Project Management Institute. Sydney Australia Chapter Incorporated. Bylaws

Transcription

1 Sydney Australia Chapter Incorporated Bylaws Version 10.10

2 Document Approval and History Approved Version Approval Date Approval Authority (Refer to Board and Chapter Meeting Minutes) FINAL version passed by Special General Meeting, 09 Feb 2017 Sydney NSW. Includes modifications from changes to the Associations Act & regulation, inclusions from PMI Standard Constitution, and general tidy up to remove inconsistencies in the previous version November 2016 Latest DRAFT version approved by Board and GOC that needs to be ratified by members. Includes modifications from changes to the Associations Act & regulation, inclusions from PMI Standard Constitution, and general tidy up to remove inconsistencies in the previous version December 2012 Major revision to meet requirements of the PMI Template 2010 and Model Constitution of the NSW Associations Incorporation Act 2009, plus major revisions & tidy up January 2009 Minor changes including change of Financial Year, apportionment of funds upon dissolution, combining the Director Certification and Education into one role December 07 Incorporation of all elements of the Constitution into the Bylaws in conformance with the direction of the PMI GOC August 07 General tidy up of all sections to ensure compliance with the PMI GOC Template and the NSW Department of Fair Trading Model rules. Other enhancements to the reflect current operational situation, VP/COO role and election process May 2007 Article XIV Electronic Voting approved by the membership at the Chapter meeting on 30 May February 2006 Changes approved by the membership at the AGM held on 1 st February Motion of the PMI Sydney Chapter Board that: That the Constitution Document PMI Constitution 2006.doc with only version control added is approved by the Board to split the Constitution and Bylaws into two documents was carried unanimously as recorded in the Board Minutes dated 9 th January The content of the Constitution is unchanged October 2003 Changes approved by the membership at the Chapter meeting held on 29 th October Approval by the PMI Sydney Chapter Board to submit the proposed changes to the membership for approval is recorded in the Board Minutes dated 7 th October 2003 and 3 rd November September 2001 Changes approved by the membership at the Chapter meeting held on 31 st October Three Constitution and Bylaw Reports dated 10 th September, 17 th October and 12 th November 2001 track the history, Bylaw status, recommendations and decisions of the Board with respect to these Bylaw changes. PMI Sydney Chapter v10.10 Page 2 of 17

3 May 2000 Approved Version of the Bylaws updated subsequent to the February 2000 AGM which includes the necessary changes required to meet the legislative requirements for incorporation of the Chapter March 2000 The version of the Bylaws formally approved by the membership at the February 2000 AGM 1.0 April 1997 Effective date April 1997 on Chapter formation PMI Sydney Chapter v10.10 Page 3 of 17

4 Definitions In these Bylaws, unless a contrary intention appears: "Act" means the Associations Incorporation Act 2009, of New South Wales, as amended from time to time, AGM means Annual General Meeting, ATO means Australian Taxation Office Board means the Sydney Chapter Board of Directors, Chapter means the Project Management Institute, orporated, Handbook means the PMI Sydney Chapter Handbook, IPP means Immediate Past President, Member in good standing means a member who has paid both PMI and Sydney Chapter dues for the current year, NSW means the State of New South Wales, Australia PMI means the Project Management Institute Incorporated in the USA SGM means Special General Meeting, SIG means Specific Interest Group, SPOC means single point of contact, Sydney Chapter means the Project Management Institute, orporated Article I Name, Principal Office; Other Offices Section 1. This organisation shall be called the Project Management Institute, Sydney, Australia Chapter Incorporated (hereinafter "the Sydney Chapter" or Chapter ). This organisation is a Chapter chartered by the Project Management Institute Incorporated in the USA (hereinafter "the PMI") and separately incorporated as a non-profit, tax exempt association under the laws of the State of New South Wales, Australia. Section 2. The Sydney Chapter shall meet all legal requirements in the jurisdiction(s) in which the Sydney Chapter conducts business or is incorporated. Section 3. The primary area of operation of the Chapter includes, but is not limited to Sydney, Australia. The principal office of the Sydney Chapter shall be located in Sydney in the State of NSW of the Commonwealth of Australia. The Sydney Chapter may have other offices such as Branch offices as designated by the Sydney Chapter Board of Directors Article II Relationship to PMI Section 1. The primary principle of the Chapter is to give strong support to the purposes of the PMI. The Sydney Chapter is responsible to the duly elected PMI Board of Directors and is subject to all PMI policies, procedures, rules and directives lawfully adopted which shall take precedence over the Bylaws of the Chapter. Section 2. The Bylaws of the Sydney Chapter may not conflict with the current PMI s Bylaws and all policies, procedures, rules or directives established or authorised by PMI as well as with the Sydney Chapter s Charter with PMI. If the superior PMI documents are amended, applicable changes will be effective for the Chapter, and the membership of the Chapter will act to amend its documents accordingly. Additionally, the Chapter will conform to all stipulations set forth in the document titled "PMI Chapter Guidelines and Policy Handbook". Section 3. The terms of the Charter executed between the Sydney 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 Sydney Chapter shall be governed by and adhere to the terms of the Charter. PMI Sydney Chapter v10.10 Page 4 of 17

