PMI Tulsa Chapter Bylaws

Bylaws of

The Project Management Institute Tulsa Chapter

2015

Article I – Name, Principal Office; Other Offices.

Section 1.  Name/Non-Profit Incorporation.

This organization shall be called the Project Management Institute, Tulsa Chapter (hereinafter “PMI Tulsa”). 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 Oklahoma. ALL Chapters[PA1]  formed within the United States must be incorporated as 501(c) (6) organization.

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

Section 3.  Principal Office; Other Offices.

The principal office of PMI Tulsa shall be located in TULSA in the State of Oklahoma. PMI Tulsa may have other offices such as Branch offices as designated by the PMI TULSA Board of Directors.

Article II – Relationship to PMI.

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

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

Article III – Purpose and Limitations of PMI Tulsa Chapter

Section 1.  Purpose of PMI Tulsa Chapter

A.       General Purpose[PA2] . PMI TULSA 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.

B.       Specific Purposes. Consistent with the terms of the Charter executed between PMI Tulsa and PMI and these Bylaws, the purposes of PMI Tulsa shall include the following:

:

a)        To foster professionalism in the management of projects.


b)        To contribute to the quality and scope of project management.

c)        To stimulate appropriate global application of project management for the benefit of general public.

d)        To provide a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and other interested and involved in project management.

e)        To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.

Section 2.  Limitations of PMI Tulsa

A.       General Limitations. The purposes and activities of PMI Tulsa shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMI Tulsa’s Articles of Incorporation.

B.       The membership database and listings provided by PMI to PMI Tulsa may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of PMI Tulsa, 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 PMI Tulsa 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 – PMI Tulsa Chapter Membership.

Section 1. General Membership Provisions.

A.       Membership in PMI Tulsa requires membership in PMI®. PMI Tulsa shall not accept as members any individuals who have not been accepted as PMI® members.

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.

B.       Members shall be governed by and abide by the PMI Bylaws and by the bylaws of PMI Tulsa and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.

C.       All members shall pay the required PMI and PMI Tulsa 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 Tulsa.

D.       Membership in PMI Tulsa shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.

E.       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 Tulsa. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and PMI Tulsa to PMI within such one month delinquent period.

F.        Upon termination of membership in PMI Tulsa, the member shall forfeit any and all rights and privileges of membership.

G.       Any PMI Tulsa member in good standing may vote and hold a PMI Tulsa office.


Section 2.  Classes and Categories of Members. PMI Tulsa shall not create its own membership categories. PMI Chapter membership categories shall be consistent with PMI membership categories.

Article V – PMI Tulsa Chapter Board of Directors:

Section 1. PMI Tulsa 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 PMI Tulsa elected by the membership and shall be members in good standing of PMI and of PMI Tulsa.  With the exception of the President Elect, President, and Past President,  Term of Office for all other Officers shall be limited to two (2) years, limited to two (2) consecutive terms in the same position, and no more than three (3) consecutive terms on the Board in general. The President-Elect, President, and Past President shall serve in succession one (1) year term each (a total of three (3) years).

 

If there is no individual willing or able to fulfill an open position on the Board due to this limit, that expiring officer maybe re-elected for an additional term by a majority vote of the board.

 

These positions are staggered so that three (3) officers are elected each year in the following manner:

Odd Year Elections                                             Even Year Elections

VP of Finance                                                      VP of Membership

VP of Marketing-Communications                 VP of Outreach

VP of Professional Development                     VP of Program

President-Elect (incoming President)                President-Elect - (incoming President)

Specific Positions

Section 3. The PRESIDENT shall be the chief executive officer for PMI Tulsa 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 participate and vote on all committees except the Nominating Committee.

Section 4. The RECORDING SECRETARY shall be appointed by the PRESIDENT to keep the records of all business meetings of PMI Tulsa and meetings of the Board. The RECORDING SECRETARY will be a non-voting position.

Section 5. The VICE-PRESIDENT of FINANCE shall oversee the management of funds for duly authorized purposes of PMI Tulsa. This position is also responsible for the timely and accurate reporting of the chapter’s financial state to include but not be limited to: monthly reports, yearend financial summary, baseline and revised budgets.

Section 6. The VICE-PRESIDENT of MEMBERSHIP shall maintain the records of PMI Tulsa membership and prospective members, following up with members who either have not paid their dues, are set to expire or to find out why members have left PMI Tulsa. This position will also coordinate meeting check-in and gather attendance records for any PMI Tulsa meetings/events.

Section 7. The VICE-PRESIDENT of PROGRAMS shall direct the preparation and presentation of programs related to project management for events, such as monthly chapter meetings, Professional Development Conference, the Annual PMI Tulsa Golf Tournament, the Annual Christmas Party, and networking opportunities.  This position may appoint committees and chairpersons for the various events—these chairpersons will be non-voting members. This position will manage the physical and financial arrangements for these events. This position is also responsible for the solicitation of regular feedback from members on satisfaction with chapter programs.

Section 8. The VICE-PRESIDENT of OUTREACH shall be responsible for promoting the PMI Tulsa chapter to outside organizations, for promoting the project management profession, to engage companies and academic institutions with the chapter, and to attract and engage future and current project managers.

Section 9. The VICE-PRESIDENT of MARKETING-COMMUNICATIONS shall oversee all aspects of PMIT’s communication vehicles ensuring that both timely and accurate information is disbursed to the membership and prospective members. Additionally, this position will oversee the relationship of all technology vendors (website, teleconference, video/POD casting, etc.) and will work to ensure suitable contract terms with said vendors; and will be responsible for internal and external communications, including social media. Additionally this role is the liaison back to the public and is responsible for the obtaining and distributing of all PMIT marketing collateral across all mediums. This position may appoint a chairperson for the website management—this will be non-voting member.

