Constitution

Constitution
rev. March 2001

Constitution 

Article I - NAME

The organization shall be called the Project Management Institute - Austin Chapter, Inc. (hereinafter "the Chapter"), and its abbreviated title is "PMI-A". This organization is a local Chapter chartered by the Project Management Institute, Incorporated (hereinafter "the PMI" or PMI, Inc.) and separately incorporated as a non-profit, tax exempt incorporation organized under the laws of Texas.

Article II - PURPOSE AND OBJECTIVES

Section A: The purpose of PMI-A is to advance the field of Project Management through specific objectives enumerated in the Chapter Constitution, Chapter By-laws, and published material set forth yearly by each Chapter President while furthering the objectives of PMI, Inc.

Section B: SPECIFIC OBJECTIVES:

Assist member volunteers in achieving the following:

1. Training and Education of Professionals in Project Management techniques and terminology.
2. Provide a forum for the free exchange of Project Management ideas, solutions and applications.
3. Enhance communications between and among members through dissemination of Project Management related information.
4. Promotion of the Project Management profession and the PMI-A organization to companies and individuals in and around the Austin and Central Texas area.
5. Encouraging all Project Manager practitioners to maintain the Project Management Institute's Code of Ethics.

Article III - AUTHORITY

Section A: The authority and rules governing the formation and operation of the Chapter are vested in the PMI Constitution and By-laws as originally written or subsequently amended.

Section B: The PMI Constitution and By-laws shall take precedence over the Chapter Constitution, which shall, in turn, take precedence over the Chapter By-laws.

Section C: The Chapter Charter shall continue, subject to cancellation or withdrawal by the PMI Board for cause.

Section D: The Chapter Board of Directors is the final authority for the interpretation of the Chapter Constitution and Chapter By-laws.

Section E: Should the Chapter be dissolved for any reason; its assets shall after all debts are paid, be turned over without restriction to the PMI donated to a charity designated by the voting members of the Chapter.

Article IV - MEMBERSHIP

Section A: Eligibility. Membership in the Chapter shall be open to any person interested in furthering the purpose of the Chapter, who is in good standing with the PMI. An applicant shall become a member upon approval of his/her application and receipt of Chapter dues PMI-A membership shall continue as long as the member keeps their annual membership active and remains in good standing with the PMI and the Chapter .

Section B: Good-standing. The Chapter Board shall have the right do determine criteria for maintaining "good standing" in the Chapter, with the exception that the loss of good-standing in the PMI shall automatically cause loss of good-standing in the Chapter. Individuals who are denied membership by loss of good-standing may request reinstatement by the PMI Board which shall define its own rules and procedures for granting or denying such requests.

Section C: Classification of Members. The Chapter shall have two classifications of memberships, each with rights and privileges and voting rights as hereinafter provided:

1. Member- Any person who meets the PMI's general membership eligibility qualifications by actively pursuing the application of Project Management techniques, is engaged in the teaching of those techniques, or is conducting research directed towards the improvement or development of those techniques shall be considered a member of the Chapter. Members shall have voting rights.
2. Student Member - Any person who meets the PMI's student membership requirements by being registered in an accredited educational institution is qualified for student membership. A student member shall not have voting rights and may not hold any elected office in the Chapter.

Section D: Resignation. A member or student member may, at any time, submit their resignation, in writing, to the Chapter, and it will be effective upon receipt. Resignation shall not be cause for refund of dues or other Chapter fees.

Section E: Suspension and Expulsion. A member or student member shall be suspended or expelled by an affirmative vote of seventy-five percent (75%) of the membership of the PMI-A Board of Directors for reasonable cause following a hearing before the Board.

Article V - BOARD OF DIRECTORS

Section A: Chapter Management and Governing Body. The governing body of the Chapter shall be a Board of Directors consisting of the elected Officers and the most recent past President, who acts in an advisory capacity. The President of the Chapter shall act as Chairman of the Board of Directors.

