PROJECT MANAGEMENT INSTITUTE COASTAL BEND CHAPTER, INC BY-LAWS
Revised August 4, 2020
SECTION 1 NAME/NON-PROFIT INCORPORATION
This organization shall be called the Project Management Institute, Coastal Bend Chapter, Inc. or “PMI Coastal Bend Chapter, Inc”, (hereinafter 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 Texas. All Chapters formed within the United States must be incorporated as a 501(c) (6) organization.
Section 2 The PMI Coastal Bend Chapter, Inc shall meet all legal requirements in the jurisdiction(s) in which the PMI Coastal Bend Chapter, Inc conducts business or is incorporated/ registered.
SECTION 3 PRINCIPAL OFFICE; OTHER OFFICES
The principal office of the PMI Coastal Bend Chapter, Inc shall be located in Corpus Christi, Texas, United States of America. The PMI Coastal Bend Chapter, Inc may have other offices such as Branch offices as designated by the PMI Coastal Bend Chapter, Inc Board of Directors.
Section 1 The PMI Coastal Bend Chapter, Inc 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 PMI Coastal Bend Chapter, Inc 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 PMI Coastal Bend Chapter, Inc’s Charter with PMI.
Section 3 The terms of the Charter executed between the PMI Coastal Bend Chapter, Inc 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 PMI Coastal Bend Chapter, Inc shall be governed by and adhere to the terms of the Charter.
SECTION 1 PURPOSE OF THE PMI COASTAL BEND CHAPTER, INC.
The PMI Coastal Bend Chapter, Inc 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.
Consistent with the terms of the Charter executed between the PMI Coastal Bend Chapter, Inc and PMI and these Bylaws, the purposes of the PMI Coastal Bend Chapter, Inc shall include the following:
To foster professionalism in the management of projects
To contribute to the quality and scope of project management
To stimulate appropriate global application of project management for the benefit of the general public
To provide a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and other interested and involved in project management
To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully
To partner with the Coastal Bend community to promote the project management discipline through relationships with industry and institutions of higher educationSection 2 Limitations of the PMI Coastal Bend Chapter, Inc.
A. The purposes and activities of the PMI Coastal Bend Chapter, Inc shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMI Coastal Bend Chapter, Inc Articles of Incorporation.
B. The membership database and listings provided by PMI to the PMI Coastal Bend Chapter, Inc may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the PMI Coastal Bend Chapter, Inc, 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 PMI Coastal Bend Chapter, Inc 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.
Section 1 General Membership Provision
A. Membership in the PMI Coastal Bend Chapter, Inc requires membership in PMI®. The PMI Coastal Bend Chapter, Inc shall not accept as members any individuals who have not been accepted as PMI® members.
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 PMIBylaws and by the bylaws of the PMI Coastal Bend Chapter, Inc and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.
D. All members shall pay the required PMI and PMI Coastal Bend Chapter, Inc 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 PMI Coastal Bend Chapter, Inc.
E. Membership in the PMI Coastal Bend Chapter, Inc 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 PMI Coastal Bend Chapter, Inc. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the PMI Coastal Bend Chapter, Inc to PMI within such one month delinquent period.
G. Upon termination of membership in the PMI Coastal Bend Chapter, Inc, the member shall forfeit any and all rights and privileges of membership.
H. All chapter members shall have the right to vote in an election and hold office.
Section 2 Classes and Categories of Members
The PMI Coastal Bend Chapter, Inc shall not create its own membership categories. PMI Chapter membership categories shall be consistent with PMI membership categories.
ection 1 The PMI Coastal Bend Chapter, Inc 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 Coastal Bend Chapter, Inc elected by the membership and shall be members in good standing of PMI and of the PMI Coastal Bend Chapter, Inc. Terms of office for the Officers shall be limited to two (2) consecutive terms in the same position, and no more than four (4) consecutive terms on the Board in general.
Every year, the President takes on the Past-President role for a year and the First Vice-President takes over the President role.