5 Article III Section 1: Chapter Purposes and Limitations Purpose of the Chapter The Chapter must apply its funds and assets so as to be consistent with its objectives. The Chapter is prohibited from providing pecuniary gain for any of its members. A pecuniary gain is defined in section 5 of the Act. The purposes of the Chapter shall supplement the purposes of the PMI as set forth in the PMI Bylaws. The Chapter purposes are A. General Purpose: The Sydney Chapter has been founded as non-profit, tax exempt association chartered by PMI, and is dedicated to advancing the practice, science, and profession of project management in the State of NSW in a conscious and proactive manner. B. Specific Purposes: Consistent with the terms of the Charter executed between the Sydney Chapter and PMI and these Bylaws, the purposes of the Sydney 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 appreciation of project management for the benefit of the general public. d) To provide a recognised forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and others 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. f) to encourage and facilitate education and certification of Sydney Chapter Members g) to foster communication between government, education and private sectors, regarding project management; h) to disseminate within the primary area of operation of the Chapter information regarding developments in project management Section 2: Limitations of the Chapter A. General Limitations. The purposes and activities of the Sydney Chapter shall be subject to limitations set forth in the Charter agreement, these Bylaws, and conducted consistently with the NSW Associations Incorporation Act 2009 (the Act) and the Associations Incorporation Regulation B. Membership Database. The membership database and listings ( Register of Members ) provided by PMI to the Sydney Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Sydney Chapter consistent with PMI policies and all applicable laws and regulations, including but not limited to those laws and regulations pertaining to privacy and use of personal information. The Register of Members, may be used only for the advertising or solicitation in connection with the authorised business of the Chapter or the PMI and may not be sold or traded. C. Board of Directors. The Board of Directors of the Sydney Chapter shall be solely accountable for the planning and operations of the Chapter, and shall perform their duties in accordance with the Chapter s Bylaws and other governing Chapter documents; its Charter Agreement with PMI; PMI s Bylaws, policies, practices, procedures, and rules; and applicable law. PMI Sydney Chapter v10.10 Page 5 of 17

6 Article IV Membership Section 1: General Membership Provisions Membership in the Sydney Chapter requires membership in PMI. The Sydney Chapter shall not accept as members any individuals who have not been accepted as PMI members. Membership in this organisation is voluntary and shall be open to any eligible person interested in furthering the purposes of the organisation. 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. Section 2: Governing Bylaws Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of the Sydney Chapter and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Ethics and Professional Conduct. Section 3: Membership Dues All members shall pay the required PMI and Sydney 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 Sydney Chapter. Section 4: Membership Termination: Membership in the Sydney Chapter shall terminate upon the member s resignation, failure to pay dues or expulsion from membership for just cause. Upon termination of membership in the Sydney Chapter, the member shall forfeit any and all rights and privileges of membership until such a time that they rejoin the Sydney Chapter and pay the relevant dues, with the exception that the member has been expelled from membership for just cause. Section 5: Delinquency: Members in arrears on dues for one (1) month shall be delinquent and their names removed from the official Register of Members of the Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Sydney Chapter to PMI within such one month delinquent period. Section 6: Classes and Categories of Members The Sydney Chapter shall not create its own membership categories. PMI Sydney Chapter membership categories shall be consistent with PMI membership categories. Section 7: Register of Members Using the PMI provided membership database a nominated Director shall maintain a Register of Members of the Chapter specifying the name and address of each person who is a member of the Chapter, together with the date on which the person became a member. The Register of Members shall be kept at the principal place of administration of the Chapter or kept securely under the control of a nominated Director. The Register must be open for inspection, free of charge, by any member of the Chapter at any reasonable hour. Members inspecting the Register are not to divulge or otherwise use the names or addresses in the Register for any unauthorised purpose. PMI Sydney Chapter v10.10 Page 6 of 17

