Article I — Name, Principal Office; Other Offices:
Section 1. Name/Non-Profit Incorporation. This organization shall be called the Project Management Institute, Baltimore Chapter (hereinafter “the Baltimore Chapter”). This organization is a CHAPTER chartered by the Project Management Institute, Inc. (hereinafter “PMI®”) and separately incorporated as a non-profit, tax exempt corporation (or equivalent) organized under the laws of THE STATE OF MARYLAND, ALL Chapters formed within the United States must be incorporated as 501(c) (6) organization.
Section 2. The Baltimore Chapter shall meet all legal requirements in the jurisdiction(s) in which the Baltimore Chapter conducts business or is incorporated/registered.
Section 3. Principal Office; Other Offices. The principal office of the Baltimore Chapter shall be located in the greater Baltimore, MD. area. The Baltimore Chapter may have other offices such as Branch offices as designated by the Baltimore Chapter Board of Directors
Article II — Relationship to PMI:
Section 1. The Baltimore 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 Baltimore Chapter may not conflict with the current PMI’s Bylaws and all policies, procedures, rules or directives established or authorized by PMI as well as with the Baltimore Chapter’s Charter with PMI.
Section 3. The terms of the Charter executed between the Baltimore 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 Baltimore Chapter shall be governed by and adhere to the terms of the Charter.
Article III — Purpose and Limitations of the Baltimore Chapter:
Section 1. Purpose of the Baltimore Chapter.
- General Purpose. THE Baltimore 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 the Central Maryland Region in a conscious and proactive manner.
- Specific Purposes. Consistent with the terms of the Charter executed between the Baltimore Chapter and PMI and these Bylaws, the purposes of the Baltimore Chapter shall include the following:
- To advance the mission and objectives of the Project Management Institute within the Greater Baltimore area.
- To develop a growing and committed membership of local Project Management Professionals through an aggressive recruiting plan.
- To promote Professional Project Management principles and techniques with local businesses, universities and professional associations.
- To support and enhance Project Management Professionalism by developing and providing quality programs for the discussion and examination of problems, solutions, applications, and ideas related to the needs of Project Managers.
- To create and deliver an educational program that strengthens the skills of local Project Managers and supports the Project Management Institute Certification Program.
Section 2. Limitations of the Baltimore Chapter.
- General Limitations. The purposes and activities of the Baltimore Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with Baltimore Chapter Articles of Incorporation.
- The membership database and listings provided by PMI to the Baltimore Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Baltimore 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.
- The officers and directors of the Baltimore Chapter shall be solely accountable for the planning and operations of the Chapter, and shall perform their duties in accordance with the Chapter’s governing documents; its Charter Agreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law.
Article IV — Baltimore Chapter Membership:
Section 1. General Membership Provisions.
- Membership in the Baltimore Chapter requires membership in PMI®. The Baltimore Chapter shall not accept as members any individuals who have not been accepted as PMI® members.
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.
- Members shall be governed by and abide by the PMI Bylaws and by the bylaws of the Baltimore Chapter and all policies, procedures, rules and directives lawfully made there under, including but not limited to the PMI Code of Conduct.
- All members shall pay the required PMI and Baltimore 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 Baltimore Chapter.
- Membership in the Baltimore Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
- 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 Baltimore Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Baltimore Chapter to PMI within such one month delinquent period.
- Upon termination of membership in the Baltimore Chapter, the member shall forfeit any and all rights and privileges of membership.
Section 2. Classes and Categories of Members. The Baltimore Chapter shall not create its own membership categories. PMI Chapter membership categories shall be consistent with PMI membership categories.
Article V — Baltimore Chapter Board of Directors:
Section 1. The Baltimore 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 Baltimore Chapter shall have eight (8) elected officers who sit on the Board of Directors: President, President-Elect, Vice President – Communications, Vice President – Finance, Vice President – Programs, Vice President – Education, Vice President – Membership, Vice President – Special Projects . All officers shall be members in good standing of PMI® and of the Baltimore Chapter. With the exception of the President-Elect and the President all terms will be for a two year period. To run for President-Elect, a candidate must have served previously as a board member or officer of a PMI chapter. If a candidate has not met this requirement and there are no other qualified chapter members wishing to serve, the nominating committee may, with the approval of the current President, waive this requirement. The elected officers will serve a two-year term of office, but may not serve more than three consecutive terms in the same officer position. A non-retroactive term limits elected individuals to 8 consecutive elected years of service on the Board. If there is no individual willing or able to fulfill an open position on the Board due to this limit, that current officer may be re-elected for an additional term by a majority vote. The President – Elect will assume the position of President at the end of the term. For a period of one (1) year following the term of office, officers shall make themselves available as a resource to the officer newly elected to the respective office. The following sections establish general duties for each of the designated offices. Specific duties are detailed within the Chapter’s Standard Operating Procedures Document.
