Chapter By Laws

The Project Management Institute,
Savannah River Chapter , Inc.

Article I – Name, Principal Office and Relationship to PMI

Section 1. This organization shall be called the Project Management Institute, Savannah River Chapter, Inc. (hereinafter “the Chapter”). This organization is a Chapter of PMI chartered by the Project Management Institute, Incorporated (hereinafter “PMI®”) and separately incorporated as a non-profit, tax exempt corporation organized under the laws of Georgia.

Section 2. The President shall have the authority to prohibit and the responsibility to prevent the use of the Chapter name in connection with any meeting or activity which, in his or her opinion, does not further the purposes and objectives of the Chapter or PMI.

Section 3. The principal office of the Chapter shall be located in Georgia and within the Central Savannah River Area as designated by the Chapter board.

Section 4. 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 5. The Chapter shall meet all legal requirements in the jurisdiction(s) in which the Chapter conducts business or is incorporated/registered.

Section 6. These 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 7. The terms of the Charter to be executed between the Chapter and PMI, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder.

Article II - Purpose

Section 1. The objectives of the Chapter are to: To establish and maintain a dynamic PMI chapter that will provide for the professional development of a diverse membership; to encourage wide participation and high member activity; to operate the Chapter in a sound and businesslike manner in the furtherance of the purpose and objectives of the Project Management Institute.

Section 2. Specific Objectives. The specific objectives of PMI shall also be the specific objectives of the Chapter. In addition, the Chapter shall assist each of its members in his or her professional development, whether in general or toward specific professional certification. Other objectives of the Chapter are to advance the discussion and examination of problems, solutions, applications and ideas related to the management of engineering, construction, manufacturing and research and development projects; to foster communication between private and public sectors regarding project/program management; and to seek from within and outside itself, the information to help its members maintain the state of the project/program management art.

Article III - Membership

Section 1. Membership in this organization is voluntary and shall be open to any eligible person interested in furthering the purposes of the organization. Membership shall be open to all eligible persons without regard to race, creed, color, age, sex, marital status, national origin, religion, or physical or mental disability.

Section 2. Membership in the 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 in good standing may be elected to any office except that the office of the President shall be filled by the outgoing VP Membership unless he declines to serve or is otherwise unable to fulfill the duties of the office. Should the outgoing VP Membership not assume the office of President, the position of President will be by election.

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.

Section 5. All members shall pay the required PMI and Component membership dues to PMI and in the event that a member resigns, PMI or the Chapter shall not refund membership dues.

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 or greater shall be delinquent and their names shall be carried by the Chapter in a delinquent status until removed from the official membership list by PMI. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Chapter.

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

Section 9. 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.

Article IV - Officers

Section 1. The Chapter shall have elected officers to serve in the following positions: President, VP Membership, VP Finance, VP Administration, VP Marketing, VP Communications, VP Programs, VP Professional Development and Training, and Immediate Past President. All officers shall be members in good standing of PMI and of the Chapter. The officers will serve two-year terms of office, staggered so that four or five officers are elected each year. Implementation of this policy shall be designed and approved by existing officers at the time these bylaws were revised to include this new provision. This policy shall be implemented in the year 2002. Elected officers as of January 1, 2002 shall begin their first year term of office.

Section 2. 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 3. Succession of Officers
In the event that the office of President shall become vacant, the order of succession shall be as listed in Section 1 of this Article. Other offices, which become vacant, whether directly or through succession, shall be appointed by the President with the approval of the majority of the remaining Board members. The term of an appointed officer(s) that fill vacancies shall be for the remaining term of the position on the board being vacated.

Section 4. PRESIDENT The duties and responsibilities of the President shall include, but not be limited to, the following:

  • Call and preside over all Chapter meetings.
  • Direct the activities of the other officers.
  • Appoint Board members to vacant positions, subject to Board approval.
  • Compile and submit the Annual Chapter Report and Survey to the PMI Executive Office. Represent the Chapter at the two meetings each year of the PMI Assembly of Chapter Presidents, as provided for in the PMI "Policies and Guidelines for Chapter Activities."
  • Ensure that the Chapter shall be adequately and appropriately represented in all outside activities. This shall generally mean that the President shall personally represent the Chapter wherever and whenever possible.

Section 5. IMMEDIATE PAST PRESIDENT
The duties and responsibilities of the Immediate Past President shall include, but not be limited to, the following:

  • Assist the President in liaison with PMI as and when required.
  • Chair temporary committees, supervise the preparation and conduct of any special projects, seminars or meetings, and serve on any such special committees as required by the President.
  • Chair the Nominating Committee responsible for preparing the slate of officers for the succeeding year.
  • Appoint the members of the Nominating Committee, subject to Board approval, as provided for in the Bylaws.

