Bylaws

Project Management Institute, Chicagoland Chapter

February 4, 2004

Article I – Name, Principal Office and Relationship to PMI:

Section 1. This organization shall be called the Project Management Institute, Chicagoland Chapter Inc. (hereinafter “Chicagoland Chapter”). This organization is a Chapter chartered by the Project Management Institute, Incorporated (hereinafter “PMI®”) and separately incorporated as a non-profit, tax exempt corporation (or equivalent) organized under the laws of the State of Illinois, of the United States of America (hereinafter “USA”).

Section 2. The principal office of the Chicagoland Chapter shall be located in Chicago, or the surrounding Chicago suburbs, in the State of Illinois, USA.

Section 3. The Chicagoland 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 4. The Chicagoland Chapter shall meet all legal requirements in the jurisdiction(s) in which the Chicagoland Chapter conducts business or is incorporated.

Section 5. The Bylaws of the Chicagoland Chapter may not conflict with the current PMI’s Bylaws and all policies, procedures, rules or directives established or authorized by the PMI Board of Directors as well as with the Chicagoland Chapter’s Charter with PMI.

Section 6. The terms of the Charter executed between the Chicagoland 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 Chicagoland Chapter are to:

A. Operate a nonprofit organization exclusively for purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

B. Advance the general and specific purposes of the Project Management Institute, Inc., a Not-for-Profit Corporation holding an exemption from taxation under Section 501(c)(6) of the Internal Revenue Code of 1986.

C. Advance the practice and profession of project management.

D. Encourage and facilitate education, certification and professionalism in project management.

E. Provide a forum for discussion and examination of problems, solutions, applications and ideas related to the management of projects.

F. Disseminate within the primary area of operation of the Chicagoland Chapter information regarding developments in project management.

G. Foster communication between the public and private sectors, including academia, regarding project management.

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 Chicagoland Chapter requires membership in PMI. The Chicagoland 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 of the Chicagoland Chapter in good standing are eligible to vote and hold office.

Section 4. Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of the Chicagoland 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 membership dues shall not be refunded by PMI or the Chicagoland Chapter.

Section 6. Membership in the Chicagoland 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 shall be delinquent and their names removed from the official membership list of Chicagoland Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Chicagoland Chapter to PMI.

Section 8. Upon termination of membership in the Chicagoland 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 Chicagoland Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Chicagoland Chapter, consistent with PMI policies.

Article IV – Officers:
Section 1. The Chicagoland Chapter shall have elected Officers. The offices to be filled shall be such offices as documented in the Chapter Officer Guidelines as exist from time to time. The following offices shall always be documented in said Guidelines: President, Secretary and Immediate Past President. All Officers shall be members in good standing of PMI and of the Chicagoland Chapter. All Officers shall be elected on an annual basis and shall serve twelve (12) month terms.

Section 2. The Chicagoland Chapter Board of Directors shall review and update chapter officer guidelines on an annual basis.

Article V – Board of Directors:

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

Section 2. The Board shall consist of the officers of the Chicagoland Chapter (Article IV, Section 1) as elected by the membership. The Board shall have a minimum of six (6) and a maximum of eleven (11) members and the Chapter Officer Guidelines as exist from time to time shall never provide for less than six (6) nor more than eleven (11) offices without the approval of an Amendment to this bylaw as provided for in Article XII.

Section 3. The Board shall exercise all powers of the Chicagoland Chapter, except as specifically prohibited by these Bylaws, the PMI Bylaws and policies, and the laws of the jurisdiction of the State of Illinois in which the organization is incorporated. 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 Chicagoland 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. 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 has the right to declare an officer position to be vacant where an officer ceases to be a member in good standing of PMI or of the Chicagoland Chapter, 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. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon reading the notice into the next board meeting minutes after receipt by the President 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 sixty percent (60%) vote of the members present and in person at an official meeting of the membership, or by a sixty percent (60%) vote of the Board.

