Bylaws of the Project Management Institute

Transcription

1 Bylaws of the Project Management Institute South Western Ontario Chapter As Approved by Chapter Members at Annual General Meeting, London, Ontario, November 20, 2013.

2 Table of Contents Article I Name, Principal Office; Other Offices...3 Article II Definitions...3 Article III Relationship to PMI...4 Article IV Purpose and Limitations of PMI SWOC...4 Article V PMI SWOC Chapter Membership...5 Article VI PMI SWOC Board of Directors...6 Article VII PMI SWOC Nominations and Elections Article VIII Appointment and Removal of Board Members Article IX Committees Article X Financial Activities Article XI Board Meetings Article XII Membership Meetings Article XIII Conflict of Interest Article XIV Indemnification Article XV Disciplinary Procedures Article XVI Amendments Article XVII Rules and Regulations Article XVIII Books and Records Article XIX Auditors Article XX Contracts, Reimbursements, Expenditures Article XXI Interpretation Article XXII Dissolution Article XXIII Application of Bylaws Amended in Page 2 of 19

3 Article I Name, Principal Office; Other Offices Section 1. Name/Non-Profit Incorporation. This organization shall be called the Project Management Institute, South Western Ontario Chapter (PMI SWOC). This organization is a Chapter chartered by the Project Management Institute, Inc. (PMI) and separately incorporated as a non-profit, tax exempt corporation (or equivalent) organized under the laws of Ontario. Section 2. PMI SWOC shall meet all legal requirements in the jurisdictions in which it conducts business or is incorporated and registered. Section 3. Principal Office; Other Offices. The principal office of PMI SWOC shall be located in London in the Province of Ontario. PMI SWOC may have other offices such as Branch offices as designated by the PMI SWOC Board of Directors. Current active branches include Bruce Branch. Article II Definitions Section 1: For the purposes of this bylaw: A. PMI means the Project Management Institute Incorporated. B. PMI Membership Fee is the amount determined by PMI for annual membership in PMI. C. PMI SWOC is the Project Management Institute, South Western Ontario Chapter. D. Member means a person who is a member of PMI and is also a Chapter Member of PMI SWOC as evidenced by registration and fees payment (as applicable) through PMI. E. Board means the Board of Directors of the PMI SWOC. F. Director means a person elected by the Chapter Members or appointed by the Board to sit on the Board. The term Board Member may also be used to define a Director. In this context the term Director does not apply to Volunteers who hold positions defined by the Board as Director reporting to a Board Member. G. Officer means the President, Secretary, Vice President or positions designated as an Officer of the Corporation by the bylaws of PMI SWOC as defined in Article VI. An Officer may have separate privileges to a Director. H. PMI SWOC Membership Fee is the amount determined by the Board for annual membership in PMI SWOC and such fee may be collected by PMI on behalf of PMI SWOC. I. Quorum for Board meetings is a majority of the Officers of the Board, regardless whether they hold Board voting privileges. For example, the Secretary does not hold Board voting privileges, but the Secretary s attendance at the meeting may be necessary to ensure a quorum. Attendance is defined as attending in person, or by any form of remote conferencing (phone, video, internet etc) where the Officer can be positively identified. Page 3 of 19

4 J. Annual Meeting means a meeting of Members held for the purpose of appointing of auditors, presentation of financial statements of the Corporation, and such other matters properly brought before the meeting. The Annual Meeting shall be held no later than six (6) months after the termination of the previous fiscal year or as required by law. K. Quorum for a Meeting of Members where the Members are requested to vote on PMI SWOC business, is five per cent (5%) of the number of Members. Attendance must be in person or, by remote conferencing where the Member can be positively identified by a Board member present in person. L. Speaker means a person appointed by a Board member to preserve order during a meeting of the Members. M. Special Resolution means a resolution passed by the Directors and confirmed, with or without variation, by at least two thirds of the votes cast at a general meeting of the Members duly called for that purpose, or in lieu of such confirmation, by the consent in writing of the Members entitled to vote at such meeting. N. Fiscal Year means that period of time commencing on the 1st day of January and terminating on 31st day of December in each and every year or on such other dates as determined from time to time by Special Resolution. Article III Relationship to PMI Section 1. PMI SWOC is accountable 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 PMI SWOC may not conflict with the current PMI s Bylaws and all policies, procedures, rules or directives established or authorized by PMI, or PMI SWOC s Charter with PMI. Section 3. The terms of the Charter executed between PMI SWOC 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, PMI SWOC shall be governed by and adhere to the terms of the Charter. Article IV Purpose and Limitations of PMI SWOC Section 1. Purpose of PMI SWOC: A. General Purpose. PMI SWOC was founded as a non-profit; tax exempt corporation (or equivalent) chartered by PMI, and is dedicated to advancing the practice, science, and profession of project management in South Western Ontario in a conscious and proactive way; B. Specific Purposes. Consistent with the terms of the Charter executed between PMI SWOC and PMI, and these Bylaws, the specific purposes of PMI SWOC shall include the following: a. To foster professionalism in the management of projects. Page 4 of 19