 

Section 10. The VICE-PRESIDENT of PROFESSIONAL DEVELOPMENT shall oversee professional development opportunities for achieving and/or maintaining PMI certifications, including the selection of training providers and speakers for PMI Tulsa events.  This position is responsible for maintaining a speaker and training provider database.

Section 12. The PRESIDENT-ELECT shall oversee volunteers, financial committee, nomination committee, annual transition meeting, and other duties as assigned. If the President is unable to serve, the President-Elect or Past President will take over the remainder of the President’s term.

Section 13. The PAST PRESIDENT shall be the immediate past President of the Board and shall chair the Nominating Committee. If the immediate past President is not available, then the Board shall operate without a Past President, and any chapter member who has previously served in the President’s role can serve as chair of the Nominating Committee. The Past President shall serve as an advisor to the President for the purpose of continuity of operations.

Section 14. The Board shall exercise all powers of PMI Tulsa, 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 Tulsa business and funds.

Section 15. The Board shall meet at the call of the PRESIDENT or at the written request of three (3) members of the Board.  A quorum shall consist of no less than one-half of the membership of the Board at any given time. Each member shall be entitled to one (1) vote and may take part and vote in person only. At its discretion, the Board may conduct its business by teleconference, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

Section 16. The Board of Directors may declare an officer position to be vacant where an officer ceases to be a member in good standing of PMI or of PMI Tulsa by reason of non-payment of dues, or where the officer fails to attend two (2) consecutive Board meetings. An officer may resign by submitting written notice to the PRESIDENT-ELECT. 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 18: 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 19: 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 PRESIDENT-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.[PA3] 

 

Article VI – PMI TULSA CHAPTER Nominations and Elections:

Section 1.  The nomination and election of officers and directors shall be conducted annually in accordance with the terms of office specified in Article IV, Section 1 and Article V, Section 2 and this Article VI. All voting members in good standing of PMI Tulsa 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. [PA4] The candidate who receives a majority of votes cast for each office shall be elected. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.

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

Section 5: In accordance with PMI policies, practices, procedures, rules and directives, no funds or resources of PMI or the Chapter may be used to support the election of any candidate or group of candidates for PMI, Chapter or public office. No other type of organized electioneering, communications, fund-raising or other organized activity on behalf of a candidate shall be permitted. The Chapter Nominating Committee, or other applicable body designated by the Chapter, will be the sole distributor(s) of all election materials for Chapter elected positions.

Article VII – PMI TULSA 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. PMI Tulsa officers and/or Directors can serve on PMI Tulsa 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 TULSA CHAPTER Finance:

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

Section 2. PMI Tulsa annual membership dues shall be set by PMI Tulsa’s Board and communicated to PMI in accordance with policies and procedures established by PMI.

Section 3. The PMI Tulsa 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 – Meetings of the Membership:[PA5] 

Section 1.  An annual meeting of the membership shall be held at a date and location to be determined by the Board.  Notice of all annual meetings shall be sent by the Board to all members at least 30 days in advance of the meeting.  Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.

Section 2.  Special meetings of the membership may be called by the President; by a majority of the Board; or by petition of ten percent (10%) of the voting membership directed to the President. Notice of all special meetings shall be sent by the Board to membership a reasonable amount of time in advance of the meeting so as to allow membership the opportunity to participate in such special meetings.  The notice should indicate the time and place of the meeting and include the proposed agenda.  Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.

Section 3.  Quorum at all annual and special meetings of the PMI Tulsa 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 PMI Tulsa shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of PMI Tulsa, except as otherwise provided in these bylaws.

Section 2. No officer, director, appointed committee member or authorized representative of PMI Tulsa shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by PMI Tulsa 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 Tulsa may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of PMI Tulsa and any corporation, partnership, association or other organization in which one or more of PMI Tulsa’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 PMI Tulsa and complies with the laws and regulations of the applicable jurisdiction in which PMI Tulsa 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 PMI Tulsa shall act in an independent manner consistent with their obligations to PMI Tulsa 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 PMI Tulsa 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 PMI Tulsa, acting in good faith and in a manner reasonably believed to be in the best interests of PMI Tulsa, 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 Tulsa 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 Tulsa or is or was serving at the request of PMI Tulsa 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, present at an annual meeting of PMI Tulsa 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) [PA6] 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 PMI Tulsa’s Charter with PMI.

Article XIV Dissolution:[PA7] 

Section 1. In the event that the Tulsa 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 Tulsa Chapter’s Charter and require the chapter to seek dissolution.

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

Section 3. In the event the Tulsa Chapter is considering dissolving, PMI Tulsa’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 Tulsa 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.

 

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.


 

 [PA1]The term ‘Component’ has been replaced throughout the document to ‘Chapter’ to ensure alignment to the current PMI bylaws template.

 

 [PA2]This section is intended to be general in nature, this type of specific purposes can be included in bullet B (Specific Purpose) if they do not overlap with the purposes already listed. 

 

 [PA3]Included to ensure alignment to the current PMI bylaws template.

 

 [PA4]While electronic ballot is obviously the standard, PMI requests the chapter leave all possibilities in the bylaws and not limit to one form of voting.

 

 [PA5]The whole section was updated to align with the current PMI Bylaws template.

 

 [PA6]Updated to align with PMI current bylaws template.

 

 [PA7]Section updated to align with PMI’s current bylaws template.