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By Laws of the PMI Baltimore Chapter

Article I – Name, Principle Office and Relationship to PMI®.

Section 1. This organization shall be called the Project Management Institute, Baltimore Chapter, (hereinafter referred to as the “Baltimore Chapter”). This organization is a Chapter chartered by the Project Management Institute, Incorporated, (hereinafter referred to as “PMI®”) and separately incorporated as a non-profit, tax exempt corporation organized under the laws of the State of Maryland, which is located within the United States of America.

Section 2. The Baltimore 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 3. The Bylaws of the Baltimore 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 Baltimore Chapter’s Charter with PMI®.

Section 4. The terms of the Charter executed between the Baltimore Chapter and PMI®, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder.

Article II – Purpose

Section 1. Chapter Vision Statement

The PMI Baltimore Chapter is a dynamic organization focused on providing best value to its members and stakeholders and will actively promote project management and the profession in the Central Maryland Region.

Section 2. The objectives of the Baltimore Chapter are:

A. To advance the mission and objectives of the Project Management Institute within the Greater Baltimore area.

B. To develop a growing and committed membership of local Project Management Professionals through an aggressive recruiting plan.

C. To promote Professional Project Management principles and techniques with local businesses, universities and professional associations.

D. To support and enhance Project Management Professionalism by developing and providing quality programs for the discussion and examination of problems, solutions, applications, and ideas related to the needs of Project Managers.

E. To create and deliver an educational program that strengthens the skills of local Project Managers and supports the Project Management Institute Certification Program.

Article III – Membership

Section 1. Membership in this organization is voluntary and shall be open to any eligible (See Section 6) person interested in furthering the purposes of the organization. Membership shall be open to all eligible persons without regard to race, color, age, sex, marital status, national origin, religion, or physical or mental disability.

Section 2. Membership in the Baltimore Chapter requires membership in PMI®. The Baltimore 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 Baltimore Chapter who are in good standing may vote for the election of officers and other business issues that may be presented during a Chapter Meeting. Except as explained in Article 4, Section 1, any member of the Baltimore Chapter who is in good standing can be elected to and hold an office.

Section 4. Members shall be governed by and abide by the PMI® Bylaws and professional code of ethics and by the Bylaws of the Baltimore Chapter, and policies, procedures, rules, and directives lawfully made there under or contained within other official chapter documents.

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 Baltimore Chapter.

Section 6. Membership in the Baltimore Chapter shall terminate upon the member’s resignation, failure to pay dues, when reported by PMI®, or expulsion from membership for just cause. The Board of Directors (hereinafter referred to as the “Board”) of the Baltimore Chapter may, by simple majority vote, expel any member for a willful act of dishonesty, or a willful failure to abide by the PMI Bylaws, the Baltimore Chapter Bylaws, and all policies, procedures, rules, and directives lawfully made there under.

Section 7. Members who fail to pay the required dues for more than one month after the date due for payment shall be delinquent and their names may be removed from the official membership list of the Baltimore Chapter. A delinquent member may be reinstated by payment in full to PMI® of all unpaid dues for membership in PMI® and the Baltimore Chapter.

Section 8. Upon termination of membership in the Baltimore Chapter, the member shall forfeit any and all rights and privileges of membership.

Section 9. The Board may grant at its pleasure certain rights and privileges of membership, but not membership, to selected groups or individuals as deemed in the interest of the Baltimore Chapter.

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

Article IV – Officers and Committee Chairs

Section 1. The Baltimore Chapter shall have at least five (5) elected officers who sit on the Board of Directors. : President, Vice President – Communications, Vice President – Finance, and two (2) at-large Vice Presidents. At-large Vice Presidents shall perform duties as directed by the Board of Directors. At-large candidates must agree prior to nomination to fill specific posts outlined in the Chapter’s Standard Operating Procedures.

All officers shall be members in good standing of PMI® and of the Baltimore Chapter. To run for President, a candidate must have served previously as a board member or officer of a PMI component. If a candidate has not met this requirement and there are no other qualified chapter members wishing to serve, the nominating committee may, with the approval of the current President, waive this requirement. The elected officers will serve a one-year term of office, but may not serve more than three consecutive terms in the same officer position. For a period of one (1) year following the term of office, officers shall make themselves available as a resource to the officer newly elected to the respective office. The following sections establish general duties for each of the designated offices. Specific duties are detailed within the Chapter’s Standard Operating Procedures Document.

Section 2. The President shall be the chief executive officer for the Baltimore Chapter and of the Board of Directors, and shall perform such duties as are customary for presiding officers, including making appointments with the approval of the Board when required. The President shall also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee. The President or an official designate shall represent the Chapter at other PMI meetings and meetings with other organizations. The President shall also establish an operational management structure for the chapter. These structures shall be codified within a chapter standard operating procedure. The President will perform other duties as defined in the Chapter SOP.