January 1 – EVERY year
In even years, the following 4 positions are elected:
January 1 – EVERY year
January 1 – even years
Vice-President Professional Development
January 1 – even years
January 1 – even years
In odd years, the following 3 positions are elected:
January 1 – EVERY year
January 1 – odd years
Vice-President Financial Affairs
January 1 – odd years
Section 3 The Chapter President shall be the chief executive officer for the PMI Coastal Bend Chapter, Inc and of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board. The Chapter President shall also:
Serve as a member ex-officio with the right to participate and vote on all committees except the Nominating Committee
Direct the Chapter’s strategic goals
Ensure that all Chapter documentation is current and accurate
Ensure that all Chapter business is being performed legally and ethically
Direct board activities in line with the Chapter’s vision, mission and objectives
Section 4 The First Vice-President shall perform the duties of the President in the absence of the President or in the event of his or her inability to perform the President’s duties. When so acting, the First Vice-President shall have all the powers of and be subject to all the restrictions upon the President. The First Vice President shall perform such other duties as from time to time are assigned by the President or by the Board. The First Vice President shall succeed to the office of President should that office become vacant or upon expiration of the term of the incumbent President. The First Vice President shall:
Chair the Long Range Planning Committee and the Nominating Committee if the position of Past President is vacant
Maintain custody of the approved Chapter documentation
Maintain the records of all business meetings and Board meetings of the PMI Coastal Bend Chapter
Provide records to members and outside organizations that request information
Work with the President and Past President to ensure that all Chapter documentation is current and accurate
Work with the Vice-President of Communications to ensure timely communication to the membership
Section 5 The Vice-President Membership shall direct membership development, business and industry coordination, and public relations. This includes:
Develop recruiting materials that include information about Chapter and Institute goals and objectives, programs and activities
Maintain a current list of Institute members in the Texas Coastal Bend Area and solicit their affiliation with the Chapter
Maintain an up-to-date record of current Chapter members
Coordinate a membership drive, provide potential members with information about PMI and PMI Chapter Membership
Establish a program to follow up with members who have failed to renew membership for the current year
Chair the Membership Committee and select its members
Report on membership status at Board meetings
Perform other duties as may from time to time be assigned by the President or Board
Section 6 The Vice-President Professional Development will carry out the Chapter’s professional development programs, including PMI certifications. This includes:
Develop strategies for improvement in professional development/training programs and inform membership of training opportunities
Manage Chapter-created credential examination review and other courses
Serve as liaison with PMIEF and manage the annual scholarship process
Promote the Project Management profession as a liaison between the Chapter and local businesses and municipal entities especially through special events
Section 7 The Vice-President of Communications shall manage the website to ensure timely communication to the membership. This includes:
Preserve Chapter records and submit any reports, all as required by law or the policies or procedures of the Chapter,
Ensure that Chapter membership is notified of Chapter meetings before each meeting
Manage the Chapter email account and general chapter correspondence
Establish standards for Chapter communication
Serve as the liaison with the Chapter’s website Vendor
Maintain the contact list for other professional societies and organizations
Section 8 The Vice-President Programs will plan, schedule, arrange, send notices, and supervise performance of Chapter meeting programs. This includes:
Determine facility requirements and make necessary arrangements
Recommend annual calendar of events for Chapter meetings to the Board
Solicit and incorporate feedback to enhance the effectiveness and value delivered to the chapter through programs delivered
Promote the Project Management profession as a liaison between the Chapter and local institutions of higher learning
Section 9 The Vice-President of Financial Affairs shall oversee the management of funds for duly authorized purposes of the PMI Coastal Bend Chapter, Inc. The Vice-President Financial Affairs shall:
Have or provide for the custody of the funds or other property of the Chapter
Oversee the management of funds for duly authorized purposes of the PMI Coastal Bend Chapter
Manage the bank account, collect and receive or provide for the collection and receipt of funds and deposit all funds in such banks or other places of deposit as the Board may from time to time designate
Sign financial documents, deposits and withdrawals together with the President or other authorized officer/agent
Manage and reconcile incoming funds
Prepare the annual budget with input from Chapter Officers and present the proposed budget for Board review no later than October of each year
Prepare financial status reports covering income and expenses as required by the President or Board or at least quarterly
Prepare an annual financial report on financial activities of the Chapter and report to PMI Global Operations Center through the annual Charter Renewal.
Ensure that the chapter has reviewed and reported required tax filings
Section 10 The Past President shall serve on the board as an advisor for the year following his or her term as President and carry forward the traditions of the Chapter and provide continuity to the Office of President. The Past President shall:
Chair the Nominating Committee
Work with the President and 1st Vice President to ensure that all Chapter documentation is current and accurate
Lead and direct the election process
Provide continuity, guidance and expertise for the board
Section 11 The Board shall exercise all powers of the PMI Coastal Bend Chapter, Inc, 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 PMI Coastal Bend Chapter, Inc 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 PMI Coastal Bend Chapter, Inc by reason of non-payment of dues, or where the officer or Director at Large fails to attend two (2) consecutive Board meetings (unexcused absences). 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 First Vice-President shall assume the duties and office of the presiding officer for the remainder of the term. The Board may call for a special election by the chapter’s membership to fill the vacant position.
