Chapter Bylaws
PMI Kentuckiana Chapter Bylaws
Amended - 2022
Approved by PMI Kentuckiana Board of Directors - 2022
Approved by PMI® - 2022
Contents
- Article I – Name, Principal Office; Other Offices.
- Article II – Relationship to PMI.
- Article III – Purpose and Limitations of the Kentuckiana Chapter.
- Article IV – Kentuckiana Chapter Membership.
- Article V – Kentuckiana Chapter Board of Directors.
- Article VI – Kentuckiana Chapter Nominations and Elections.
- Article VII – Kentuckiana Chapter Committees.
- Article VIII – Kentuckiana Chapter Finance.
- Article IX – Meetings of the Membership.
- Article X – Inurement and Conflict of Interest.
- Article XI – Indemnification.
- Article XII – Amendments.
- Article XIII – Dissolution.
Article I – Name, Principal Office; Other Offices.
Section 1. Name/Non-Profit Incorporation
This organization shall be called the Project Management Institute, Kentuckiana Chapter (hereinafter “the Kentuckiana 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 Commonwealth of Kentucky. All Chapters formed within the United States must be incorporated as 501(c) (6) organization.
Section 2. Legal Requirements
The Kentuckiana Chapter shall meet all legal requirements in the jurisdiction(s) in which the Kentuckiana Chapter conducts business or is incorporated/registered.
Section 3. Principal Office; Other Offices
The principal office of the Kentuckiana Chapter shall be located in Louisville in the Commonwealth of Kentucky. The Kentuckiana Chapter may have other offices such as Branch offices as designated by the Kentuckiana Chapter Board of Directors.
Article II – Relationship to PMI.
Section 1. Board of Directors
The Kentuckiana 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. Bylaw Conflicts
The bylaws of the Kentuckiana 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 Kentuckiana Chapter’s Charter with PMI.
Section 3. Procedure of Documents
The terms of the Charter executed between the Kentuckiana 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 Kentuckiana Chapter shall be governed by and adhere to the terms of the Charter.
Article III – Purpose and Limitations of the Kentuckiana Chapter.
Section 1. Purpose of the Kentuckiana Chapter
A. General Purpose. The Kentuckiana Chapter has been founded as a non-profit, tax exempt 501 (c)(6) 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.
B. Specific Purposes. Consistent with the terms of the Charter executed between the Kentuckiana Chapter and PMI and these Bylaws, the purposes of the Kentuckiana Chapter shall include the following:
i. Foster professionalism in the management of projects.
ii. Contribute to the quality and scope of project management.
iii. Stimulate appropriate global application of project management for the benefit of the general public.
iv. Provide a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and others interested and involved in project management.
v. Identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
vi. Advance the mission and objectives of PMI within the Kentuckiana region of Kentucky and Southern Indiana.
vii. Develop a growing and committed membership of local project management professionals.
viii. Promote professional project management principles and techniques with local businesses, universities, and professional associations.
ix. Support and enhance project management professionalism by developing and providing quality programs based on the needs of local project managers.
x. Collaborate with qualified training providers to provide an educational program that strengthens the skills of local project managers and supports PMI certification programs.
Section 2. Limitations of the Kentuckiana Chapter
A. General Limitations. The purposes and activities of the Kentuckiana Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with Kentuckiana Chapter Articles of Incorporation.
B. The membership database and listings provided by PMI to the Kentuckiana Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Kentuckiana Chapter, consistent with PMI policies and all applicable laws and regulations, including but not limited to those law and regulations pertaining to privacy and use of personal information.
C. The officers and directors of the Kentuckiana 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 – Kentuckiana Chapter Membership.
Section 1. General Membership Provisions
A. Membership in the Kentuckiana Chapter requires membership in PMI®. The Kentuckiana Chapter 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, gender, age, marital status, sexual orientation, national origin, religion, physical or mental disability, or any other unlawful purpose is prohibited.
C. Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of the Kentuckiana Chapter 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 Kentuckiana 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 Kentuckiana Chapter.
E. Membership in the Kentuckiana Chapter 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 Kentuckiana Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Kentuckiana Chapter to PMI within such one month delinquent period.
G. Upon termination of membership in the Kentuckiana Chapter, the member shall forfeit any and all rights and privileges of membership.
H. All members in good standing of the Chapter may vote on Chapter issues presented to the membership and hold office subject to the requirements of Article V. Student members are full chapter members.