Section 3. The President shall be the chief executive officer (CEO) for the Baltimore Chapter and of the Board of Directors, and shall perform such duties as are customary for presiding officers, including making appointments with the approval of the Board when required. The President shall also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee. The President or an official designate shall represent the Chapter at other PMI meetings and meetings with other organizations. The President shall also establish an operational management structure for the chapter. These structures shall be codified within a chapter standard operating procedure. The President will perform other duties as defined in the Chapter SOP.
Section 4. The President-Elect shall be the chief operating officer (COO) for the Baltimore Chapter and serve on the Board of Directors. The President-Elect shall work closely with the President to prepare for assuming the role of President at the end of the President’s term. The President-Elect shall perform such duties as are assigned by the President customary for chief operating officers, The President Elect will perform other duties as defined in the Chapter SOP.
Section 5. The Vice President – Communications serves on the Board of Directors and is responsible for the timely dissemination and archiving of information relating to chapter business, meetings and projects. Using various tools to accomplish the objective s/he shall keep the records of the business transactions of the Baltimore Chapter, to include a record of all business meetings of the Chapter and meetings of the Board. The Vice-President of Communications will perform other duties as defined in the Chapter SOP.
Section 6. The Vice President – Finance serves on the Board of Directors and shall oversee and report on the management of funds for duly authorized purposes of the Baltimore Chapter by maintaining a permanent file of the financial business of the Baltimore Chapter and providing this file to the Board as required. The Vice-President of Finance shall initiate an independent audit, with approval by the Board, of the Baltimore Chapter’s finances at least once every two years and will perform other duties as defined in the Chapter SOP.
Section 7. The Vice President – Programs serves on the Board of Directors and is responsible for all chapter programming. The Vice President Programs shall manage chapter programming as it relates to g monthly meetings. The Vice President of Programs shall recommend to the Board, the number and duties of various directors needed to run remote site meetings,. The Vice President Programs will perform other duties as defined in the Chapter SOP.
Section 8 The Vice President – Education serves on the Board of Directors and is responsible for all educational programming. The Vice President Education shall manage chapter educational offerings and seminars. The Vice President of Education shall recommend to the Board, the number and duties of various directors needed to run seminars and educational offering. The Vice President Education will perform other duties as defined in the Chapter SOP.
Section 9. The Vice President – Membership serves on the Board of Directors and is responsible for organizing and coordinating all interaction with the chapter membership. This would include analysis of membership trends, conducting annual surveys, welcoming new and renewing members, and organizing chapter volunteers. The Vice President of Membership shall recommend to the Board, the number and duties of directors needed for various volunteer positions needed. The Vice President Membership will perform other duties as defined in the Chapter SOP.
Section 10. The Vice President – Special Projects serves on the Board of Directors and is responsible for organizing and coordinating all special projects as assigned by the President. This would include projects such as volunteer recognition events, the annual golf tournament, managing, coordinating and interaction with other chapters in Region 5, etc.
Section 11. Past Presidents serve as General Members of the Board of Directors and have all rights and privileges of Board membership as long as they are members in good standing of PMI® and of the Baltimore Chapter. Past Presidents are not officers in the Baltimore Chapter and receive no PDUs simply by serving as a General Member of the Board. Although General Members of the board may vote on board related business, their number does not count in determining minimum quorum requirements for the conduct of board business. However, General Board Member participation does contribute to meeting quorum requirements. PDU’s may be granted according to procedures outlined in the Board’s operating procedure.
Section 12. Transition Planning – Board members shall identify qualified chapter members assigned as directors or at large board members supporting their area that would be willing and capable to assume the duties in the event of an unplanned vacancy or accept a nomination at the end of their term.
Section 13. Directors — Director positions on the Operational Management Team are approved by the Board of Directors and their duties shall be described in the Chapter’s Standard Operating Procedures. The President and Vice Presidents may appoint a specific individual for an approved director position once the position is approved by the Board. Directors shall perform projects within that Board member’s duties. Directors serve an undefined length of time. Directors are considered Chapter Officers, but do not serve on the Board of Directors.
Section 14. The Board shall exercise all powers of the Baltimore 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 Baltimore Chapter business and funds.