7 Article V Board of Directors Section 1: Responsibility The Sydney Chapter shall be governed by a Board of Directors (Board). The Board shall be responsible for carrying out the purposes and objectives of the Chapter. Section 2: Board Composition The Board shall consist of the officers of the Sydney Chapter elected by the membership and shall be Chapter members in good standing of PMI and of the Sydney Chapter. The Board shall be comprised of Board Executive Directors and such number of ordinary Board Directors as determined by the Board, being no more than ten (10) ordinary Board Directors. The Board Executive Directors are: President Vice President Immediate Past President (IPP) (ex officio) Secretary Treasurer The Board Executive Directors (except the IPP) shall be directly elected. Elections for the ordinary Board Directors shall be as a group and not for specific Board portfolios. The rights of the Executive and ordinary Board Directors are the same, with the exception of the IPP which is an honorary role, without voting rights. Allocation of portfolios to ordinary Board Directors shall be carried out by the Board, at the first Board Meeting of the year following the Annual General Meeting. Board portfolios may be changed to meet the changing needs of the Board and the Chapter on an ongoing basis. Board Directors without a portfolio shall be referred to as Directors at Large and they have the same voting rights as other Directors. Detailed roles and responsibilities for all Board members shall be as defined in the Chapter Handbook. Section 3: Term of Office and Dates for Tenure of Office Terms of office for the officers of the Board shall be two (2) years, for a maximum of seven (7) years. Officers shall be limited to serving 2 consecutive terms (being 4 years) in the same position on the Board. A Board member that has been elected through a casual vacancy as opposed to being elected by the members shall have their casual vacancy tenure included in the term served on the Board. These positions are staggered so that fifty percent (50%) of the Board positions are open for election and are elected each year. Ordinary or Executive Directors who wish to nominate for an Executive Board position that they do not currently occupy before the completion of their current term must follow the process as per the Chapter Handbook. Candidates who are elected shall take office commencing from the date of the first Board meeting after the Annual General Meeting (AGM) following their election, and shall hold office for the duration of their terms until the date of the first Board meeting after the next applicable AGM. Section 4: President The President shall be the Chief Executive Officer (CEO) for the 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. PMI Sydney Chapter v10.10 Page 7 of 17

