Project Management Institute
Wine Country Chapter Bylaws (adopted 10/2016)
Article I – Name, Principal Office; Other Offices.
Section 1. Name/Non-Profit Incorporation.
This organization shall be called the Project Management Institute- Wine Country Chapter, Inc. (hereinafter “the WCC” or “the Wine Country 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 California. The Wine Country Chapter has been founded as 501(c) (6) organization.
Section 2. The Wine Country Chapter shall meet all legal requirements in the jurisdiction(s) in which the Wine Country Chapter conducts business or is incorporated/registered.
Section 3. Principal Office; Other Offices.
The principal office of the Chapter shall be located in Marin, Sonoma, or Napa Counties, California, as determined from time to time by the WCC Board of Directors. The WCC may have other offices such as Branch offices as designated by the WCC Board of Directors.
Article II – Relationship to PMI.
Section 1. The Wine Country 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 Wine Country 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 WCC’s Charter with PMI.
Section 3. The terms of the Charter executed between the Wine Country 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 Wine Country Chapter shall be governed by and adhere to the terms of the Charter.
Article III – Purpose and Limitations of the Wine Country Chapter.
Section 1. Purpose of the Wine Country Chapter. WCC 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 Wine Country Chapter and PMI and these Bylaws, the purposes of the Wine Country Chapter shall include the following:
a) To foster professionalism in the management of projects.
b) To contribute to the quality and scope of project management.
c) To stimulate appropriate global application of project management for the benefit of general public.
d) 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.
e) To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully and to promote the benefits of professional certification to the membership.
Section 2. Limitations of the Wine Country Chapter
A. General Limitations. The purposes and activities of the Wine Country Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with Wine Country Chapter Articles of Incorporation.
B. The membership database and listings provided by PMI to the Wine Country Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Wine Country 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.
C. The Directors of the Wine Country Chapter shall be solely accountable for the planning and operations of the Chapter, and shall perform their duties in accordance with the Chapter’s Governance documents (see Article VII); its Charter Agreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law.
Article IV – Chapter Membership.
Section 1. General Membership Provisions
A. Membership in the Wine Country Chapter requires membership in PMI®. The Wine Country Chapter shall not accept as members any individuals who have not been accepted as PMI® members. 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.
B. Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of the Wine Country Chapter and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.
C. All members shall pay the required PMI and 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 Wine Country Chapter.
D. Membership in the Wine Country Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause. Expulsion policies are to be documented from time to time in the Governance Policies.
E. Members who fail to pay the required dues when due shall immediately be considered delinquent and their membership terminated and their names removed from the official membership list of the Wine Country Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Wine Country Chapter to PMI.
F. Upon termination of membership in the Wine Country Chapter, the member shall forfeit any and all rights and privileges of membership.
G. All Wine Country Chapter Members in good standing shall have voting rights and shall be eligible to hold elected or appointed office in the Wine Country Chapter.
Section 2. Classes and Categories of Members. The Wine Country Chapter shall not create its own membership categories. PMI Chapter membership categories shall be consistent with PMI membership categories.
Section 3. Expulsion of a member.
A. Cause for expulsion shall be based on the good faith determination by the board, or a committee or person authorized by the board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Chapter. The rules of conduct shall be documented from time to time in the Governance Policies.
B. Procedure for Expulsion
If grounds appear to exist for expulsion of a member under Section 3.A of these bylaws, the procedure set forth below shall be followed:
(1) The member shall be given 15 days' prior notice of the proposed expulsion and the reasons for the proposed expulsion. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the corporation's records.
(2) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed expulsion. The hearing shall be held, or the written statement considered, by the board or by a committee or person authorized by the board to determine whether the expulsion should take place.
(3) The board, committee, or person shall decide whether or not the member should be expelled or sanctioned in some other way. The decision of the board, committee, or person shall be final.
(4) Any action challenging an expulsion or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, or termination.
Article V – Chapter Board of Directors:
Section 1. The Wine Country Chapter shall be governed by a Board of Directors (the “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 at least five (5) but not more than nine (9) Directors of the Wine Country Chapter elected by the membership and shall be members in good standing of PMI and of the Wine Country Chapter.
Section 3. Board member terms of office shall not exceed two (2) years without re-election. Total contiguous Board service shall not exceed six (6) contiguous years without a break. A break in BOD service is defined as at least one (1) contiguous year as a non-voting member of the Board. Other limitations on incumbency or the number of consecutive terms, or total terms, may be set from time to time in the Governance Policies. Directors elected prior to 2016 will complete their terms in their elected roles as full members of the Board.
