PMI – Silicon Valley Chapter

Bylaws

Version: 2020

Approved Date: xx/xx/2020

Effective Date: xx/xx/2020

Expiration Date: None

Document Approval and Version History

Article I – Name, Principal Office; Other Offices

Section 1.  Name/Non-Profit Incorporation

This organization shall be called the Project Management Institute – Silicon Valley Chapter, Inc.  (hereinafter “PMI-SV”).  This organization is a chapter chartered by the Project Management Institute, Inc. (hereinafter “PMI”) and separately incorporated as a nonprofit, tax exempt 501(c)(6) corporation, organized under      California’s Non-profit Mutual Benefit Corporation Law. 

Section 2.  PMI-SV shall meet all legal requirements in the jurisdiction(s) in which PMI-SV conducts business and is incorporated.

Section 3.  Principal Office

The center of operations for PMI-SV shall be located within the region of the southern end of the San Francisco Bay (commonly known as, Silicon Valley) in the state of California, USA, as designated by PMI-SV Board of Directors (hereafter “the Board”).

Article II – Relationship to PMI

Section 1.  PMI-SV 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 PMI-SV may not conflict with the current PMI Bylaws and all policies, procedures, rules or directives established or authorized by PMI as well as PMI-SV’s Charter with PMI.

Section 3.  The terms of the Charter executed between PMI-SV 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, PMI-SV shall be governed by and adhere to the terms of the Charter.

Article III – Purpose and Limitations of PMI-SV

Section 1.  Purpose of PMI-SV

• General Purpose. PMI-SV has been founded as nonprofit; tax exempt corporation chartered by PMI, and is dedicated to advancing the practice, science, and profession of project management in a conscious and proactive manner.
• Specific Purposes. Consistent with the terms of the Charter executed between PMI-SV and PMI and these Bylaws, the purposes of PMI-SV 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 public.
• To 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.
• To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
• To provide practitioner-based educational seminars and workshops, opportunities for peer networking and sharing, and PM-based community and educational outreach activities.
• To act as a regional PMI component, within the Silicon Valley (southern region of San Francisco Bay, CA, USA); as a local educational resource and network for project management leadership and information.

Section 2.  Limitations of PMI-SV

• General Limitations. The purposes and activities of PMI-SV shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMI-SV’s Articles of Incorporation.
• The membership database and listings provided by PMI to PMI-SV may not be used for commercial purposes and may be used only for nonprofit purposes directly related to the business of PMI-SV, consistent with PMI policies and all applicable laws and regulations, including but not limited to those law and regulations pertaining to privacy and use of personal information.
• The officers of PMI-SV shall be solely accountable for the planning and operations of the organization, and shall perform their duties in accordance with the organization’s governing documents; its Charter Agreement, Bylaws, policies, practices, and processes; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable laws.

 Article IV – PMI-SV Membership

Section 1. General Membership Provisions

• Membership in PMI-SV requires membership in PMI. PMI-SV 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.
• Members shall be governed by and abide by the PMI Bylaws and by the PMI-SV Bylaws, all policies, practices, processes, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Ethics and Professional Conduct.
• All members shall pay the required PMI and PMI-SV 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 PMI-SV.
• Membership in PMI-SV shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
• Members who fail to pay the required dues when due shall be delinquent for a period of one (1) month and their names removed from the official membership list of PMI-SV. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and PMI-SV to PMI within such one-month delinquent period.
• Upon termination of membership in PMI-SV, the member shall forfeit any and all rights and privileges of membership.
• All PMI-SV members have the right to vote in the organization’s election of its Board of Directors members, for bylaws amendments, and any other business presented by the Board of Directors.
• All and only PMI-SV members have the right to hold an elected or appointed officer ; given they meet the qualification requirements for that position; as established in either these PMI-SV Bylaws and/or in PMI-SV Policies.

Section 2.  Classes and Categories of Members: PMI-SV shall not create its own membership categories.  PMI-SV membership categories shall be consistent with PMI membership categories.

Article V – PMI-SV Board of Directors

Section 1.  PMI-SV shall be governed by a Board of Directors.  The Board shall be primarily responsible for carrying out the purposes and objectives of the nonprofit corporation, as fiduciaries to the PMI-SV membership.

Section 2.  The Board shall consist of five (5) elected officers.

The Board shall consist of all officers elected and appointed, listed in Sections 3 thru 7, below.

