all members at least 30 days s in advance of the meeting. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.

Section 4. A quorum at all annual and special meetings of the Chapter shall be those of the membership present in person.

Section 5. 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 Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Chapter, except as otherwise provided in these bylaws.

Section 2. No officer, director, appointed committee member or authorized representative of the Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the 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 Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of Chapter and any corporation, partnership, association or other organization in which one or more of 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 the Chapter and complies with the laws and regulations of the applicable jurisdiction in which 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 Chapter shall act in an independent manner consistent with their obligations to the 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 .  Individual with which the 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 Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the 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 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 Chapter, or is or was serving at the request of 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 membership present at an annual meeting of the two-thirds (2/3) vote of the voting Chapter duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership voting by U.S. mail or email 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 via U.S. mail or email 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 Chapter's Charter with PMI.

Article XIII - Dissolution:

Section 1.  In the event that the Chapter or its governing officers failed to act according to this bylaws or all PMI® policies, procedures, and rules outlined in the charter agreement,  PMI® has a right to dissolve the Chapter. 

Section 2.  In the event the Chapter failed to deliver value to its members as outlined in Chapter's business plan and without mitigated circumstance, the Component acknowledges that PMI® has a right to dissolve the Chapter, as per the terms of the Charter. 

Section 3.  In the event the Chapter is considering to dissolve, the members of the Board of Director must notify PMI® in writing and follow the component dissolution procedure as defined in PMI's policy.

Section 4. Should the 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