Section 4. The Board shall select, from among themselves, member Directors to fulfill the three (3) officer roles required by the State of California for non-profit corporations, as follows.
A. The Board shall select a member Director to act as President. The President shall be the chairperson 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 term of President is one year. The President can be re-appointed by the Board to subsequent terms.
B. The Board shall select a member Director to act as Secretary. The Secretary shall be the senior administrative officer for the Wine Country Chapter and of the Board, and shall be responsible for the control of, and compliance, with the Governance documents, and for maintaining legal status with the State of California and PMI. The Secretary shall also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee. The term of Secretary is one year. The Secretary can be re-appointed by the Board to subsequent terms.
C. The Board shall select a member Director to act as Treasurer. The Treasurer shall be the senior financial officer for the Wine Country Chapter and of the Board, and shall be responsible for the control of, and compliance with, the accounts and financial records of the chapter. The Treasurer shall also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee. The term of Treasurer is one year. The Treasurer can be re-appointed by the Board to subsequent terms.
Section 5. All elected Board members are co-equal in board actions and voting rights, i.e. each Board member shall have one vote.
Section 6. In the event there are fewer than the required five (5) elected Directors, or if the elected Board members are unwilling to fulfill the State required roles, the Board may appoint additional Directors to fill open roles through the next election cycle. Board members appointed and approved by a majority of the seated Board, are considered full members of the Board with the same rights and authorities as the elected Board members.
Section 7. The Board shall exercise all powers of the Wine Country Chapter, except as specifically prohibited by these bylaws, the PMI 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 Bylaws and policies, and to exercise authority over all Wine Country Chapter business and funds.
Section 8. 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 voting membership of the Board at any given time. Each Board member shall receive written notice by U.S. mail or electronic transmission at least two weeks in advance of a board meeting. Directors may participate in meetings through the use of conference telephone so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission other than conference telephone constitutes presence in person at that meeting so long as each director participating in the meeting can communicate with all of the other directors concurrently and each director is provided the means of participating in all matters before the board.
Section 9. Any action required or permitted to be taken by the Board may be taken by unanimous written consent in lieu of a meeting.
Section 10. A Director 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 11. If the Board President is temporarily unavailable, the Secretary shall assume the duties of the President until the President is available, or a new President takes office.
Section 12. A Director may be removed from office by a two-thirds (2/3) vote of the Board for (i) missing more than the specified number of board meetings set forth in the Governance Policies, (ii) failing to remain a member of WCC in good standing, or (iii) if the Director has been declared of unsound mind by a final order of a court, or convicted of a felony. The policies and procedures for such a removal shall be documented from time to time in the Governance Policies. If the Board President is temporarily unavailable, the Secretary shall assume the duties of the President until the President is available, or a new President takes office.
Section 13. By California law, if a Chapter Member or Board Member wishes to remove a director for a reason other than those in Section 12, it can only be done by a vote of the membership. Upon receiving a petition from at least five percent of the membership requesting a removal vote, the Secretary shall hold a vote of the membership on the proposal. Removal will require a majority vote of at least ten percent of the Chapter membership. The policies and procedures conducting such a removal vote shall be documented from time to time in the Governance Policies.
Article VI – Chapter Nominations and Elections:
Section 1. All voting members in good standing of the Wine Country 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 date stated in the election notice, and shall hold office for the duration of their terms or until their successors have been elected and qualified.
Section 3. A Nominating Committee appointed by the President, and approved by the Board, shall prepare a slate of nominees for Director positions and shall determine the eligibility and willingness of each nominee to stand for election. Nomination and election policies and procedures must be described in the approved chapter Governance Policies document. Changes to nomination or election policies need to be approved by the Board and published at least one (1) month prior to an election.
Section 4. No current member of the Nominating Committee shall be included in the slate of nominees for the Board prepared by the Committee.
Section 5. All nominees for elected positions shall be vetted by the Nominating Committee for ability to fulfill the position in question, and ability to collaborate effectively with the chapter leadership, volunteers, and our stakeholder community.
Section 6. Board membership is viewed as a growth opportunity to be provided to as many qualified chapter members as possible while still providing good service and sustainability of chapter leadership. The Nominating Committee is charged with the responsibility and has the discretion to decide when to not re-nominate a Board member in order to provide more opportunities to other chapter members, or to seek a new Director mix to better serve the membership.
Section 7. Rules, Policies, and Procedures for chapter elections shall be documented from time to time in the Governance Policies. The Governance Policies may limit or restrict the conditions for holding an election, or for interpreting or recognizing the results of an election in favor of representing voter intent.
Section 8. 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 Nominating Committee will be the sole and final arbiters and decisions makers of all election contests for elected positions.
