PMI
Austin Chapter By Laws - Adopted October 14, 2003

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

Section 1. This organization shall be called the Project Management Institute, Austin Chapter, Inc. (hereinafter “PMI-Austin”). 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 Texas.

Section 2. The principal office of the Chapter shall be located in Austin in the State of Texas.

Section 3. PMI-Austin is responsible to the duly elected PMI Board of Directors (Board) and is subject to all PMI policies, procedures, rules and directives lawfully adopted.

Section 4. PMI-Austin shall meet all legal requirements in the jurisdiction(s) in which PMI-Austin conducts business or is incorporated or registered.

Section 5. The bylaws of PMI-Austin 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 Chapter’s Charter with PMI.

Section 6. The terms of the Charter executed between PMI-Austin 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 PMI-Austin are to:

A. Provide educational opportunities for members

B. Promote sharing and exchange of knowledge in topics that support project management

C. Promote the profession of Project Management in the Austin Area.

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 disability.

Section 2. Membership in PMI-Austin requires membership in PMI. PMI-Austin 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. Members in good standing may vote for or hold office in PMI-Austin Board. “Members in good standing” is defined as a person who is a member of PMI and PMI-Austin who meets all the requirements in this Article.

Section 4: Members shall be governed by and abide by the PMI Bylaws and by the bylaws of PMI-Austin 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 PMI-Austin.

Section 6: Membership in PMI-Austin shall terminate upon the member’s death, 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 PMI-Austin. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and PMI-Austin to PMI.

Section 8: Upon termination of membership in PMI-Austin, the member shall forfeit any and all rights and privileges of membership.

Section 9: Membership may be suspended when the member become the subject or target of an ethics or criminal charge. Membership is suspended and re-instated by a majority vote of the Board.

Section 10. The membership database and listings provided by PMI to PMI-Austin may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of PMI-Austin, consistent with PMI policies.

Article IV – Officers:

Section 1. PMI-Austin shall have seven elected officers to serve in the following positions: President, President Elect, Chief Operating Officer, Treasurer, Professional Development Officer, Communications Officer, and External Services Officer. All officers shall be members in good standing of PMI and of PMI-Austin. The officers will serve 2-year terms of office, staggered so that one-half (½) plus or minus one officer(s) are elected each year as described below. Texas Law requires that the organization have a President, Secretary and Treasurer.

Section 2. The President shall be the chief executive officer for PMI-Austin 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 vote on all committees except the Nominating Committee. The membership shall elect a President Elect. The President Elect shall serve in that office for one year. At the end of the first year, the President Elect shall become President. The President shall also fulfill all requirement of the office required by Texas Law.

Section 3. The Chief Operating Officer shall keep the records of all business meetings of PMI-Austin and meetings of the Board. The COO shall also fulfill all requirement of the office of Secretary as required by Texas Law.

Section 4. The Treasurer shall oversee the management of funds for duly authorized purposes of PMI-Austin. The Treasurer shall also fulfill all requirement of the office required by Texas Law.

Section 5. The President Elect shall serve the first year of a two year term as President Elect. The second year of the term will be as President. The President Elect shall have independent financial oversight of the chapter funds. The President Elect shall NOT have the ability to disperse funds for any reason.

Section 6. The Professional Development Officer shall oversee the deliver of professional development programs and events. This includes but is not limited to PMP preparation classes, workshops, seminars, Chapter meetings and conferences.

Section 7. The Communications Officer shall oversee all communications mediums of the chapter. This includes but is not limited to newsletters, e-mail communication, Web site, and marketing and merchandizing.

Section 8. The External Services Officer shall oversee external partnerships and manage the delivery of services to the partners and community entities (commercial, government and non-profit) that request services of the chapter.

Section 9. The Past President assumes the office automatically at the end of his or her term as President. The Past President is a non-voting member of the Board and has the responsibility of chairing the Nominating Committee and providing advice to the Board at the request of any Board member.

Article V – Board of Directors:

Section 1. PMI-Austin 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-Austin elected by the membership.

Section 3. The Board shall appoint directors-at-large who shall be members in good standing of PMI and of PMI-Austin. Terms of office for the directors-at-large shall be 2 years, staggered so that one-half (½) of the directors-at-large are appointed each year.

Section 3. The Board shall exercise all powers of PMI-Austin, except as specifically prohibited by these bylaws, the PMI Bylaws and policies, 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-Austin 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 COO. 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 5. The Board shall 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 PMI-Austin. The Board may declare an officer position to be vacant where the officer or fails to attend or assign a proxy for two (2) consecutive Board meetings. An officer or director-at-large 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 receipt by the Board of the written notice.

Section 6: 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 7: 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 President Elect shall assume the duties and office of the presiding officer for the remainder of the term.

Article VI – 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. All voting members in good standing of PMI-Austin 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 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, or as specified in Article V, Section 7.

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 by mail or electronic 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.

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

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. Chairs for standing or temporary committees shall be appointed by the President with the approval of the Board. Committee members shall be appointed by the committee chair with the approval of the President and COO. Committee members may be appointed from the membership of the organization.

Article VIII - Finance:

Section 1. The fiscal year of PMI-Austin 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.

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 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.

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 COO.

Section 3. Notice of all annual and special meetings shall be sent by the Board to all members at least 45 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 4. A quorum at all annual and special meetings of PMI-Austin shall be ten percent (10%) of the voting membership in good standing, present in person.

Section 5. 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 PMI-Austin shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of PMI-Austin, except as otherwise provided in these bylaws.

Section 2. No officer, director, appointed committee member or authorized representative of PMI-Austin shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by PMI-Austin 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-Austin may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of PMI-Austin and any corporation, partnership, association or other organization in which one or more of PMI-Austin’s officers, directors, appointed committee members or authorized representatives are officers or directors, 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 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 officers who do not have an interest in the transaction or contract;

C. the contract or transaction is fair to PMI-Austin and complies with the laws and regulations of the applicable jurisdiction in which PMI-Austin is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Board.

D. If more that one Board member is associated with the organization being contracted, the President or other independent Board member shall appoint a three person review panel to ensure compliance with these by-laws. The findings of the review panel are binding, but can be overridden by a ¾ vote (not including the Board members associated with the contract) of the Board. If a majority of the Board members are associates with the contract then the review panel findings are final.

Section 4. All officers, directors, appointed committee members and authorized representatives of PMI-Austin shall act in an independent manner consistent with their obligations to PMI-Austin 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-Austin 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 PMI-Austin, acting in good faith and in a manner reasonably believed to be in the best interests of PMI-Austin, 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 again 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-Austin may purchase and maintain liability insurance on behalf of any person who is or was an officer, director, employee, trustee, agent or authorized representative of PMI-Austin, or is or was serving at the request of PMI-Austin 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 present at an annual meeting of PMI-Austin duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail or electronic ballot returned within fifteen (15) 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 (paper or electronic) 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, as well as with PMI-Austin’s Charter with PMI.

Article XIII – Dissolution:

Section 1. Should PMI-Austin dissolve for any reason, its assets shall be dispersed to a charitable or professional non-profit organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.