8 Section 5: Immediate Past President (IPP) The Immediate Past President (IPP) is an ex-officio officer of the Board. The term of office for the IPP is one (1) year. He/she may chair the Nominating Committee responsible for preparing the selection of candidates for election as Officers for the succeeding year. At the conclusion of the IPP term of office, the IPP shall not be allowed to nominate for a PMI Sydney Chapter Board position for at least twelve (12) months from the end of their IPP term or the next Board election that occurs at the end of their term (whichever is the latter). Section 6: Vice President The Vice President serves to support the President and shall assume the President s responsibilities if the President cannot fulfil the responsibilities for any reason. Section 7: Secretary The Secretary shall keep the records of all business meetings of the Chapter and meetings of the Board and is responsible for the administrative aspects of the Chapter, including the oversight of those assigned to the Administrative Officer, where appointed. The Secretary is responsible for maintaining the register of members specifying the name and postal, residential or address of each person who is a member of the Chapter together with the date on which the person became a member. The register can be kept in written or electronic form. If kept in electronic form, a current hard copy has to be made available for any member to inspect at the association s main premises or the official address. Section 8: Treasurer The Treasurer shall oversee the management of funds for duly authorised purposes of the Chapter. He/she is responsible for the solicitation of input from Board officers for development of financial goals and objectives for the Chapter, the preparation of an annual Budget, effective cost control and reporting of the Chapter s finances, as well as the collection and disbursement of all Chapter monies. Section 9: Public Officer A Public Officer(s) shall be a Board officer(s) appointed by the Board to meet the requirements for Incorporated Associations in NSW and the Australian Taxation Office. Except as otherwise provided in these Bylaws, the Public Officer(s) shall keep in his or her custody, or under his or her control, all records, books and other documents relating to the Chapter. Section 10: Administrative Officer The appointment and remuneration of an Administrative Officer shall be the responsibility of the Chapter Board. The position and associated conditions shall be reviewed annually. Section 11: Board Powers The Board shall exercise all powers of the Sydney 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 Chapter is incorporated. The Board shall be authorised to adopt and publish in the Chapter Handbook 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 Sydney Chapter business and funds. The Chapter Handbook is to serve as a direction to Board officers in the execution of their duties. Its publication and maintenance shall be the responsibility of the President or a delegated Board officer. PMI Sydney Chapter v10.10 Page 8 of 17

9 Section 12: Board Meetings The Board shall meet at least monthly, 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. Board meetings can be held at 1 venue but accessed using any technology the Board approves. Whatever technology is used, it must give each Board member a reasonable opportunity to participate. Board members who participate at a Board meeting using such technology have the same rights as members who are present at the meeting venue, including voting rights. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. Section 13: Declaration of Board Vacancy or Resignation. 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 Chapter by reason of nonpayment of dues, or where the officer or Director at Large fails to attend two (2) consecutive Board meetings without leave granted by the Board. 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 14: Removal from Office An officer or Director at Large may be removed from office for just cause in connection with the affairs of the organisation 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 15: Board Vacancy - Appointment of Replacement If any officer or Director at Large position becomes vacant, the Board by a two-thirds (2/3) vote may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. Such appointees shall meet the criteria contained in the Handbook for assessment and selection of officers of the Board. In the event the President is unable or unwilling to complete the current term of office, the Vice President, who shall serve as interim President, shall assume the duties and office of the presiding officer for the remainder of the term. Article VI Chapter Nominations and Elections Section 1: Members Right to Vote and Non Discrimination 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 3. All voting members in good standing of the Sydney 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: Nominating Committee Formation & Election Timetable The President, with the approval of the Board, shall appoint members of the Nominating Committee who shall be Chapter members in good standing. The President, with the approval of the Board, shall also appoint a single point of contact (SPOC) between the Board and the Nominating Committee. The SPOC shall be responsible for reporting any dealing, apparent anomaly or irregularity in the Board election process to the Nominating Committee in the first instance for resolution and correction, and also to the Board. The Nominating Committee shall correct any breaches or defects identified and make appropriate reports and recommendations to the current Board in a timely manner. The President, with the approval of the Board, in conjunction with the Nominating Committee, shall establish an overall timetable for conduct of the nominations and election process. PMI Sydney Chapter v10.10 Page 9 of 17

10 Section 3: Nominating Committee Members not Eligible for Election No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Nominating Committee. Section 4: Establishment and Purpose. A Nominating Committee shall be established to oversee and supervise the nominating process for Directors of the Chapter, and shall ensure appropriate procedures are in place for the selection and presentation of qualified candidates to the membership. Section 5: Electioneering 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 organised electioneering, communications, fund-raising or other organised activity on behalf of a candidate shall be permitted. The Nominating Committee will be the sole distributor(s) of all election materials for Chapter elected positions. Article VII Committees Section 1: Committee Establishment To advance the purposes of the Chapter, the Board may authorise the establishment of standing or temporary Committees, consisting of Board Officers and members from the Chapter membership. The Board shall establish a charter for each Committee, which defines its purpose, authority, outcomes and reporting requirements. Section 2: Committee Appointments Committee members shall be appointed from the membership of the Chapter by the Board. The Chapter officers and/or Directors can serve on the Chapter Committees unless it is specifically restricted by these Bylaws. All Committee members and a Chairperson for each Committee shall be appointed by the President with the approval of the Board. Section 3: Committee Authority and Tenure Committees are responsible to and report to the Board. Committees shall have no legislative or managerial authority and shall present their findings, results, recommendations and advice in report form for consideration by the Board. Committee members may be invited to be present at Board meetings, however, they shall not be entitled to a vote at such meetings. The tenure of Committees shall be limited to the same as that of the Board, which appoints the Committee. Section 4: Standing and Temporary Committees Standing committee: The Board may establish a Governance Committee to advise the Board on Governance matters. Temporary committee: Each year the Board shall appoint a Nominating Committee including a Chairperson to administer the Board nomination and election process. PMI Sydney Chapter v10.10 Page 10 of 17