Section B: Chapter Management. The sole responsibility for the management of the Chapter rests with the Chapter Board of Directors. The Board shall exercise all powers of the Chapter, except as specifically prohibited by the Chapter constitution, Chapter bylaws, the PMI bylaws, and the laws of the state of Texas. The Board shall be authorized to adopt and publish policies necessary and exercise authority over all Chapter business and funds.

Article VI - FINANCIAL

Section A: Fiscal Year. The fiscal year shall extend from January 1 through December 31 of the given year.

Section B: Chapter dues. The Chapter shall set local dues as provided in the Chapter By-laws and communicate the amount to PMI in accordance with policies and procedures established by the PMI Board of Directors.

Section C: Financial Control. Financial control shall be set forth in the Chapter By-laws. The Chapter shall set and arrange for collection of local dues according to the PMI centralized billing procedures.

Article VII - BY-LAWS

Section A: The Chapter shall adopt and maintain By-laws to define:

1. The composition and responsibilities of the Board of Directors.
2. Procedures for conducting Chapter affairs, including, but not limited to, procedures for the Board and Business Meetings, the election of Officers and the financing of Chapter activities.

Section B: By-laws and By-law Amendments may be proposed by any Chapter member. The Chapter Board of Directors shall promptly submit all accepted proposals to the Chapter membership for a vote. Proposals may be accepted by either of the following means:

1. By the majority vote of the Chapter Directors taken at an actual Board of Directors meeting thereof;
2. By a petition signed by 20% of the Chapter members or five (5) members, whichever is larger.

Section C: The Chapter By-laws may be amended or otherwise modified only by an accepted proposal that is approved by a simple majority of the ballots which are cast by the members of the Chapter. The authority for approval and amendment of Chapter By-laws shall rest solely with the Chapter Board of Directors.

Section D: Any additions or changes in the By-laws shall be reported to the membership by the Office of Communications. Director of Publications.

Section E: A copy of the Chapter By-laws and subsequent amendments shall be filed with the PMI.

Article VIII - AMENDMENTS

The Chapter Constitution may be amended by approval of a sixty percent (60%) vote of the Chapter members in attendance at a regular Chapter Business Meeting. by approval of 60% of the voting membership voting by mail where ballots are returned within 10 business days from distribution. Notice of proposed changes shall be posted to the Web site at least 30 days before the meeting and vote. All amendments must be consistent with PMI’s by-laws and the policies and procedures established by the PMI Board of Directors, as well as with the Chapter’s charter with PMI.

Article IX - LIMITATIONS

No member of the Chapter shall receive any pecuniary gain or profit, incidental or otherwise, from its activities, except that the Chapter shall be authorized to pay reasonable compensation for services rendered, and make payments in furtherance of the purposes set forth in this Article. All Chapter activities shall abide by the laws of the respective locality, state and country which it operates.

Article X - Inurement and Conflict of Interest

Section A: No member of the Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Chapter.

Section B: No officer, director, appointed committee member or authorized representative of the Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the 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 C: No officer, director, appointed committee member or authorized representative of the Chapter shall receive any compensation, or other tangible or financial benefit from any element or activity of, or related to, the Chapter except as reimbursement for actual, reasonable expenses directly associated with a Chapter element or activity, when authorized by the Chapter Board of Directors.

Section D: All officers, directors, appointed committee members and authorized representatives of the Chapter shall act in an independent manner consistent with their obligations to the Chapter and applicable law, regardless of any other affiliations, memberships, or positions.

Section E: 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 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 A: In the event that any person who is or was an officer, director, committee member, or authorized representative of the Chapter, acting in good faith and in a manner reasonably believed to be in the best interest of the Chapter, has been made party, or is threatened to be made party, to any civil, criminal, administrative or investigative action or proceeding (other than the action or proceeding by or in the right of incorporation), 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 B: 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 standards of conduct required by law.

Section C: To the extent permitted by applicable law, the 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 Chapter.

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