Section 6. VICE PRESIDENT - MEMBERSHIP
The duties and responsibilities of the Vice President - Membership shall include, but not be limited to, the following:

  • Serve as the “President Elect”, and replaces the President at completion of president’s term, or otherwise.
  • Act for the President in his or her absence.
  • Maintain a current file of PMI members in the Chapter service area. Maintain a listing of prospective members and solicit their memberships in the Chapter. Obtain timely updates of the PMI listings of current and potential Chapter members.
  • Develop a membership campaign, which will encourage the participation of all levels and all types of project management professionals within the service area of the Chapter.
  • Maintain membership drives, including providing application forms, instructions for completing on-line applications, and PMI information to potential members.
  • Receive, process and act upon all applications for Chapter membership. When notified by the Vice President - Finance, follow up on past members who become delinquent in current dues.
  • Include the appropriate PMI Officers on all general mailings.
  • Assist in the preparation of the annual Chapter reports to PMI.

Section 7. VICE PRESIDENT - PROFESSIONAL DEVELOPMENT AND TRAINING
The duties and responsibilities of the Vice President - Professional Development and Training shall include, but not be limited to, the following:

  • Develop and maintain a long-range program for the professional development of the Chapter membership.
  • Develop and maintain a program to assist the members of the Chapter in their efforts to attain certification as Project Management Professionals.
  • Act as Chapter liaison with PMI for member certification requirements and testing.
  • Encourage, assist in and direct the efforts of Chapter members in the preparation of presentations and papers as part of their professional development.
  • Develop and maintain a resource pool of written and professional references for the use of members seeking training in the field of project management.
  • Maintain up-to-date listings, and keep the membership informed of the resources available for training.
  • Establish and maintain current records of all certification activities for each member who participates in the certification program.
  • Maintain communications with the PMI Director of Education or other appropriate PMI Officers, concerning on-going and special Professional Development and Training topics.
  • Assist in the preparation of the annual Chapter reports to PMI.

Section 8. VICE PRESIDENT - FINANCE
The duties and responsibilities of the Vice President - Finance shall include, but not be limited to, the following:

  • Oversee the management of funds for duly authorized purposes of the Chapter.
  • Manage all Chapter moneys, including the receipt of all dues, contributions, and guest payments, the payment of all Chapter bills as directed by the Board, and the reconciliation of all Chapter bank accounts and other financial activities.
  • Payments shall be made by cash or bank drafts. Receipts shall be obtained for all cash payments. Bank drafts shall require the signature of the current Vice President of Finance or the current Chapter President and shall be co-signed by the Vice President of the sponsoring organization or Designee for all drafts above $1000.
  • Direct all Chapter procurements.
  • Arrange for the co-signature of the current Chapter President and appropriate Chapter Vice Presidents on all Chapter bank accounts.
  • Prepare an operating budget, with the approval of the Board, for the planning of Chapter activities and for inclusion in the application to PMI for Charter renewal. Operating budgets shall be approved prior to January 1 of the year for which the budget is applied.
  • Prepare an annual financial report on the activities and the financial status of the Chapter for submittal to the Chapter Board by November 1 of each year. Financial reports will include projections of expenditures through December 31 of the same year. Present the financial report at the annual Chapter Membership meeting.
  • Turn over all Chapter financial records to his or her successor and receive a receipt therefore.
  • Maintain financial records on a Calendar Year basis or as otherwise directed by PMI.
  • Make all required local and national tax reports.
  • Assist in the preparation of the Annual Chapter Report to PMI.

Section 9. VICE PRESIDENT - PROGRAMS
The duties and responsibilities of the Vice President - Program shall include, but not be limited to, the following:

  • Direct the preparation and presentation of programs relating to project management for Chapter meetings. The content of these programs shall be supportive of the objectives of the Chapter.
  • Manage all physical and financial arrangements for all general membership meetings. Coordinate the special requirements of the meeting or of other officers and arrange with the facility providers for:
    • Arrangements, including size and seating of the head table.
    • Meeting schedule, including set-up, bar service, and cleaning.
    • Special equipment such as projectors, microphones, flip charts, display tables, etc.
  • Direct the presentation and conduct of special seminars, meetings or colloquiums which the Chapter may choose to present.
  • Provide the Vice President - Membership with information on upcoming activities and events at least one month in advance.
  • Coordinate with the Vice President - Finance in a timely manner relative to meeting financial requirements.
  • Assist in the preparation of the Annual Chapter Report to PMI.
  • Encourage member input to and participation in Chapter programs and activities and monitor and evaluate member response to same.
  • Gather names and data on all meeting attendees, including non-members. Transmit these to the Vice President - Membership for inclusion in the mailing list.