11 Article VIII Finance Section 1: Financial Year The financial year for the Chapter shall be from 1 January to 31 December. Section 2: Chapter Annual Dues Chapter Annual Dues for members shall be set annually by the Chapter Board Directors and communicated to PMI in accordance with policies and procedures established by PMI. Membership privileges for new members shall commence on the day of receipt and acceptance of payment by PMI of PMI and Chapter dues for the current year. Section 3: Financial Policies and Procedures The Sydney 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: Dues Billings, Collections and Disbursements All dues billings, dues collections and dues disbursements shall be performed by PMI. Article IX Meetings of the Membership Section 1: Annual General Meeting (AGM) An Annual General Meeting of the membership shall be held at a date and location to be determined by the Board. Section 2: Special General Meetings (SGM s) Special General 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. Section 3: Notice of Annual General Meeting Notice of all Annual General Meetings shall be sent by the Board to all members at least twenty-one (21) 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: Notice of Special General Meetings Notice of all Special General Meetings shall be sent by the Board at least twenty-one (21) days in advance to those who will participate. The notice shall 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 5: Quorum Quorum at all Annual and Special General Meetings of the Chapter shall be at least forty (40) members or 5% of the current Chapter membership (whichever is the lowest) in good standing, present and in person. Section 6: Majority Except as otherwise provided in these Bylaws, all motions requiring a vote shall be decided by a majority of the members present. Section 7: Meeting Procedures All meetings shall be conducted according to parliamentary procedures determined by the Board. PMI Sydney Chapter v10.10 Page 11 of 17

12 Section 8: Chapter Meetings The Board of Directors shall conduct Chapter Meetings on an average of at least a bi-monthly basis. The purpose of the Chapter Meetings will be to emphasise programmes, which further the objectives of the Chapter and the PMI. Section 9: Unauthorised Use of Chapter Name The President shall have the authority and responsibility to prevent the unauthorised use of the Chapter name in connection with any meeting or activity which, in the Board s judgement does not further the purposes of the Chapter and/or the PMI. Article X Inurement and Conflict of Interest (Confidentiality and Non-Disclosure) Section 1: Confidentiality Agreement All Sydney Chapter Board members, Chairpersons of Specific Interest Groups (SIGs) and Board appointed Committee members who may attend Board meetings, shall be required to complete a Confidentiality Agreement within one month of their appointment. The Confidentiality Agreement and related policies and procedures shall be documented in the Chapter Handbook. Section 2: No Member Pecuniary Gain No member of the Sydney Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Sydney Chapter except as otherwise provided in these Bylaws. Section 3: No Officer, Director or Committee Member Compensation No officer, Director, appointed Committee member or authorised representative of the Sydney Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorise payment by the Sydney Chapter of actual and reasonable expenses incurred by an officer, Director, Committee member or authorised representative regarding attendance at Board meetings and other approved activities. Section 4: Contracts or Transactions with Members, Committee Members The Sydney Chapter may engage in contracts or transactions with members, appointed Committee members or authorised representatives of Sydney Chapter and any corporation, partnership, association or other organisation in which one or more of Sydney Chapter s Directors, officers, appointed Committee members or authorised representatives are: Directors or officers, have a financial interest in, or are employed by the other organisation, 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 of Directors prior to commencement of any such contract or transaction; B. the Board in good faith authorises 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 Sydney Chapter and complies with the laws and regulations of the applicable jurisdiction in which Sydney Chapter is incorporated at the time the contract or transaction is authorised, approved or ratified by the Board of Directors. Section 5: Requirement to Act in Independent Manner All officers, Directors, appointed Committee members and authorised representatives of the Sydney Chapter shall act in an independent manner consistent with their obligations to the Sydney Chapter and applicable law, regardless of any other affiliations, memberships, or positions. PMI Sydney Chapter v10.10 Page 12 of 17