Section 1 The nomination and election of officers and directors shall be conducted annually in accordance with the requirements contained in these Bylaws, including Article IV, Section 1 and Article V, Section 2 and this Article VI. All voting members in good standing of the PMI Coastal Bend Chapter, Inc 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 The Past President will arrange for 3 members in good standing to comprise a Nominating Committee that will prepare a slate of 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 (a) during the annual meeting of the membership; or (b) by mail ballot to all voting members in good standing; or (c) 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 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 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.
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 PMI Coastal Bend Chapter, Inc officers and/or Directors can serve on the 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.
Section 1 The fiscal year of the PMI Coastal Bend Chapter, Inc shall be from 1 January to 31 December.
Section 2 PMI Coastal Bend Chapter, Inc annual membership dues shall be set by the PMI Coastal Bend Chapter, Inc’sBoard and communicated to PMI in accordance with policies and procedures established by PMI.
Section 3 The PMI Coastal Bend Chapter, Inc 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 1 An annual meeting of the membership shall be held at a date and location to be determined by the Board. Notice of all annual meetings shall be sent by the Board to all members at least 30 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 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. Notice of all special meetings shall be sent by the Board to membership a reasonable amount of time in advance of the meeting so as to allow membership the opportunity to participate in such special meetings. 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 3 Quorum at all annual and special meetings of the PMI Coastal Bend Chapter, Inc shall be at least five percent (5%) of the voting membership in good standing, present and in person.
Section 4 All meetings shall be conducted according to parliamentary procedures determined by the Board.
Section 1 No member of the PMI Coastal Bend Chapter, Inc shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the PMI Coastal Bend Chapter, Inc, except as otherwise provided in these bylaws.
Section 2 No officer, director, appointed committee member or authorized representative of the PMI Coastal Bend Chapter, Inc shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the PMI Coastal Bend Chapter, Inc 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 Coastal Bend Chapter, Inc may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of PMI Coastal Bend Chapter, Inc and any corporation, partnership, association or other organization in which one or more of PMI Coastal Bend Chapter, Inc’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 PMI Coastal Bend Chapter, Inc and complies with the laws and regulations of the applicable jurisdiction in which PMI Coastal Bend Chapter, Inc 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 Coastal Bend Chapter, Inc shall act in an independent manner consistent with their obligations to the PMI Coastal Bend Chapter, Inc 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 Coastal Bend Chapter, Inc 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 1 In the event that any person who is or was an officer, director, committee member, or authorized representative of the PMI Coastal Bend Chapter, Inc, acting in good faith and in a manner reasonably believed to be in the best interests of the PMI Coastal Bend Chapter, Inc, 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 PMI Coastal Bend Chapter, Inc 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 Coastal Bend Chapter, Inc, or is or was serving at the request of the PMI Coastal Bend Chapter, Inc 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 electronic ballot; or by two-thirds (2/3) vote of membership present and voting at an annual meeting of the PMI Coastal Bend Chapter, Inc duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail ballot returned within 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 Coastal Bend Chapter, Inc’s Charter with PMI.
Section 1 In the event that the PMI Coastal Bend Chapter, Inc 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 revoke the PMI Coastal Bend Chapter, Inc Charter and require the chapter to seek dissolution.
Section 2 In the event the PMI Coastal Bend Chapter, Inc failed to deliver value to its members as outlined in PMI Coastal Bend Chapter, Inc’s business plan and without mitigated circumstance, the Chapter acknowledges that PMI® has a right to revoke the PMI Coastal Bend Chapter, Inc Charter and require the chapter to seek dissolution.
Section 3 In the event the PMI Coastal Bend Chapter, Inc is considering dissolving, the PMI Coastal Bend Chapter, Inc’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 PMI Coastal Bend Chapter, Inc dissolve for any reason, its assets shall be dispersed to an organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.
Section 5 Unless superseded by law, dissolution of the Chapter entity must be approved by a majority of the members voting on the motion to dissolve.
These Revised Bylaws were adopted by the Board of the Project Management Institute, Coastal Bend Chapter, Inc., on the 7th day of February, 2015.
President Vice-President Communications
Patricia Philipps, PMP Roger Borlinghaus, PMP
PATRICIA PHILIPPS, PMP ROGER BORLINGHAUS, PMP