Chapter Bylaws Rev 2
PMI Calumet Chapter Bylaws - Revision 2 (For Ratification in November 2020)
Article I – Name, Principal Office; Other Offices.
Section 1. Name/Non-Profit Incorporation.
This organization shall be called the Project Management Institute, Calumet Chapter, Inc. (hereinafter “the Calumet 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 the state of Indiana. All Chapters formed within the United States must be incorporated as 501(c) (6) organization.
Section 2. The Calumet Chapter shall meet all legal requirements in the jurisdiction(s) in which the Calumet Chapter conducts business or is incorporated/registered.
Section 3. Principal Office; Other Offices.
The principal office of the Calumet Chapter shall be located in Schererville in the state of Indiana. The Calumet Chapter may have other offices such as Branch offices as designated by the Calumet Chapter Board of Directors.
Article II – Relationship to PMI.
Section 1. The Calumet 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. The Bylaws of the Calumet 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 Calumet Chapter’s Charter with PMI.
Section 3. The terms of the Charter executed between the Calumet 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 Calumet Chapter shall be governed by and adhere to the terms of the Charter.
Article III – Purpose and Limitations of the Calumet Chapter.
Section 1. Purpose of the Calumet Chapter.
- General Purpose. The Calumet Chapter 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.
- Specific Purposes. Consistent with the terms of the Charter executed between the Calumet Chapter and PMI and these Bylaws, the purposes of the Calumet Chapter 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 general public.
- 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.
- To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
- To collaborate with universities, other educational institutions, and corporate entities to encourage appropriate education and career development at all levels of project management activities.
- To seek and foster cooperation and contacts with other organizations, both public and private, which relate to project management and to collaborate in matters of common interest and benefit.
Section 2. Limitations of the Calumet Chapter.
- General Limitations. The purposes and activities of the Calumet Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with Calumet Chapter Articles of Incorporation.
- The membership database and listings provided by PMI to the Calumet Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Calumet 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.
- The officers and directors of the Calumet 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 – Calumet Chapter Membership.
Section 1. General Membership Provisions.
- Membership in the Calumet Chapter requires membership in PMI. The Calumet Chapter 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 PMI’s Bylaws and by the Bylaws of the Calumet Chapter and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.
- All members shall pay the required PMI and Calumet 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 Calumet Chapter.
- Membership in the Calumet Chapter 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 the Calumet Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Calumet Chapter to PMI within such one month delinquent period.
- Upon termination of membership in the Calumet Chapter, the member shall forfeit any and all rights and privileges of membership.
- All Calumet Chapter members in good standing with PMI and the Calumet Chapter are eligible to vote in Chapter elections and hold office for the Chapter.
Section 2. Classes and Categories of Members.
The Calumet Chapter shall not create its own membership categories. PMI Chapter membership categories shall be consistent with PMI membership categories.
Article V – Calumet Chapter Board of Directors.
Section 1. The Calumet Chapter shall be governed by a Board of Directors (Board). The Board shall be responsible for carrying out the purposes and objectives of the non-profit corporation (or equivalent).
Section 2. The Board shall consist of the officers of the Calumet Chapter elected by the membership and shall be members in good standing of PMI and of the Calumet Chapter. Terms of office for the Officers shall be two (2) years, limited to two (2) consecutive terms in the same position, and no more than four (4) consecutive terms on the Board in general. These positions are staggered so that five (5) positions are elected one year and the other five (5) positions are elected the second year. An individual’s term may be extended by a full vote of the board up to one additional year to ensure service to the membership.
Section 3. The President shall be the chief executive officer for the Calumet Chapter and of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board. The President shall also serve as a member ex-officio with the right to participate and vote on all committees except the Nominating Committee.
Section 4. The Vice President of Administration (Secretary) shall keep the records of all business meetings of the Calumet Chapter and meetings of the Board and distribute PDU certificates, as appropriate. The Vice President/Secretary shall also act for the President in his/her absence at Chapter events and Board meetings.
Section 5. The Vice President of Finance (Treasurer) shall oversee the management of funds for duly authorized purposes of the Calumet Chapter. The Vice President of Finance will be responsible for the solicitation of input from Board members for development of financial goals and objectives for the Calumet Chapter and the preparation of an annual financial plan.
Section 6. The Vice President of Communications and Marketing shall have responsibility for all Chapter publications (i.e., newsletters, chapter events, marketing and promotional materials).
Section 7. The Vice President of Membership shall be responsible for the development and maintenance of a Chapter membership plan that assures continued growth through aggressive recruiting and partnering with major area employees, accessing membership data on PMI and PMI-Calumet websites, and the development and implementation of a member retention plan.
Section 8. The Vice President of Professional Development shall support continuing education by promoting the project management profession and skills growth through chapter educational events, programs, seminars, workshops, and material designed to enhance and expand the skill and knowledge of project managers. Additionally, the Vice President of Professional Development shall be responsible for the delivery of project management programs for scheduled Calumet Chapter meetings.
Section 9. The Vice President of Community Outreach shall be responsible for developing strategic partnerships with local and regional business, and educational institutions, by offering sponsorship opportunities through the Calumet Chapter media and for the timely dissemination of information both to and from the Chapter membership, using various tools to accomplish these objectives.