Section 2. Classes and Categories of Members
The Kentuckiana Chapter shall not create its own membership categories. PMI Chapter membership categories shall be consistent with PMI membership categories.
Article V – Kentuckiana Chapter Board of Directors.
Section 1. Governance
The Kentuckiana 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. Elected Board Member Elections
The Board shall consist of the officers of the Kentuckiana Chapter elected by the membership and shall be members in good standing of PMI and of the Kentuckiana Chapter. Terms of office for the Officers shall be (2) years, with the first year as a non-voting “elect” role and the second year as a voting officer. Serving as Board members is limited to (2) consecutive terms in the same position, and no more than (4) consecutive terms on the Board in general. Exceptions to these terms are at the discretion of the Chapter President.
Section 3. The President
The Chapter President shall be the chief executive officer for the Kentuckiana 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 Chapter President 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 Vice President, Communications
The Vice President of Communications shall keep the records of all business meetings of the Kentuckiana Chapter and meetings of the Board. The VP of Communications shall be responsible for the timely dissemination and archiving of information relating to chapter business, meetings and projects.
Section 5. The Vice President, Finance
The Vice President of Finance shall oversee the management of funds for duly authorized purposes of the Kentuckiana Chapter. This includes budget preparation, archiving chapter financial documentation, filing of tax returns, maintaining corporation standing with the Kentucky Secretary of State, authorizing and processing all accounts payable and receivable, overseeing contracted services, creating event management policies, and governing site/venue negotiations and contracts.
Section 6. Additional Vice Presidents and Directors at Large
Additional voting Vice President positions may include, but not be limited to, Technology, Membership, Programs, Education, and Outreach. Non-voting Director at Large positions may be defined and filled through the annual Board election process. Responsibilities of these positions will be aligned with the PMI Chapter Volunteer Role Delineation Study Results.
Section 7. Powers
The Board shall exercise all powers of the Kentuckiana 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, the PMI Bylaws and policies, and to exercise authority over all Kentuckiana Chapter business and funds.
Section 8. Meetings
The Board shall meet at the call of the Chapter 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 or virtually. At its discretion, the Board may conduct its business by teleconference, video conference or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.
Section 9. Vacant Positions
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 Kentuckiana Chapter by reason of non-payment of dues, or where the officer or Director at Large fails to attend three (3) consecutive Board meetings without prior notice to the Chapter President. An officer or Director at Large may resign by submitting written notice to the Chapter President. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board.
Section 10. Filling Vacant Positions
If any officer or Director at Large position becomes vacant, the officer-elect for the position will become the current officer for the remainder of the term. If there is no officer-elect, the Chapter President may appoint a successor to fill the vacant position for the unexpired portion of the term or the Board may call for a special election by the Chapter’s membership to fill the vacant position. In the event the Chapter President is unable or unwilling to complete the current term of office, the Chapter President-Elect shall assume the duties and office of the presiding officer for the remainder of the term. If the President-Elect is unable to assume the office, the order of succession for Chapter President shall be Vice President Membership, Vice President Communications, and Vice President of Finance.
Section 11. Removal from Office
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 (in person or virtually) at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.
Section 12. Role Description and Responsibilities
The Board shall review the role and responsibilities documented for each active, voting board member position annually. An active voting board member position is defined as a board position that is not vacant. Any change to a board position’s qualifications and/or responsibilities must be reviewed and approved by the Board before changes are implemented and posted.
Article VI – Kentuckiana Chapter Nominations and Elections.
Section 1. Elections
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 Kentuckiana Chapter shall have the right to vote in the election. Discrimination in election and nomination procedures on the basis of race, creed, color, age, gender, age, marital status, sexual orientation, national origin, religion, or physical or mental disability, or any other unlawful purpose is prohibited.
Section 2. Office Commencement
Candidates who are elected shall take office in their ‘elect’ capacity on the first day of January following their election, and shall hold their ‘elect’ position for one year until they transition into their voting position the following January.
Section 3. Nominating Committee
A Nominating Committee or a volunteer serving as Elections Director, led by the Immediate Past President, shall prepare a slate containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election. In the event there are no candidates meeting the prerequisite for an elected board officer position, the rules may be waived, with the approval of the current President.
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 if the election is conducted during the annual meeting or by mail ballot.