Section 10. VICE PRESIDENT - COMMUNICATIONS
The duties and responsibilities of the Vice President - Communications shall include, but not be limited to, the following:

  • Publicize the activities of the Chapter and promote membership in PMI.
  • Manage publication of the Chapter Newsletter.
  • Publicize the activities of the Chapter.
  • Develop media listings for publicizing Chapter events, including corporate newsletters, daily papers, major trade publications, etc.
  • Administer and manage Chapter Web Page.
  • Maintain communication with the Editor of the "PM Network" and other PMI Officers relative to the publication of articles and reports written by Chapter members and Chapter operations and activities.
  • Direct the preparation of an annual report to the Chapter membership.

Section 11. VICE PRESIDENT - ADMINISTRATION
The duties and responsibilities of the Vice President - Administration shall include, but not be limited to, the following:

  • Keep the records of all business meetings of the Chapter and meetings of the Board.
  • Prepare, distribute and maintain appropriate minutes and reports of Chapter activities. Provide for the administrative needs of the Board of Directors and management of physical assets.
  • Record, distribute and maintain minutes of Chapter Board of Directors Meetings and Annual Business Meetings.
  • Maintain the Chapter Library and records including such things as Chapter Constitution and Bylaws, correspondence, names of award winners, copies of programs and reports, etc.
  • Prepare required reports, in conjunction with the President, for submission to PMI.
  • Administer the annual election of officers.
  • Manage and maintain Chapter's physical assets.

Section 12. VICE PRESIDENT - MARKETING
The duties and responsibilities of the Vice President -Marketing shall include, but not be limited to, the following:

  • Promote Chapter membership.
  • Increase and sustain membership and attendance at Chapter functions.
  • Develop literature, brochures and other information for distribution to prospective members and news media.
  • Periodically conduct a comprehensive marketing/advertising study to determine effective ways to increase and sustain membership and attendance at Chapter functions.
  • Solicit businesses in the service area for monetary contributions, advertising, or sponsorship of Chapter activities.
  • Coordinate SIG Activities for Chapter.
  • Direct all Chapter activities relating to the publicizing of the Chapter and of the purposes and objectives of the Chapter and of PMI to the public.
  • Develop and maintain an ongoing program of Chapter publicity.
  • Maintain communication with the PMI Marketing Program Manager to coordinate Chapter and PMI Activities.
  • Maintain and manage an information display of PMI literature and publications at each technical meeting.

Article V – Board of Directors

Section 1. The 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 (or equivalent).

Section 2. The Board shall consist of the officers of the Chapter.

Section 3. The Board shall exercise all powers of the Chapter, except as specifically prohibited by these bylaws, the PMI Bylaws and policies, and the laws of the jurisdiction in which the organization is incorporated/registered. The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these bylaws and PMI Bylaws and policies, and to exercise authority over all Chapter business and funds.

Section 4. The Board shall meet at the call of the President, or at the written request of three (3) members of the Board directed to the President. A quorum shall consist of no less than one-half of the membership of the Board at any given time. Each member shall be entitled to one (1) vote and may take part and vote in person only. When an agenda item that requires a vote is publicized prior to the meeting a Board member may cast his or her vote by proxy. A proxy vote shall be in writing and sent to the president of the board prior to the meeting for which the agenda item is discussed. At its discretion, the Board may conduct its business by teleconference, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

Section 5. The Board of Directors shall declare an officer position to be vacant where an officer ceases to be a member in good standing of PMI or of the Chapter by reason of non-payment of dues, or where the officer fails to attend two (2) consecutive Board meetings (without adequate excuse. An officer may resign by submitting written notice to the President or the officer responsible for keeping official records. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board of the written notice.

Section 6. An officer may be removed from office for just cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.

Section 7. If any officer position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. In the event the President is unable or unwilling to complete the current term of office, the Vice president of Membership 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 shall be conducted annually in accordance with the terms of office specified in Article IV, Section 1 and Article V, Section 2. Election of new officer(s) and director(s) shall be completed by June 1 in the year prior to assuming the duties of the office(s). Duties of office begin January 1 of the following year. All voting members in good standing 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. Newly elected officer(s) shall begin working with the out-going officer(s) beginning September 1 in the year they are elected and work through December 31 to help with turn over of responsibilities.

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. The candidate who receives a majority of votes cast for each office shall be elected. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.

Section 4. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.