Section 10. The Vice President of Educational Outreach shall be responsible for developing strategy, providing awareness of PMI Calumet Chapter volunteer support, forming sustainable partnerships and implementing education programs at university, college or high school level. Includes promoting PMI benefits of chapter support, PMI products, programs and initiatives relevant to an academic audience.
Section 11. The Vice President of Corporate Outreach shall be responsible for providing awareness and/or services to groups, companies, organizations within the greater Calumet region to build understanding and commitment of the Project Management profession including PMI Calumet outreach volunteers for teaching or presenting refresher skills at their location or remote.
Section 12. The Vice President of Technology is an elected or appointed volunteer responsible for all aspects of chapter technology including acquisition of technology, support/maintenance of technology, support/maintenance supplier contracts, technical guidelines, policies, best practices and processes, data analytics, technology governance, long-range and annual planning of technology in accordance with current or future PMI procedures and guidelines. The Vice President of Technology shall advise and collaborate with other board officers and directors on their technology requirements, and in-general perform all of the duties for this role as assigned to him or her by the President or by the Board. The Vice President of Technology is required to attend Chapter Board Meetings and is a voting member. The term of the Vice President of Technology is two (2) years in length.
Section 13. The Vice President of Volunteers shall be responsible for addressing the needs of the volunteers, including recruitment, retention, recognition and leadership development training and support in accordance with chapter policies and bylaws. One of the primary functions is the responsibility for managing volunteering opportunities using the Volunteer Relationship Management System (VRMS) for the Calumet Chapter and volunteer recognition.
Section 14. The Board shall exercise all powers of the Calumet Chapter, except as specifically prohibited by these Bylaws, PMI’s 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’s Bylaws and policies, and to exercise authority over all Calumet Chapter 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 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 Calumet Chapter by reason of non-payment of dues, or where the officer or Director at Large fails to attend two (2) consecutive Board meetings. An officer or Director at Large may resign by submitting written notice to the President or Vice President/Secretary. 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 17. 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 and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.
Section 18. If any officer or Director at Large 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/Secretary 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.
Article VI – Calumet Chapter Nominations and Elections.
Section 1. 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 Calumet Chapter shall have the right to vote in the election. Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, physical or mental disability, or unlawful purpose is prohibited.
Section 2. Candidates who are elected shall take office on the first day of January following their election and shall hold office for the duration of their terms or until their successors have been elected and qualified.
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. 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 – Calumet 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. The Calumet Chapter officers and/or Directors can serve on the Calumet Chapter 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 Calumet Chapter President with the approval of the Board.
Article VIII – Calumet Chapter Finance.
Section 1. The fiscal year of the Calumet Chapter shall be from January 1 to December 31.
Section 2. Calumet Chapter annual membership dues shall be set by the Calumet Chapter’s Board and communicated to PMI in accordance with policies and procedures established by PMI.
Section 3. The Calumet 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. All dues billings, dues collections and dues disbursements 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 thirty (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 Calumet 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.
Section 4. All meetings shall be conducted according to parliamentary procedures determined by the Board.
Article X – Inurement and Conflict of Interest.
Section 1. No member of the Calumet Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Calumet Chapter, except as otherwise provided in these Bylaws.
Section 2. No officer, director, appointed committee member or authorized representative of the Calumet Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Calumet 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. Calumet Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of Calumet Chapter and any corporation, partnership, association or other organization in which one or more of Calumet Chapter’s directors, officers, appointed committee members or authorized representatives are directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:
- the facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the Board of Directors prior to commencement of any such contract or transaction;
- the Board in good faith authorizes the contract or transaction by a majority vote of the directors who do not have an interest in the transaction or contract;
- the contract or transaction is fair to Calumet Chapter and complies with the laws and regulations of the applicable jurisdiction in which Calumet 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 Calumet Chapter shall act in an independent manner consistent with their obligations to the Calumet 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 Calumet 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 Calumet Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Calumet 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 Calumet 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 Calumet Chapter, or is or was serving at the request of the Calumet Chapter as a director, officer, employee, trustee, agent or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise.
Article XII – Amendments.
Section 1. These Bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing voting by electronic ballot; or by two-thirds (2/3) vote of membership present and voting at an annual meeting of the Calumet 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. Amendments may be proposed by the Board on its own initiative, or upon petition by ten percent (10%) of the voting members in good standing addressed to the Board. All such proposed amendments shall be presented by the Board with or without recommendation.
Section 3. All amendments must be consistent with PMI’s Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with the Calumet Chapter’s Charter with PMI.
Article XIII – Dissolution.
Section 1. In the event that the Calumet 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 Calumet Chapter Charter and require the Chapter to seek dissolution.
Section 2. In the event the Calumet Chapter failed to deliver value to its members as outlined in the Calumet Chapter’s business plan and without mitigated circumstance, the Chapter acknowledges that PMI has a right to revoke the Calumet Chapter Charter and require the Chapter to seek dissolution.
Section 3. In the event the Calumet Chapter is considering dissolving, the Calumet Chapter’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 Calumet 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. Unless superseded by law, dissolution of the Chapter entity must be approved by a majority of the members voting on the motion to dissolve.