Arizona Chapter Formation Committee

The Arizona Chapter Formation Committee is comprised of current and former board members from the Phoenix and Tucson Chapters.

 

Project Management Institute

Proposed PMI® Arizona Chapter Bylaws

 

Ratified on Month Day, Year

Contents

Article I           Name, Principal Office; Other Offices

Article II          Relationship to PMI®

Article III         Purpose and Limitations of the Chapter

Article IV        Chapter Membership

Article V         Chapter Board of Directors

Article VI        Chapter Nominations and Elections

Article VII       Chapter Committees

Article VIII      Chapter Finance

Article IX        Membership Meetings

Article X         Chapter Branches

Article XI        Inurement and Conflict of Interest

Article XII       Indemnification

Article XIII      Amendments

Article XIV     Dissolution

 

BYLAWS OF THE PMI ARIZONA CHAPTER, INC.

Article I – Name, Principal Office; Other Offices.

Section 1. Name/Non-Profit Incorporation.

This organization shall be called the Project Management Institute, PMI Arizona Chapter (hereinafter “the PMI AZ”). 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 STATE OF ARIZONA. ALL Chapters formed within the United States must be incorporated as 501(c) (6) organization.

Section 2. The PMI Arizona Chapter shall meet all legal requirements in the jurisdiction(s) in which the PMI Arizona Chapter conducts business or is incorporated/registered.

Section 3. Principal Office; Other Offices.

The principal office of the PMI Arizona Chapter shall be located primarily in the State of Arizona. The PMI AZ may have other offices in the state such as Branch offices as designated by the PMI Arizona Chapter Board of Directors.

Article II – Relationship to PMI.

Section 1. The PMI Arizona 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 PMI Arizona 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 PMI AZ’s Charter with PMI.

Section 3. The terms of the Charter executed between the PMI Arizona 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 PMI Arizona Chapter shall be governed by and adhere to the terms of the Charter.

Article III – Purpose and Limitations of the Chapter.

Section 1. Purpose of the PMI Arizona Chapter.

  1. General Purpose. THE PMI Arizona Chapter has been founded as non-profit, tax exempt corporation (or equivalent) chartered by PMI®, and is dedicated to advancing the practice, science, and profession of project management in a conscious and proactive manner.
  2. Specific Purposes. Consistent with the terms of the Charter executed between the PMI Arizona Chapter and PMI and these Bylaws, the purposes of the PMI Arizona Chapter shall include the following:
    1. To foster professionalism in the management of
    2. To contribute to the quality and scope of project
    3. To stimulate appropriate global application of project management for the benefit of general public.
    4. To provide a recognized forum for the free exchange of ideas, applications, and isolutions to project management issues among its members, and other interested parties involved in project management.
    5. To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.

Section 2. Limitations of the PMI Arizona Chapter.

  1. General Limitations. The purposes and activities of the PMI Arizona Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMI Arizona Chapter Articles of Incorporation.
  2. The membership database and listings provided by PMI to the PMI Arizona Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the PMI Arizona 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.
  3. The officers and directors of the PMI Arizona 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 – Chapter Membership.

Section 1. General Membership Provisions.

  1. Membership in the PMI Arizona Chapter requires membership in PMI®. The PMI Arizona Chapter shall not accept as members any individuals who have not been accepted as PMI® 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.
  1. Members shall be governed by and abide by the PMI Bylaws and by the bylaws of the PMI Arizona Chapter and all policies, procedures, rules, and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.
  2. All members shall pay the required PMI and PMI Arizona 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 PMI Arizona Chapter.
  1. Membership in the PMI Arizona Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
  1. 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 Arizona A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the PMI Arizona Chapter to PMI within such one-month delinquent period.
  2. Upon termination of membership in the PMI Arizona Chapter, the member shall forfeit any and all rights and privileges of membership.
  1. All members of the Arizona Chapter in good standing, whose yearly dues have been paid when Arizona Chapter elections are held, shall have voting rights and shall be eligible to hold elected or appointed office in the Arizona Chapter, subject to the requirements of these Bylaws.

Section 2. Classes and Categories of Members.

The PMI Arizona Chapter shall not create its own membership categories. PMI Chapter membership categories shall be consistent with PMI membership categories.

Article V – PMI Arizona Chapter Board of Directors:

Section 1. The PMI Arizona Chapter shall be governed by a Board of Directors (Board). The Board shall be responsible for carrying out the purposes and objectives of the non-profit corporation.

Section 2. The Board shall consist of a minimum of seven (7) and a maximum of eleven (13) officers. The officers of the PMI Arizona Chapter are elected by the membership and shall be members in good standing of PMI and of the PMI Arizona Chapter.

Terms of office for the Officers except for the CHAIR, CHAIR-ELECT, and PAST-CHAIR shall be two (2) years, limited to two (2) consecutive terms in the same position, and no more than four (4) consecutive terms on the Board in general. These positions are staggered so that no more than half the board positions are elected each year.

The role of CHAIR-ELECT shall be elected from the Board by the current directors of the Board. The term of office for the role of CHAIR shall be four (3) years, with year one as CHAIR-ELECT, year two as CHAIR, year three as PAST-CHAIR.

Section 3. The CHAIR shall be the chief executive officer for the PMI Arizona 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 CHAIR shall also serve as a member ex-officio with the right to participate and vote on all committees except the Nominating Committee.

Section 4. The CHAIR-ELECT shall assist the CHAIR in directing the activities of the Board and any standing or temporary committees, in accordance with the purposes of the chapter, and its Charter and bylaws.