Article VII – Committees

Section 1. The Board may authorize the establishment of standing or temporary committees to advance the purposes of the organization. The Board shall establish a charter for each committee, which defines its purpose, authority and outcomes. Committees are responsible to the Board.

Section 2. All committee members and a chairperson for each committee shall be appointed by the President with the approval of the Board. Committee members may be appointed from the membership of the organization.

Article VIII - Finance

Section 1. The fiscal year of the Chapter shall be from 1 January through 31 December.

Section 2. Annual membership dues shall be set by the Board and communicated to PMI in accordance with policies and procedures established by the PMI Board of Directors.

Section 3. The Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.

Section 4. All dues billings, dues collections and dues disbursements shall be performed by PMI.

Section 5. The financial operations of the Chapter shall be conducted under budgetary control. The budget shall be an annual budget recommended by the Vice President - Finance and approved by the Board of Directors. The budgetary control shall be administered as needed by the Vice President - Finance. The annual budget for the succeeding year shall be submitted in draft form not later than the Board of Directors' meeting immediately prior to the annual business meeting of the Chapter. The draft budget shall be submitted to the incoming Officers elected at the annual business meeting. The draft budget shall be reviewed and approved in its annual form at a joint meeting of incoming and outgoing officers, which meeting shall be held not earlier than 14 calendar days after the annual business meeting and not later than the end of the current fiscal year.

Section 6. FINANCIAL CONTROL
Accounting for the finances of the Chapter shall conform in general to the recommended practices of the American Institute of Certified Public Accountants. The Vice President - Finance shall submit monthly statements of account to the Board of Directors.

Section 7. EXPENDITURES AND ALLOCATIONS
Expenditures shall be handled by the Vice President - Finance except as authorized by the board. In all cases, expenditures shall be made in accordance with the approved budget. No single expenditure may exceed the amount budgeted for the expenditure by more than 10 percent, unless specifically approved by the Board of Directors.

Section 8. FEES AND DUES
Annual dues for members and student members shall be as set by the Board of Directors. Membership in the Chapter shall commence for new members on the date of acceptance by PMI and the payment of Chapter dues. Chapter membership shall be annual from the date of acceptance, consistent with the anniversary date of PMI membership.

Section 9. BILLINGS
Billings for annual PMI and Chapter dues are mailed to members and student members prior to the expiration date of membership in accordance with the PMI Bylaws and based upon the PMI membership lists. Payment is due on the anniversary date of enrollment. Notices may be sent to all members in arrears.

Article IX – Meetings of the Membership

Section 1. An annual business 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. The Board shall send notice of all annual and special meetings 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. Quorum at all annual and special meetings of the Chapter shall be ten percent (10%) of the voting membership in good standing, 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. Payments to individuals shall be limited to reasonable and appropriate reimbursement for expenses incurred on behalf of the Chapter and as authorized by the board.

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 the 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 the Chapter and complies with the laws and regulations of the applicable jurisdiction in which the 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 or 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 again reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated. Where the representative has been successful in defending the action, indemnification is mandatory.

Section 2. Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted only when consistent with the requirements of applicable law, and upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in these bylaws.

Section 3. To the extent permitted by applicable law, the 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 the 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 two-thirds (2/3) vote of the voting membership in good standing present at an annual meeting of the 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 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 Chapter’s Charter with PMI.

Article XIII – Dissolution

Section 1. 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.

Article XIV Publications

Section 1. The Chapter shall encourage and assist in the sharing of the expertise of its members through the publication of technical articles and presentations.

Section 2. A newsletter may be published in furtherance of the purposes and objectives of the Chapter and of PMI. In addition, a compilation may be published of the writings and presentations prepared each year by the Chapter members. Such internal publications shall be prepared under the supervision of the Vice President - Communications.

Section 3. The publication, internal or external, of articles and presentations for the professional development of the general membership, or for the progress toward the professional certification of members, shall be under the supervision of the Vice President - Professional Development and Training.

Section 4. The publication of publicity materials, whether originally prepared for another purpose, or prepared expressly for the purpose of Chapter publicity, shall be under the supervision of the Vice President - Marketing.

Section 5. Other recurring and non-recurring publications may be authorized by the Board of Directors.

Original from June 2002 and signed by

Ronald E. Walker
President

David J. Sullivan
Immediate Past President

Lee Carey
VP Membership

Dennis J. DelVecchio
VP Marketing

Stephen E. Gentry
VP Communications

Manan N. Vakil
VP Finance

Surendra K. Gupta
VP Programs

Erika L. Bobbitt
VP Administration

Lawrence G. Frelin
VP Professional Development and Education