5 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 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. Organizing meetings, symposiums, presentations and conferences on project management related topics and issues to provide continuing educational development for Members. g. Supporting and encouraging Members seeking to become a Project Management Professional certified by PMI. h. Providing educational programs to individuals to aid them in gaining and/or maintaining accreditation as a Project Management Professional; and i) Such other complementary purposes not inconsistent with the objects of the Corporation Section 2. Limitations of the PMI South Western Ontario Chapter. A. General Limitations. The purposes and activities of the South Western Ontario Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMI SWOC Articles of Incorporation. B. The membership database and listings provided by PMI to PMI SWOC may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the PMI SWOC, 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 and Officers of PMI SWOC shall be solely accountable for the planning and operations of the Chapter, and shall perform their duties in accordance with the Chapter s governing documents; its Charter Agreement; PMI s Bylaws, policies, practices, procedures, and rules; and applicable law. Article V PMI SWOC Chapter Membership Section 1. General Membership Provisions. A. Membership in PMI SWOC requires membership in PMI. PMI SWOC shall not accept as members any individuals who have not been accepted as PMI members. Membership in PMI SWOC 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. Page 5 of 19

6 B. Members shall be governed by and abide by the PMI Bylaws and by the bylaws of PMI SWOC and all policies, procedures, rules and directives lawfully made there under, including but not limited to the PMI Code of Conduct. C. All members shall pay the required PMI and PMI SWOC membership dues to PMI; in the event that a member resigns or their membership is revoked for just cause, membership dues shall not be refunded by PMI or PMI SWOC. D. Membership in PMI SWOC shall terminate upon the member s resignation, failure to pay dues or expulsion from membership for just cause. E. Members who fail to pay the required dues when due shall be delinquent for a period of one (1) month and their names removed from the official membership list of PMI SWOC. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and PMI SWOC to PMI within such one month delinquent period. F. Upon termination of membership in PMI SWOC, the member shall forfeit any and all rights and privileges of membership. Section 2. Classes and Categories of Members. PMI SWOC shall not create its own membership categories. PMI SWOC membership categories shall be consistent with PMI membership categories. Article VI PMI SWOC Board of Directors Section 1. PMI SWOC 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. The Board shall be elected by the membership and are members in good standing of PMI and PMI SWOC. Terms of office for the Directors shall be two years and limited to two consecutive terms in that position, staggered so that one-half of the board positions are elected each year. Section 3. Elected individuals are limited to four terms or eight years consecutively on the Board. If there is no individual willing or able to fulfill an open position on the Board resulting from this limit, that expiring officer may be re-elected for one additional term. Section 4. The Board shall consist of a minimum of five Directors and a maximum of twelve. Section 5. The Directors shall be solely accountable for the planning and operations of PMI-SWOC, and shall perform their duties in accordance with PMI SWOC s governing documents; the Charter Agreement with PMI; and applicable law. Section 6. Directors so elected shall hold office, subject to the provisions of this section and the provisions of the Corporations Act (Ontario), and Directors shall cease to be a Director if: A. At any time the Director shall become unsound of mind or be found by any court of competent jurisdiction to be mentally incompetent. B. The Director becomes bankrupt, makes authorized assignment for the general benefit of his or her creditors or is declared insolvent. Page 6 of 19