Section 15. The Board shall meet at a minimum on a quarterly basis The Board shall also 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 16. The Board of Directors shall 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 Baltimore Chapter by reason of non-payment of dues,. The Board may declare an officer position to be vacant 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 17: 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 18: 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 Vice President Programs shall assume the duties and office of the presiding officer for the remainder of the term.
Article VI — BALTIMORE CHAPTER 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; Article V, Section 2; and Article VI, Section 4. All voting members in good standing of the Baltimore 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. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.
Section 3. Candidates who are elected shall take office on the first day of January following their election, or one month following the 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. The voting period will be from Sunday to Saturday, at least 3 weeks prior to the annual Chapter Meeting. The candidate who receives a majority of votes cast for each office shall be elected. Ballots shall be counted by the Nominating Committee using the electronic voting procedure established by the Vice President Communications.
Section 5. In order to facilitate the transition to the President-Elect position and the staggered two year terms of office for the vice president positions the following schedule will be adhered to.
- For even years, the positions of VP of Education, VP of Programs and VP of Special Projects shall be on the slate.
- For odd years the positions of VP of Finance, VP Communications, and VP of Membership shall be on the slate. The President position will be assumed by the previous years President-Elect.
Section 6. In accordance with PMI policies, practices, procedures, rules and directives, no funds or resources of PMI or the Chapter may be used to support the election of any candidate or group of candidates for PMI, Chapter or public office. No other type of organized electioneering, communications, fund-raising or other organized activity on behalf of a candidate shall be permitted. The Chapter Nominating Committee, or other applicable body designated by the Chapter, will be the sole distributor(s) of all election materials for Chapter elected positions.
Article VII — BALTIMORE 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 Baltimore Chapter officers and/or Directors can serve on be on the BALTIMORE CHAPTER Committees, unless it specifically is restricted by the Bylaws.
Section 2. All committee members and a chairperson for each committee shall be appointed by the President with the approval of the Board
Article VIII — BALTIMORE CHAPTER Finance:
Section 1. The fiscal year of the Baltimore Chapter shall be from 1 January to 31 December.
Section 2. Baltimore Chapter annual membership dues shall be set by the BALTIMORE CHAPTER’S Board and communicated to PMI in accordance with policies and procedures established by PMI.
Section 3. The Baltimore Chapter Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.
Section 4. All dues billings, dues collections and dues disbursements shall be performed by PMI.
Article IX — Meetings of the Membership:
Section 1. An annual meeting of the membership shall be held at a date and location to be determined by the Board.
Section 2. Special meetings of the membership may be called by the President, by a majority of the Board, or by petition of ten percent (10%) of the voting membership directed to the President.
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 by 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 Baltimore Chapter shall be those members in good standing, present and 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 Baltimore Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Baltimore Chapter, except as otherwise provided in these bylaws.
Section 2. No officer, director, appointed committee member or authorized representative of the Baltimore Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Baltimore 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. Baltimore Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of Baltimore Chapter and any corporation, partnership, association or other organization in which one or more of Baltimore 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 Baltimore Chapter and complies with the laws and regulations of the applicable jurisdiction in which Baltimore 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 Baltimore Chapter shall act in an independent manner consistent with their obligations to the Baltimore 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 Baltimore 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 Baltimore Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Baltimore 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 Baltimore 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 Baltimore Chapter, or is or was serving at the request of the Baltimore 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 majority vote of the voting membership in good standing voting by electronic ballot, present at an annual or special meeting of the Baltimore Chapter duly called and regularly held; or by a majority vote of the voting membership in good standing voting by mail 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 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 Baltimore Chapter’s Charter with PMI.
Article XIII — Dissolution:
Section 1. In the event that the Baltimore Chapter or its governing officers failed to act according to this bylaws and Baltimore Chapter’s or all PMI® policies, procedures, and rules outlined in the charter agreement, PMI® has a right to dissolve the Baltimore Chapter .
Section 2. In the event the Baltimore Chapter failed to deliver value to its members as outlined in Baltimore Chapter’s business plan and without mitigated circumstance, the Chapter acknowledges that PMI® has a right to dissolve the Baltimore Chapter, as per the terms of the Charter.
Section 3. In the event the Baltimore Chapter is considering to dissolve the Baltimore Chapter. The Baltimore Chapter’s members of the Board of Director must notify PMI® in writing and follow the chapter dissolution procedure as defined in PMI’s policy.
Section 4. Should the Baltimore 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.
Approved by PMI and Chapter BOD: 27 September 2013
Approved by Chapter Members: TBD (20 Nov 2013)