13 Section 6: Disclosure of Interest or Affiliation All officers, Directors, appointed Committee members and authorised representatives of the Sydney Chapter shall disclose any interest or affiliation they may have with any entity or individual with which the Sydney 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 7: Unlawful Activity The Chapter shall not carry on any activity not permitted by any level of government in Australia. Article XI - Indemnification: Section 1: General In the event that any person who is or was an officer, Director, Committee member, or authorised representative of the Sydney Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Sydney 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 Chapter), 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 Chapter is incorporated. Where the representative has been successful in defending the action, indemnification is mandatory. Section 2: Discretionary Indemnification 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: Liability Insurance To the extent permitted by applicable law, the Sydney Chapter may purchase and maintain liability insurance on behalf of any person who is or was a Director, officer, employee, trustee, agent or authorised representative of the Sydney Chapter or is or was serving at the request of the Sydney 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 to the Bylaws Section 1: Ratification of Bylaws and Amendments These Bylaws may be amended, first by a seventy-five percent (75%) vote of the Chapter Board present at a scheduled Board meeting, then by a two-thirds (2/3) vote of the voting membership in good standing voting by: (i) electronic ballot, or (ii) (iii) present at an Annual Meeting or Special General Meeting the Chapter duly called; or mail ballot returned within forty-five (45) days of the date by which members can reasonably be presumed to have received the ballot. Notice of proposed amendments shall be sent in writing to the membership at least twenty-one (21) days before such meeting or vote. Such notice shall contain the amendments, the rationale for the amendments (including where necessary pros and cons) and the proposed motion to pass the Amendments. In the event of an electronic or mail ballot, a Chapter Meeting shall be held a minimum of twenty-one (21) days prior to such vote, to allow for membership discussion of the amendments and the proposed motion. PMI Sydney Chapter v10.10 Page 13 of 17

14 Section 2: Notification to NSW Fair Trading An application to the Director-General of NSW Fair Trading for registration of amendments to the Chapter s Bylaws in accordance with section 10 of the Act is to be made by the Public Officer or a Board member within twenty-eight (28) days of ratification. Section 3: Custody of and Access to the Bylaws All amendments and the current version of the Bylaws shall be kept in the custody of the Secretary and a copy shall be lodged with the PMI Executive Office. A copy shall be held on the Sydney Chapter web site accessible to the Chapter membership. Section 4: Amendments Proposed by Board or Members 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 to the membership with or without recommendation. Section 5: Consistency of Amendments All amendments shall 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 Sydney Chapter s Charter with PMI. Article XIII - REMOVED Article XIV - Service of Notices Section 1: For the purpose of these Bylaws, a notice may be served on or given to a person: a. by delivering it to the person personally, or b. by sending it by pre-paid post to the last known address of the person, or c. by sending it by facsimile transmission to an address specified by the person for giving or serving the notice, or d. by sending it by to the address specified by the person on the PMI Membership Data Base. Section 2: For the purpose of these Bylaws, a notice is taken, unless the contrary is proved, to have been given or served: a. in the case of a notice given or served personally, on the date on which it is received by the addressee, or b. in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, or c. in the case of a notice sent by facsimile transmission, on the date it was sent, or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date, or d. in the case of a notice sent by , on the date it was sent. Article XV Resolution of Internal Disputes Disputes between members of the Chapter (in their capacity as members), and disputes between members and the Chapter, are to be referred to the Board in the first instance. The Board may, at its sole discretion, may endeavour to resolve the dispute initially or offer an informal mediation session using any such mediation services as the Board deems appropriate including, but not limited to: PMI Sydney Chapter v10.10 Page 14 of 17