7 C. The Director ceases to be a Member. D. The Director submits a written resignation to the President or Secretary. E. The Director fails to attend three consecutive Board Meetings, or four Board Meetings within a twelve month period, at the discretion of the Board. F. The Director is removed from office by the Members. Section 7. The Members may by resolution, passed by at least two-thirds of the votes cast at a Members Meeting duly called and constituted, remove any Director before the expiration of his or her term of office. Section 8. In the event of a vacancy in the Board occurring by reason of death, resignation or inability to fulfill his or her obligations as a Director, or by reason of any increase in the number of the Board pursuant to a Special Resolution or by reason of any other cause (except removal by the Members), the Directors shall have the power to fill the resultant vacancy by resolution. Otherwise, any vacancy in the Board shall be filled by a vote of the Members at a meeting duly called for such purpose. Section 9. The Board of Directors may expel a Director from the Board if the Director is found to: A. Be involved in an illegal activity; or B. Be in violation of the PMI Code of Ethics; or C. Have participated in an inappropriate action as defined by the board. No Director shall be expelled from the Board without fair process. Expulsion shall be upon two-thirds vote of all Board Members in accordance with the operating procedures of the Board. Section 10. Every Director, who has, directly or indirectly, any interest in any contract or transaction to which PMI or PMI SWOC is or is to be a party, shall declare their interest in such contract or transaction at a meeting of the Board and shall, at that time, disclose the nature and extent of such interest and shall not vote in respect of such contract or transaction. Section 11. The Board may elect to leave a Director position vacant if the vacancy is created with less than 6 months left in the term of the Director. Section 12. Board members should not receive financial benefit personally or for their business for PMI SWOC chapter activities, such as soliciting membership for ideas/contents for their personal gain, asking their children to do work for chapter activities and paying them for it, soliciting or accepting presentation fees. If there is a unique situation for a Board member, the Board will discuss and vote on the matter. The Board member in question shall excuse themselves from both the discussion and the vote. Section 13. The Board shall exercise all powers of PMI SWOC, 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 PMI SWOC business and funds. Page 7 of 19

8 Section 14. 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 membership of the Board at any given time. Each member shall be entitled to one (1) vote and may take part and vote by teleconference, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. Section 15. If any Officer or Director position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. In the event the President is unable or unwilling to complete the current term of office, the President-Elect shall assume the duties and office of the presiding officer for the remainder of the term. Section 16. The President: The President shall be the chief executive officer for PMI SWOC 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: A. Act as chair of the Board of Directors. B. Ensure that the proper policies, procedures and people are in place to ensure that the chapter appropriately discharges its responsibility to legal and statutory governing bodies. C. Also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee. Is the primary contact with PMI Global, represents the chapter at the Regional and Global levels, and will be completely open and share information to the Board on all Regional and Global activities. D. Communicate information from PMI to PMI SWOC Board and PMI SWOC members. E. Ensure PMI policies and procedures are upheld as outlined in PMI Chapter Guidelines and Policies Manual. F. Maintain and deliver all permanent records to the position successor and maintain a file (or ensure a file is maintained) of all appropriate Chapter correspondence (meeting minutes, mailings, letters to the Chapter membership.) G. Assist the Board in developing an overall Chapter Strategy; direct, lead, and assist the Board in realizing that strategy. A Member may only serve as President for four (4) consecutive years. If passed by resolution of the Board, the Member may serve for one (1) additional year as President. Under no circumstances may a Member serve for more than five (5) consecutive years as President Section 17. President-Elect: The President-Elect shall be elected by the membership in a duly constituted Chapter election. The President-Elect shall be a Director of the Corporation and shall perform such duties and exercise such powers as the President or the Board may from time to time delegate or prescribe to him or her. In addition, during the absence or inability of the President to perform his or her duties and responsibilities, the President- Elect shall perform such duties and responsibilities. Section 18. Secretary: The Secretary shall be appointed by the Board. The Secretary shall be a non - voting Officer and shall perform such duties and exercise such powers as the President or the Board may from time to time delegate or prescribe to him or her. The Secretary keeps the records of all business meetings of PMI SWOC and meetings of the Board. Page 8 of 19