Section 3. The Vice President – Communications The Vice-President of Communications serves on the Board of Directors and is responsible for the timely dissemination and archiving of information relating to chapter business, meetings and projects. Using various tools to accomplish the objective s/he shall keep the records of the business transactions of the Baltimore Chapter, to include a record of all business meetings of the Chapter and meetings of the Board. The Vice-President of Communications will perform other duties as defined in the Chapter SOP.

Section 4. The Vice President – Finance serves on the Board of Directors and shall oversee and report on the management of funds for duly authorized purposes of the Baltimore Chapter by maintaining a permanent file of the financial business of the Baltimore Chapter and providing this file to the Board as required. The Vice-President of Finance shall initiate an independent audit, with approval by the Board, of the Baltimore Chapter’s finances at least once every two years and will perform other duties as defined in the Chapter SOP.

Section 5. At-Large Vice President(s) – At-Large Vice Presidents are elected officers and serve on the Board of Directors. If the Vice President has a named portfolio, then Vice President will appoint and oversee directors and be a member of the chapter’s Operational Management Team . If the Vice President does not have a named portfolio, the Vice President may not appoint or oversee directors and may not serve on the chapter’s operational management team. The roles and number of Vice Presidents are determined by the board and may be changed periodically to meet current requirements of ongoing operations. The number of elected At-Large Vice Presidents may only increase through the annual nomination and election process.

Section 6. Directors -- Director positions on the Operational Management Team are approved by the Board of Directors and their duties shall be described in the Chapter’s Standard Operating Procedures. The President and Vice Presidents holding a specific named portfolio may appoint a specific individual for an approved director position, once the position is approved by the Board. Directors shall perform projects within that Board member’s duties. Directors serve an undefined length of time. Directors are considered Chapter Officers, but do not serve on the Board of Directors.

Section 7. Committee Chairs can be appointed by any officer for an undefined length of time to perform specific projects. Committee Chairs are not chapter officers and do not serve on the Board of Directors.

Article V – Board of Directors

Section 1. The Baltimore Chapter shall be governed by a Board of Directors. The Board shall be responsible for carrying out the strategic purposes and objectives of the Baltimore Chapter as a non-profit corporation. The Chapter’s Operational Management Team shall be presided over by the Board President and consist of all Board members with named portfolios and appointed directors. The Operational Management Team shall run the day-to-day management of the chapter.

Section 2. The Board shall consist of the officers elected by the membership and Past Presidents. All board members shall be members in good standing of PMI® and of the Baltimore Chapter. Terms of office for Board members, with the exception of Past Presidents, shall be one (1) year.

Section 3. Past Presidents serve as General Members of the Board of Directors and have all rights and privileges of Board membership as long as they are members in good standing of PMI® and of the Baltimore Chapter. Past Presidents are not officers in the Baltimore Chapter and receive no PDUs simply by serving as a General Member of the Board. Although General Members of the board may vote on board related business, their number does not count in determining minimum quorum requirements for the conduct of board business. However, General Board Member participation does contribute to meeting quorum requirements. PDU’s may be granted according to procedures outlined in the Board’s operating procedure.

Section 4. The Board shall exercise all power of the Baltimore Chapter, except as specifically prohibited by these Bylaws, the PMI Bylaws and policies, and the laws of the jurisdiction in which the Baltimore Chapter is incorporated. The Board shall be authorized to adopt and publish such policies and rules as may be necessary and consistent with these Bylaws and PMI Bylaws and policies, and to exercise authority over all Baltimore Chapter business and funds.

Section 5. The Board shall meet at a minimum on a quarterly basis. The Board shall also meet at the call of the President, or at the written request of three (3) members of the Board directed to the President. At all meetings of the Board, a quorum shall consist of no less than one-half (fractions truncated to lowest whole number), of the elected membership of the Board, not including temporarily vacant positions due to removal or resignation. Each member shall be entitled to one (1) vote and motions, except as otherwise outlined in section 6, will pass via a simple majority of those board members present. At its discretion, the Board may conduct business by teleconferences, facsimile, email, virtually or other legally acceptable means. Votes taken at other than face to face meetings shall require a minimum of a quorum voting within a preannounce time period as outlined within the chapter’s operating procedures. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

Section 6. The President shall declare an officer position to be vacant when an officer ceases to be a member in good standing of PMI® or of the Baltimore Chapter by reason of the non-payment of dues, or when the officer fails to perform the duties of the office satisfactorily. 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 receipt by the Board of the written notice.