Section 3. President (Elected)

• Role: Provides overall management and leadership of PMI-SV; leadership of its Board of Directors, and oversight of all PMI-SV operations.
• Office Terms:
  • 1-year elected term; running from January 1 thru December 31.
  • Limit:1 term.
  • Shall be the chief executive officer for the PMI-SV 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.
  • Shall also serve as a member ex-officio with the right to participate and vote on all committees except the Nominating Committee

Section 4.  Vice President – Administration (Elected)

• Role: Keeper of all official and permanent records (except financial) necessary for PMI-SV’s ongoing operations and regulatory affairs.
• Office Terms:
  • 1-year elected term; running from January 1 thru December 31.
  • Limit: 2 consecutive terms.
  • Shall keep the records of all business meetings of the PMI-SV and meetings of the Board.

Section 5.  Vice President – Finance (Elected)

• Role: Management of PMI-SV’s financial affairs, funds, and all official and permanent financial records.
• Office Terms:
• 1-year elected term; running from January 1 thru December 31.
• Limit: 2 consecutive terms.

shall oversee the management of funds for duly authorized purposes of PMI-SV.

Section 6. Vice President – Operations (Elected)

• Role: Provides leadership and management necessary to ensure delivery of member benefits and services.
• Office Terms:
  • 1-year elected term; running from January 1 thru December 31.
  • Limit: 2 consecutive terms.

Section 7. Vice President – Strategy

• Role: Ensure continuity and sustainability of operations and overall transition of activities across PMI-SV board members between two calendar years.
• Office Terms:
• 1-year term running from July 1 thru June 30.
• Limit: 2 consecutive terms.
• Must be a past board member in the last 7 years

Section 8.  Policies, Practices and Processes

The Board shall exercise all powers of PMI-SV, 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.  The Board shall be authorized to adopt and publish such policies, practices, and processes as may be necessary, consistent with these Bylaws and PMI Bylaws and policies, to exercise authority over all PMI-SV business and funds.

• All policies, practices, and processes adopted by the Board shall remain in effect until repealed or replaced by official action of a seated Board, unless it contains a stated expiration date.

Section 9.  Board Meetings

• The Board shall meet at the call of the President, or at the written request of two (2) members of the Board. A quorum shall consist of no less than one-half (1/2) of the Board membership, at that 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 an in-person meeting, teleconference, audio/video conference or other legally acceptable means, in which all members are able to actively engage in discussion and voting in real-time, whereby:
  • Each member can communicate concurrently with all other members.
  • Each member has the capacity to propose or object to a specific action.
  • The Board has a means of verifying that each participant is an officer or other person entitled to participate and all actions are taken only by officers.
• Meetings shall be conducted in accordance with parliamentary procedures of Robert’s Rules of Order.

Section 10.  The Board of Directors shall declare an officer position to be vacant when an officer:

• Ceases to be a member in good standing of PMI or of PMI-SV due to non-payment of dues.
• When an officer tenders their resignation. An officer may resign by submitting written notice to the President or Vice President - Administration. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt of the notice, by the Board.
• If a Board lacks a full complement of Officers, the Board shall declare the respective position(s) vacant.

Section 11. Removal of an Officer from Board of Directors

An officer may be removed from office for just cause about the affairs of the organization and said position declared vacant; upon proper investigation and documentation, by either the President or Vice President – Strategy ,or a majority (51%) vote of the Board, with Board member in question abstaining from the vote:

• For any material breach of the organization’s bylaws, any policies, and any practices lawfully made thereunder, or the PMI Code of Ethics and Professional Conduct.
• For failure to fulfill the responsibilities and duties of the office.
• For unexcused failure to attend two (2) Board meetings over a period if six (6) months

Section 12.  Filling Board Officer Vacancies

• 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 - Administration shall assume the duties and office of the presiding officer for the remainder of the term; if the Vice President – Administration is unable or unwilling to fill the position, the Vice President – Strategy shall assume the duties and office of the President.
• The Board may also call for a special election of PMI-SV’s membership to fill a vacant position.

Section 13. Limitation on Holding Office

Individuals are limited from holding not more than five (5) consecutive elected terms (years) on the Board, regardless of positions held including VP of Strategy.

Article VI – PMI-SV Nominations, Appointments and Elections

Section 1.  The nomination and election of Board officers 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 members in good standing of PMI-SV shall have the right to vote in the election.  Discrimination in election and nomination procedures based on race, color, creed, gender, age, marital status, national origin, religion, physical or mental disability, or unlawful purpose is prohibited. The use of proxies is prohibited.

Section 2.  Board 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 Vice President – Strategy shall chair and select the Board of Directors Nominating Committee members. The Nominating Committee shall prepare a slate containing nominees for each Board position and shall determine along with the current non-candidate board members the eligibility including active volunteer status 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.

Section 4. Board elections shall be conducted (a) during the annual meeting of the membership; or (b) by mail ballot to all members in good standing; or (c) by electronic ballot to all members in good standing, in compliance with the legal jurisdiction.

Section 5. The Board candidate who receives a majority of votes cast for each office shall be elected; a tie vote shall be resolved by a majority (51%) vote by the Board. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.