Article VII – Governance Documents:
Section 1. The Board shall review and approve any changes to the Governance Policies. Changes to the Governance Policies will become effective one (1) month after the approved changes are published to the membership; unless a later date is specified at the time of approval. The Secretary is to take steps to summarize or explain the changes and notify the membership where the revised Governance Policies can be found.
Section 2. Officers and volunteers shall maintain a guide to chapter management and operations to support continuity during transitions or unplanned disruptions. The operations guide is to be considered a living document and is therefore not subject to pre-approval of content. The board is required to conduct an annual review of the operations guide to ensure the quality and viability of the content. This review should be completed each year prior to the election season.
Article VIII - Chapter Finance:
Section 1. The fiscal year of the Wine Country Chapter shall be from January 1 to December 31.
Section 2. Wine Country Chapter annual membership dues shall be set by the Chapter’s Board and communicated to PMI in accordance with policies and procedures established by PMI.
Section 3. The Wine Country 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. The Board is required to create and support channels for the membership to 1) communicate their needs and expectations to the Board, 2) communicate and consult with other members about the proper role for the chapter, and 3) have a collegial discourse with the membership on the performance of the chapter leadership. An event at a specific time that permits this multi-channel communication in conjunction with a Meeting of the Membership will fulfill this requirement (MoM).
Section 2. A formal notice of a Meeting of the Membership must be given to the membership at least 45 but not more than 90 days prior to the meeting. Notice shall be given to all members entitled to vote on the record date for the giving of the notice. Notice shall be given by first class mail or by electronic transmission in compliance with California law.
Section 3. The board shall call at least one (1) formal Meeting of the Membership each year.
Section 4. Notice of all meetings of members shall be given by the Board in advance to all members in accordance with California law and these bylaws. The notice should indicate the time and place of the meeting and include the proposed agenda. If board members are to be elected the notice shall give the names of all those who are nominees at the time of giving of notice. Actions taken at such meetings shall be limited to those agenda items contained in the notice of the meeting.
Section 5. Voting in person or by proxy shall be permitted in accordance with the requirements of California law. Ten percent (10%) of eligible members entitled to vote on the record date for the giving of notice shall constitute a quorum. A meeting of members may be conducted, in whole or in part by electronic transmission by and to the corporation or by electronic video screen communication if there are reasonable measures adopted to provide members in person (or by proxy) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and if any member votes or takes other action at the meeting by means of electronic transmission to the corporation or electronic video screen, a record of that vote or action is maintained by the corporation.
Article X - Inurement and Conflict of Interest:
Section 1. No member of the Wine Country Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Wine Country Chapter, except as otherwise provided in these bylaws.
Section 2. No officer, director, appointed committee member or authorized representative of the Wine Country Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Wine Country 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. Wine Country Chapter may enter into contracts or transactions with members, elected Directors of the Board, appointed committee members or authorized representatives of Wine Country Chapter and any corporation, partnership, association or other organization in which one or more of Wine Country 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 prior to entering into the contract or transaction:
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 Wine Country Chapter and complies with the laws and regulations of the applicable jurisdiction in which Wine Country Chapter is incorporated or registered at the time the contract or transaction is authorized or approved by the board of directors.
Section 4. All officers, directors, appointed committee members and authorized representatives of the Wine Country Chapter shall act in an independent manner consistent with their obligations to the Wine Country 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 Wine Country 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 Wine Country Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Wine Country 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 Wine Country 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 Wine Country Chapter, or is or was serving at the request of the Wine Country 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. Notice of proposed changes shall be sent in writing to the membership at least forty-five (45) but not more than ninety (90) days before such meeting or vote.
Section 2. 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 Wine Country Chapter’s Charter with PMI.
Article XIII – Dissolution:
Section 1. In the event that the Wine Country Chapter or its Directors fail to act according to these bylaws and WCC’s or all PMI® policies, procedures, and rules outlined in the charter agreement, PMI® has a right to dissolve the Chapter.
Section 2. In the event the Wine Country Chapter fails to deliver value to its members as outlined in the Wine Country Chapter’s business plan and without mitigated circumstance, the Wine Country Chapter acknowledges that PMI® has a right to dissolve the Wine Country Chapter, as per the terms of the Charter.
Section 3. In the event the Wine Country Chapter is considering dissolving, the WCC’S members of the Board of Director must notify PMI® in writing and follow the Chapter dissolution procedure as defined in PMI’s policy.
Section 4. Should the Wine Country Chapter dissolve for any reason, its assets shall be dispersed in accordance with the WCC Articles of Incorporation after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.