9 Section 19. VP Finance: The VP Finance oversees the management of funds for duly authorized purposes of PMI SWOC. Section 20. VP Professional Development. The VP Professional Development leads the strategic development and management of a program to provide Project Management education to PMI SWOC members and to members of the business community. The VP Professional Development also leads the development, scheduling and coordination of programs for PMI SWOC meetings and seminars. This includes defining relevant items on the chapter meeting agenda, coordinating program schedules, and locating speakers. Section 21. VP Technology: The VP Technology directs all PMI SWOC activities relating to the use of technology, including but not limited to websites, social media, computers, teleconferencing, and presentation equipment. The VP Technology shall also ensure appropriate security provisions exist. Section 22. VP Marketing and Communications. The VP Marketing and Communications directs all activities relating to the publicizing of PMI SWOC, the purposes and objectives PMI SWOC and of PMI, and to the general public. In addition to all internal and external communications of the chapter, the VP Marketing and Communications coordinates the various communication areas, supervise preparation of publications and communications for Chapter events and Programs, and acts as the liaison between any Communications Portfolio and the PMI SWOC Board. Section 23. VP Volunteers. The VP Volunteers manages the Volunteer portfolio. This portfolio matches volunteers who have indicated an interest in supporting PMI or PMI SWOC through an investment of time. Volunteers do not necessarily have to be members of PMI or PMI SWOC. Section 24. VP Programs The VP Programs develops, schedules and coordinates special programs for the chapter including the Annual Symposium, National Project Management Day and Project of the year as examples. This includes developing the chapter special programs, coordinating program schedules, and associated events. Section 25. VP Membership. The VP Membership maintains the PMI SWOC membership database using information supplied by PMI, and applies this information to meet the needs of PMI SWOC members. Section 26. VP Governance and Policy. The VP Governance and Policy, with guidance from the Board, defines governance and policy issues. This includes maintaining and enforcing chapter policies and bylaws. Currently in PMI SWOC this role is shared between the VP Finance for Finance activities, the Secretary for bylaws, Board and Annual General Meeting agendas and outcomes, and the President for other policies and enforcement. Section 27 Branch Presidents. Branch Presidents execute the Chapter strategy in a particular geographic region within PMI SWOC. There is one Branch currently active within PMI SWOC, the Bruce Branch. The Bruce Branch President reports to the PMI SWOC President and has voting privileges on the PMI SWOC Board. Branch Presidents are subject to the same election and appointment criteria as any other Board member; in other words, they shall be elected; and if an opening is available, they shall be appointed according to Article VIII of the Bylaws. Membership on the Board by the Branch President validates the Branch status, provides recognition of support by PMI SWOC to the Branch, and shows that the Branch is an integral part of PMI SWOC value to its members. Accountability of the Branch to PMI SWOC is reinforced by the presence of the Branch President or their delegate on the Board. Branch operations can be hindered by the geographic distances imposed. Therefore the chain of responsibility must be clearly understood and communicated to all parties so that PMI SWOC Board and Branch President maintain control and accountability for all operations. Branch Chapters will select their own VPs for their branch. Page 9 of 19

10 They are regular Chapter members appointed to a Branch VP role to assist in Branch activities. They do not have voting rights on the PMI SWOC Board. The VP of a Branch has direct reporting to the Branch Chapter President and may have dotted-line responsibility to PMI SWOC VP of that portfolio. To require the physical presence of the Branch President at every Board meeting may impose an unreasonable burden because of the physical distances involved. Alternatives may be used to facilitate attendance, such as conference calls, webinars, the use of a delegate, or movement of the Board meeting outside of the regular locale for meetings. Section 28 Past President. The Past President provides assistance to the President as needed. The Past President assures continuity is maintained in all areas of the organization. The Past President does not have voting privileges on the Board. Section 29 Board of Directors Voting Rights. Board members holding a position designated as Officer, including President, Branch President, or any Vice President, shall have one vote on the Board of Directors. The Past President, Secretary, and any Board member holding a position not designated as an Officer, do not have voting privileges on the Board of Directors. Section 30 Volunteer Directors. The term Director may be applied to volunteers who execute their roles under the direction of a VP or other Officer of the Board. Such a volunteer Director is not a member of the Board of Directors (and does not have voting privileges on the Board) unless specifically designated by the Board. Article VII PMI SWOC Nominations and Elections Section 1. The nomination and election of Directors shall be conducted annually in accordance with the terms of office specified in Article VI. All voting Members in good standing of PMI SWOC 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, or one month following their election, and shall hold office for the duration of their terms or until their successors have been elected and qualified. Section 3. A Nominating Committee shall prepare a slate containing nominees for the Board and shall determine the eligibility and willingness of each nominee to stand for election. Candidates for the Board may also be nominated by petition process established by the Nominating Committee or the Board. Elections shall be conducted by electronic vote in compliance with the legal jurisdiction. The candidates who receive the majority of votes cast for the board shall be elected. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board. For Branch President, they shall be elected at the branch level and become a member of the PMI SWOC Board. Section 4. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee. Section 5: 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, SWOC or any public office. No organized electioneering, communications, fund-raising or other organized activity on behalf of a candidate shall be permitted. The Chapter Nominating Committee, or other applicable body designated by the Component, will be the sole distributor(s) of all election materials for Component elected positions. Page 10 of 19