Section 7. If any Officer position becomes vacant, the President, with the approval of 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, a serving board member shall be elected by the Board to serve 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. All voting members in good standing of the Chicagoland 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. Requests for nominations shall be made via the chapter website, newsletter and announcements at general membership meetings. Members in good standing shall provide requested information concerning their candidacy to the Nominating Committee. The Nominating Committee shall prepare a slate containing nominees for each Board position. Individuals may also be added to the slate upon receipt of a petition signed by five percent (5%) of the voting membership. Such petitions must be received at least five (5) days prior to the Annual Business Meeting.

Section 3. The Nominating Committee shall comprise the Past President as Chairman and no less than two (2) other members of the Chicagoland Chapter in good standing appointed by the President.

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

Section 5. Elections shall be conducted: (a) during the Annual Business 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. During the Annual Business Meeting, the membership may accept and elect the slate of nominees, by affirmative voice election “yea” or “nay”, without requiring written ballots.

Section 6. Officers-elect shall take office two (2) weeks following their election and shall hold office for twelve (12) months, or until their successors have been elected and take office.

Section 7.. Board members are responsible for the transition of the responsibilities of their position to their successor.

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 appropriate Officer 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 Chicagoland Chapter shall be from 1 January to 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.

Article IX – Meetings:

Section 1. Annual Business Meeting.

A. There shall be an Annual Business Meeting of the Chicagoland Chapter, the date of which shall be determined by the Board and shall be held in conjunction with the annual election of officers.

B. The Board shall select the place of the Annual Business Meeting and shall announce and notice the time, date and location to all current members of the Chicagoland Chapter in good standing.

C. A quorum shall be twenty (20) Chicagoland Chapter members except as otherwise provided in the Chicagoland Chapter Articles of Incorporation or these Bylaws.

D. The meeting shall be conducted in accordance with Roberts Rules of Order, revised.

E. Notice of the Annual Business Meeting shall be sent to all members at least thirty (30) days in advance of the meeting.

Section 2. The Chicagoland Chapter shall meet at least three (3) times a year in addition to the annual business meeting. These “General Membership Meetings” will emphasize programs which further the objectives of the Chicagoland Chapter as described in Article II.

Section 3. Board of Directors meetings.

A. The Board shall meet as required to conduct Chicagoland Chapter business.

B. The President shall chair and call the meeting(s) as required.

C. Timely notification of time and location shall be given to all Board members and others requested to attend by the President.

D. Board meeting minutes shall be recorded and presented at the next Board meeting for approval.

Article X – Inurement and Conflict of Interest:

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

Section 2. No officer, director, appointed committee member or authorized representative of the Chicagoland Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Chicagoland 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. Chicagoland Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of Chicagoland Chapter and any corporation, partnership, association or other organization in which one or more of Chicagoland 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 Chicagoland Chapter and complies with the laws and regulations of the applicable jurisdiction in which Chicagoland 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 Chicagoland Chapter shall act in an independent manner consistent with their obligations to the Chicagoland 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 Chicagoland 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 Chicagoland Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Chicagoland Chapter, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the corporation), such representative may be indemnified against reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated. Where the representative has been successful in defending the action, indemnification is mandatory.

Section 2. Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted only when consistent with the requirements of applicable law, and upon 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 Chicagoland 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 Chicagoland Chapter, or is or was serving at the request of the Chicagoland 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 sixty percent (60%) vote of the voting membership in good standing present at an annual or special meeting of the Chicagoland Chapter duly called or regularly held when there is a quorum; or by a sixty percent (60%) 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 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 five percent (5%) 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 Chicagoland Chapter’s Charter with PMI.

Article XIII – Dissolution:

Section 1. Upon the dissolution of the Chicagoland Chapter, the assets of the Chapter shall be disposed of pursuant to Article 5, Section E.(d) of the Articles of Incorporation.