15 a. referring the dispute to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983; or b. Appointing a suitably qualified person, including a respected member of the project management profession to act as mediator. At least seven (7) days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator. In the event the dispute is not resolved because either: a. The members refuse to accept informal mediation; or b. the mediation is unsuccessful within three (3) months of the referral; or c. the Board adjudges the matters to be of such seriousness that formal mediation is required in the first instance, The Board may, at its sole discretion, refer the members in dispute to the PMI Conflict Resolution Program or PMI Ethics Review Committee (ERC) process to facilitate the formal resolution of the dispute by PMI. Article XVI - Chapter's Books Section 1: Custody of Books Except as otherwise provided by these Bylaws, all records, books and other documents relating to the Chapter must be kept in NSW at the main premises of the Chapter in the custody of the Public Officer, or a Board member (preferably the Secretary) as the Board determines. If the Chapter does not have any premises, the Chapter s records etc. must be kept at the Chapter s official address in the Public Officer s custody. Section 2: Inspection of Books The records, books and other documents of the Chapter must be open to inspection, free of charge, by a member of the Chapter at any reasonable hour. The Board may refuse to permit a member of the Chapter to inspect or obtain a copy of records of the Chapter that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Chapter and its members. Article XVII - Disciplining of Members Section 1: Complaint to Board A complaint may be made to the Board by any person that a member of the Chapter: (a) has refused or neglected to comply with a provision or provisions of these Bylaws, or (b) has wilfully acted in a manner prejudicial to the interests of the Chapter. Section 2: Refusal to Deal with Complaint The Board may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature. Section 3: Dealing with Complaint If the Board decides to deal with the complaint, the Board: (a) must cause notice of the complaint to be served on the member concerned, and (b) must give the member at least fourteen (14) days from the time the notice is served within which to make submissions to the Board in connection with the complaint, and (c) must take into consideration any submissions made by the member in connection with the complaint. PMI Sydney Chapter v10.10 Page 15 of 17

16 Section 4: Expulsion or Suspension of Member The Board may, by resolution, expel the member from the Chapter or suspend the member from membership of the Chapter if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances. Section 5: Notice of Action to Member If the Board expels or suspends a member, the Secretary must, within seven (7) days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the Board for having taken that action and of the member s right of appeal under Article XVIII. Section 6: Date of Effect of Action The expulsion or suspension does not take effect: (a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or (b) if within that period the member exercises the right of appeal, unless and until the Board confirms the resolution under Article XVIII, whichever is the later. Article XVIII - Right of Appeal of Disciplined Member Section 1: Notice of Appeal A member may appeal to the Board in general meeting against a resolution of the Board under Article XVII, within seven (7) days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect. Section 2: Statement of Grounds for Appeal The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal. Section 3: Notification of Special General Meeting On receipt of a notice from a member under Section 1, the Secretary must notify the Board which is to convene a Special General Meeting of the Chapter to be held within twenty-eight (28) days after the date on which the Secretary received the notice. Section 4: Special General Meeting At a Special General Meeting of the Chapter convened under Section 3: (a) no business other than the question of the appeal is to be transacted, and (b) the Board and the member must be given the opportunity to state their respective cases orally or in writing, or both, and (c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked. Section 5: Determination of Appeal The appeal is to be determined by a simple majority of votes cast by members of the Chapter present at the Special General Meeting. PMI Sydney Chapter v10.10 Page 16 of 17

17 Article XIX Dissolution: Section 1. In the event that the PMI Sydney 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 PMI Sydney Chapter Charter and require the chapter to seek dissolution. Section 2. In the event the PMI Sydney Chapter failed to deliver value to its members as outlined in Chapter S business plan and without mitigated circumstance, the Chapter acknowledges that PMI has a right to revoke the PMI Sydney Chapter Charter and require the Chapter to seek dissolution. Section 3. In the event the PMI Sydney Chapter is considering dissolving, the PMI Sydney Chapters 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 PMI Sydney Chapter dissolve for any reason, its assets shall be dispersed to an organisation 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. - End of Document - PMI Sydney Chapter v10.10 Page 17 of 17