In case of a tie, the Nominating Committee shall cast the tiebreaking vote in accordance with Kentuckiana PMI policies and procedures. If the current officer position was vacant or filled by appointment, and there is no officer elect, the candidate receiving the largest number of votes will be the current officer elect.
Section 4.Nominating Committee Exclusion
No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.
Section 5: Funding and Electioneering
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 – Kentuckiana Chapter Committees.
Section 1. Chapter Committees
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 Kentuckiana Chapter officers and/or Directors can serve on the Kentuckiana Chapter Committees, unless it specifically is restricted by the Bylaws.
Section 2. Committee Chairs
All committee members and a chairperson for each committee shall be appointed by the Chapter President with the approval of the Board.
Article VIII – Kentuckiana Chapter Finance.
Section 1. Fiscal Year
The fiscal year of the Kentuckiana Chapter shall be from 1 January to 31 December.
Section 2. Dues
Kentuckiana Chapter annual membership dues shall be set by the Kentuckiana Chapter’s Board and communicated to PMI in accordance with policies and procedures established by PMI.
Section 3. Finances and Taxes
The Kentuckiana 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.Dues
All dues billings, dues collections and dues disbursements shall be performed by PMI.
Article IX – Meetings of the Membership.
Section 1. Annual Meeting
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 Meeting
Special meetings of the membership may be called by Chapter President; by a majority of the Board; or by petition of ten percent (10%) of the voting membership directed to the Chapter 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
Quorum at all annual and special meetings of the Kentuckiana Chapter shall be those members in good standing, present and in person or five percent (5%) of the voting membership in good standing, present and in person. For electronic votes, a quorum shall be those members in good standing who cast votes.
Section 4. Meeting Conduct
All meetings shall be conducted according to parliamentary procedures determined by the Board.
Article X – Inurement and Conflict of Interest.
Section 1. Membership Gain Restriction
No member of the Kentuckiana Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Kentuckiana Chapter, except as otherwise provided in these bylaws.
Section 2. Officer Compensation
No officer, director, appointed committee member or authorized representative of the Kentuckiana Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Kentuckiana 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. Contracts or Transactions
Kentuckiana Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of Kentuckiana Chapter and any corporation, partnership, association or other organization in which one or more of Kentuckiana Chapter’s directors, officers, appointed committee members or authorized representatives are: directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:
A. The facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the board of directors prior to commencement of any such contract or transaction;
B. The board in good faith authorizes the contract or transaction by a majority vote of the directors who do not have an interest in the transaction or contract;
C. The contract or transaction is fair to Kentuckiana Chapter and complies with the laws and regulations of the applicable jurisdiction in which Kentuckiana Chapter is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the board of directors.
Section 4. Independent and Ethical Behavior
All officers, directors, appointed committee members and authorized representatives of the Kentuckiana Chapter shall act in an independent manner consistent with their obligations to the Kentuckiana Chapter and applicable law, regardless of any other affiliations, memberships, or positions.
Section 5. Disclosure of Interest
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 Kentuckiana 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. Legal Proceedings
In the event that any person who is or was an officer, director, committee member, or authorized representative of the Kentuckiana Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Kentuckiana 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. Determination of Indemnification
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. Liability Insurance
PMI offers basic insurance to all chapters as part of the chapter benefits, but individual chapters or board members may choose to purchase additional insurance.
To the extent permitted by applicable law, the Kentuckiana 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 Kentuckiana Chapter, or is or was serving at the request of the Kentuckiana 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. Amendment Voting
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 Kentuckiana 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. Amendment Proposals
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. Consistency with Bylaws and Charter
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 Kentuckiana Chapter’s Charter with PMI.
Article XIII – Dissolution.
Section 1. PMI® Right of Dissolution
In the event that the Kentuckiana 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 Kentuckiana Chapter Charter and require the Chapter to seek dissolution.
Section 2. Failure to Deliver Value
In the event the Kentuckiana Chapter failed to deliver value to its members as outlined in Kentuckiana Chapter’s business plan and without mitigated circumstance, the Chapter acknowledges that PMI® has a right to revoke the Kentuckiana Chapter Charter and require the Chapter to seek dissolution.
Section 3. Dissolution Procedure
In the event the Kentuckiana Chapter is considering dissolving, the Kentuckiana 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. Assets Disposal
Should the Kentuckiana 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. Dissolution by Majority Vote
Unless superseded by law, dissolution of the Chapter entity must be approved by a majority of the members voting on the motion to dissolve.