Section 6. In accordance with PMI policies, practices, and processes, no funds or resources of PMI or PMI-SV may be used to support the election of any candidate or group of candidates for PMI, PMI-SV 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 PMI-SV Nominating Committee, or other applicable body designated by PMI-SV, will be the sole distributor(s) of all election materials for PMI-SV elected positions.

Section 7. The Board of Directors shall appoint members to serve as volunteer staff and committee members, as needed, from the PMI-SV membership, only. These individuals serve at the pleasure of the Board, for undefined terms. Removal from appointed volunteer staff and committee positions may be done by the Board without cause.

Article VII – PMI-SV 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, limitations and outcomes.  Committees are responsible to the Board.  Committee members shall be appointed from the membership of the organization. The PMI-SV officers can serve on the PMI-SV Committees, unless it specifically is restricted by the Bylaws.

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

Article VIII - PMI-SV Finance

Section 1.  The fiscal year of PMI-SV shall be from 1 January to 31 December.

Section 2.  The PMI-SV annual membership dues shall be set by the PMI-SV Board and communicated to PMI in accordance with policies and procedures established by PMI.

Section 3.  The PMI-SV Board shall establish policies, practices and processes to govern the management of its finances and shall submit required tax filings to appropriate government authorities.

Section 4.  All membership dues billings, dues collections and dues disbursements to PMI-SV shall be performed by PMI.

Article IX – Meetings of the Membership

Section 1.  An annual meeting of the membership shall be held at a date and location to be determined by the Board.  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 (51%) 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 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.  The quorum for all annual and special PMI-SV meetings shall be those PMI-SV members in good standing, present and in-person, or constituting at least one percent (1%) of the voting membership. Use of proxies is prohibited.

Section 4.  All meetings shall be conducted according to parliamentary procedures determined by Robert’s Rules of Order.

Article X - Inurement and Conflict of Interest

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

Section 2. No officer, director, appointed committee member or authorized representative of PMI-SV shall receive any compensation or other tangible or financial benefit for service on the Board or directly related to the execution of duties and responsibilities.  

• Exception: The Board may authorize payment by PMI-SV of actual and reasonable expenses incurred by an officer, director, committee member or authorized representative regarding attendance at Board meetings and other such Board approved activities.

Section 3. PMI-SV may engage in contracts or transactions with members, appointed committee members or authorized representatives of PMI-SV and any corporation, partnership, association or other organization in which one or more of PMI-SV’s appointed committee members, volunteer staff 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 (51%) vote of the officers who do not have any interest in the transaction or contract;
• The contract or transaction is fair to PMI-SV and complies with the laws and regulations of the applicable jurisdiction in which PMI-SV is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Board of Directors.
• The member indicated above is not a Board Member or appointed Director who is managing/overseeing the PMI-SV related Program/Service/Activity.
• The member indicated above is not related to any Board Member of PMI-SV by blood, marriage, domestic partnership or business partnership.

Section 4.  All officers, directors, appointed committee members, appointed staff and authorized representatives of PMI-SV shall act in an independent manner consistent with their obligations to PMI-SV and applicable law, regardless of any other affiliations, memberships, or positions.

Section 5. All officers, directors, appointed committee members, appointed staff and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which PMI-SV 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 – Indemnifications

Section 1.  In the event that any person who is or was an officer, director, committee member, or authorized representative of PMI-SV, acting in good faith and in a manner reasonably believed to be in the best interests of PMI-SV, 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, PMI-SV 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 PMI-SV, or is or was serving at the request of PMI-SV 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 minimum two-thirds (2/3) affirmative vote of the voting membership in good standing voting by electronic ballot; or by a minimum two-thirds (2/3) affirmative vote of membership present and voting at an annual meeting of PMI-SV duly called and regularly held; or by a minimum two-thirds (2/3) affirmative vote of the voting membership in good standing voting by mail or electronic ballot returned within thirty (30) days of the date by which members can reasonably be presumed to have received the ballot.  Written notice of proposed changes shall be sent (email or postal) to the membership at least fifteen (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 the PMI Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with PMI-SV’s Charter with PMI.

Article XIII – Dissolution

Section 1.  If PMI-SV 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-SV Charter and require it to seek dissolution. 

Section 2.  In the event PMI-SV failed to deliver value to its members as outlined in PMI-SV’s business plan and without mitigated circumstances, PMI-SV acknowledges that PMI has a right to revoke the PMI-SV Charter and require it to seek dissolution. 

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

Section 4.  Should PMI-SV dissolve for any reason, its assets shall be dispersed in accordance to the dissolution plan or, lacking thereof, to a charitable/nonprofit organization, approved 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 PMI-SV entity must be approved by a majority of the members voting on the motion to dissolve.