Section 5. The PAST-CHAIR shall act as mentor to the CHAIR. The PAST-CHAIR shall be responsible for monitoring the Board adherence to the Bylaws, charter renewal and overseeing chapter governance.

Section 6. The SECRETARY shall keep the records of all business meetings of the PMI Arizona Chapter and meetings of the Board.

Section 7. The TREASURER shall oversee the management of funds for duly authorized purposes of the PMI Arizona Chapter.

Section 8. The Directors will consist of a minimum of four (4) and a maximum of eight (8) officers and shall be a director-at-large and will be responsible for chapter wide special projects and duties as assigned by the Chair and the Board of PMI Arizona Chapter.

Section 9. The Board shall exercise all powers of the PMI Arizona 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 PMI Arizona Chapter business and funds.

Section 10. The Board shall meet at the call of the CHAIR, 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. 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 11. 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 Arizona 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 SECRETARY. 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 12: 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 13: 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. The appointed officer will have voting rights of one (1) vote. In the event the CHAIR is unable or unwilling to complete the current term of office, the CHAIR-ELECT 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 14: Branch Liasons.  Three of the elected Board Directors will be named branch liasons.  One for each named branch.  The branches are defined as Northern, Central, and Southern Arizona.  It is preferred that the Liason be a resident of the branch area but it is not required.

Article VI – PMI Arizona Chapter Nominations and Elections:

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 Arizona 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 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. No nominee should participate in any nominee committee meetings or election activities.

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.

Article VII – PMI Arizona 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 PMI Arizona Chapter officers and/or Directors can serve on the PMI ARIZONA 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 CHAIR with the approval of the Board.

Article VIII - PMI Arizona Chapter Finance:

Section 1. The fiscal year of the PMI Arizona Chapter shall be from 1 January to 31 December.

Section 2. PMI Arizona Chapter annual membership dues shall be set by the PMI ARIZONA CHAPTER’s Board and communicated to PMI in accordance with policies and procedures established by PMI.

Section 3. The PMI Arizona 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 – Chapter Branches

Section 1. Establishing Branch Offices A. The Board may authorize the establishment of branch offices to serve members within geographical and/or topical areas within Arizona state boundaries, subject to PMI® policies and these bylaws. B. Each branch shall be governed by these bylaws and shall operate in accordance with policies established by the PMI Arizona Chapter Board of Directors C. A formal petition for establishing a branch must be submitted to the Board, including: a) Justification for the branch's formation b) Proposed geographical/topical boundaries c) Preliminary business plan d) Estimated membership base

Section 2. Branch Leadership A. Each branch shall be led by a Branch Liason elected by the membership for a two-year term. B. The Branch Director shall: a) Report directly to the Chapter Board of Directors b) Be responsible for the branch's day-to-day operations c) Ensure quarterly reports to the Board on branch activities and finances d) Ensure compliance with Chapter bylaws and policies

Section 3. Branch Operations A. Branches shall not maintain separate bylaws or incorporate separately from the Chapter except through the establishment of a Chapter per PMI requirements. B. All branch financial activities shall be conducted through the Chapter treasury and be subject to oversight by the Chapter Treasurer. C. Branch membership shall be limited to PMI Arizona Chapter members residing or working within the branch's designated geographical/topical area. D. Branches shall coordinate all professional development activities with the Chapter to ensure alignment with Chapter strategies and avoid conflicts.

Section 4. Branch Dissolution A. The Board may dissolve a branch for any of the following reasons: a) Failure to maintain sufficient membership levels b) Failure to comply with Chapter bylaws or policies c) Financial non-viability d) Upon request of the branch membership B. Upon dissolution, all branch assets and records shall be returned to the Chapter.

Article X – 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. 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 CHAIR; by a majority of the Board; or by petition of five percent (5%) of the voting membership directed to the CHAIR. 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 Arizona Chapter shall be those members in good standing, present and in person.

Section 4. All meetings shall be conducted according to parliamentary procedures determined by the Board

Article XI – Inurement and Conflict of Interest:

Section 1. No member of the PMI Arizona Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the PMI Arizona Chapter, except as otherwise provided in these bylaws.

Section 2. No officer, director, appointed committee member or authorized representative of the PMI Arizona Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the PMI Arizona 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. PMI Arizona Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of PMI Arizona Chapter and any corporation, partnership, association or other organization in which one or more of PMI Arizona 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:

  1. 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
  2. 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.
  3. the contract or transaction is fair to PMI Arizona Chapter and complies with the laws and regulations of the applicable jurisdiction in which PMI Arizona 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 PMI Arizona Chapter shall act in an independent manner consistent with their obligations to the PMI Arizona 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 PMI Arizona 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 XII - Indemnification:

Section 1. In the event that any person who is or was an officer, director, committee member, or authorized representative of the PMI Arizona Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the PMI Arizona 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 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 Arizona 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 PMI Arizona Chapter, or is or was serving at the request of the PMI Arizona 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 XIII- Amendments:

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 Arizona Chapter 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 Arizona Chapter’s Charter with PMI.

Article XIV – Dissolution:

Section 1. In the event that the PMI Arizona Chapter 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 Arizona Chapter Charter and require the chapter to seek dissolution.

Section 2. In the event the PMI Arizona Chapter failed to deliver value to its members as outlined in PMI AZ’S business plan and without mitigated circumstance, the Chapter acknowledges that PMI® has a right to revoke the PMI Arizona Chapter Charter and require the chapter to seek dissolution.

Section 3. In the event the PMI Arizona Chapter is considering dissolving, the PMI AZ’S members of the Board of Directors must notify PMI® in writing and follow the Chapter dissolution procedure as defined in PMI’s policy.

Section 4. Should the PMI Arizona Chapter 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.