Section 7. An officer may be removed from office for just cause, as defined in Article III, Section 6 and Article V, Section 5, 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 Board members present in person at a meeting of the Board and of sufficient number to reach a quorum or two-thirds (2/3) vote of Board members voting via other than face to face means within a predetermined time period reaching sufficient numbers to achieve a quorum.

Section 8. If any officer position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term of the vacant position. In the event the President is unable or unwilling to complete the current term of office, the Vice President – Communications shall assume the position of President for the remainder of the term and a new Vice President – Communications shall be appointed.

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 Baltimore 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 elections, and shall hold office for the duration of their terms or until their successors have been duly elected or appointed and installed.

Section 3. A Nominating Committee shall prepare a slate containing the nominees for each elected Board position and shall determine the eligibility, within criteria set forth in Article 4, Section 1, and willingness of each nominee to stand for election. Elected officer positions shall number at least five individuals consisting of the President, Vice President Communications, Vice President Finance, and two other Vice Presidents or At Large Positions as deemed necessary by the Board. The number of elected officer positions and the assignment of Vice President and At-Large position shall be defined by the Board of Directors each year as part of the Nominating Committee charter delivered to the President. Candidates for elected positions may also be nominated by a petition process established in writing by the Nominating Committee or the Board.

Section 4. Elections shall be conducted by electronic ballot during the second week of November beginning at 9:00 AM Monday and ending at 5:00 PM on Wednesday during the election week. A electronic ballot will be used which lists the candidates for each position, their qualifications and their statement of why they want to be elected to the office. Only members who are on the PMI real time DEP database on October 31 of the election year shall be eligible to vote. The electronic election process will allow only one vote per member using the PMI ID number as a check. Once the vote is cast, the identity of the voter will be removed from the ballot. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board. The results of the election will be posted on the website before the annual meeting of the chapter in November. Potential or actual nominees may not expend efforts in running for elected office beyond direct communications with the nomination committee. The nomination committee may arrange for the distribution of informational material to the chapter membership. However, individual campaigns will not be conducted.

Section 5. 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 work Board issues. The Board shall establish in writing for each committee a definition of its purpose, authority and outcomes. Committees are responsible to the Board, Vice President of named portfolio or Director. Establishment of operational committees is left to the discretion of the Operational Management Team

Section 2. The President, Vice President of named portfolio or Director shall appoint a chairperson for each committee. Committee members may be appointed from the membership of the Baltimore Chapter.

Article VIII – Finance

Section 1. The fiscal year of the Baltimore Chapter shall be from 1 January through 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®.

Section 5. An independent audit, of the Baltimore Chapter’s finances shall be conducted at least once every two years. Chapter members who have not served or are not now serving as officers or committee chairs within the chapter during the period of review may complete this audit.

Article IX – Meetings of the Membership

Section 1. Meetings of the membership shall be held at dates and locations 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 a petition of ten percent (10%) of the voting membership directed to the President.

Section 3. Notice of all scheduled and special business 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. All meetings shall be conducted according to parliamentary procedures determined by the Board.

Article X – Inurnment and Conflict of Interest

Section 1. No member of the Baltimore Chapter, except as stated in Section 5, shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Baltimore Chapter.

Section 2. No officer, appointed committee or authorized representative of the Baltimore Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Baltimore Chapter of actual and reasonable expenses incurred by an officer, committee or authorized representative regarding attendance at meetings and other approved activities.

Section 3. No officer, appointed committee or authorized representatives of the Baltimore Chapter shall act in an independent manner that is contrary with their obligations to the Baltimore Chapter and applicable law, regardless of any other affiliations, memberships, or positions.

Section 4. All officers, appointed committee members or authorized representatives of the Baltimore Chapter shall disclose any interest or affiliation they may have with any entity or individual with which the Baltimore 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.

Section 5. The Board may grant honorariums, small gifts, plaques and other incidentals to members for services rendered to the Baltimore Chapter.

Article XI – Indemnification

Section 1. In the event that any person who is or was an officer, committee member, or authorized representative of the Baltimore Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Baltimore 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 Baltimore Chapter 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 Baltimore 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 Baltimore Chapter, or is or was serving at the request of the Baltimore 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 present at a scheduled meeting of the Baltimore Chapter duly called and regularly held. Notice of proposed changes shall be sent in writing to the membership at least forty-five (45) 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 Baltimore Chapter’s Charter with PMI®.

Article XIII – Dissolution

Section 1. Should the Baltimore Chapter dissolve for any reason, its assets shall be dispersed to a charitable organization designated by a two-thirds (2/3) vote of the voting membership in good standing present at a scheduled meeting of the Baltimore Chapter after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.

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