11 Article VIII Appointment and Removal of Board Members Section 1. At the first meeting of the Board after each election or from time to time, the Board shall appoint for a term of up to two years the Secretary of the Board. The Secretary of the Board must be a member of PMI SWOC. Section 2. At the first meeting of the Board after each election, or from time to time the Board may appoint an Assistant Secretary, and such other Officers, Directors, agents, lawyers or accountants as may be necessary. Any Director or Officer appointed under this paragraph, must, with the exception of the accountant and lawyer, be a Member of PMI SWOC. Section 3. The Board may from time to time remove any or all of the Officers, Directors, assistants, agents, lawyers or accountants and fix the remuneration (if any), to be paid to any Officer, assistant, agent or accountant elected or appointed in accordance with the preceding paragraph. Article IX Committees Section 1. The Board may authorize the establishment of standing or temporary committees to advance the purposes of the organization. The Board shall establish a charter for each committee, which defines its purpose, authority and outcomes. Committees are responsible to the Board. Committee members shall be appointed from the membership of the organization. PMI SWOC officers and/or Directors can serve on these Committees, unless it specifically is restricted by the Bylaws. Section 2. All committee members and a chairperson for each committee shall be appointed by the board member accountable for that committee. Article X Financial Activities Section 1. The fiscal year of PMI SWOC shall be from 1 January to 31 December. Section 2. PMI SWOC annual membership dues shall be set by the Board and communicated to PMI in accordance with policies and procedures established by PMI. In the event of an increase, VP Membership or the VP Finance shall send a notice to existing membership 60 calendar days prior to effective date. Section 3. The PMI SWOC Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities, i.e. Revenue of Canada (GST) and Minister for Finance (Year-end taxation). Section 4. All dues billings, dues collections and dues disbursements shall be performed by PMI. Section 5. All invoices received by PMI SWOC are to be satisfied within 30 days. Section 6. Signing authorities: PMI SWOC will have three Board members with appropriate signing authorities, including the President, VP Finance and one other Board of Director member with signing authority as designated by the Board. Page 11 of 19

12 Article XI Board Meetings Section 1. Matters considered by the Directors at a Board meeting shall be decided by a majority of the votes cast on the question and in the case of an equality of votes the President shall have an additional vote. Section 2. Meetings of the Board may be called by the President or by a majority of Directors at such time and place as the persons calling the meeting may determine or as may be fixed by a resolution of the Board. Section 3. Except as set out hereinafter, notice of the holding of a meeting of the Board shall be given by mailing, telephoning, facsimile transmittal, electronic mailing, or delivering such notice to the last known address of each Director at least seven (7) calendar days, excluding the day on which the notice is delivered, prior to the day fixed for such meeting. A meeting of the Board may be held without notice provided that all the Directors are present or those absent waive notice in writing or otherwise signify in writing, or electronic mail, their consent to the meeting being held in their absence. Section 4. At any meeting at which Directors have been elected to fill vacancies on the Board, no notice of such meeting shall be necessary to the proposed Directors. Article XII Membership Meetings Section 1. Special Meetings A. An annual meeting of the membership shall be held at a date and location to be determined by the Board. B. Special meetings of the membership may be called by the President, by a majority of the Board, or by petition of ten percent (10%) of the voting membership directed to the President. C. Notice of all annual meetings shall be sent by the Board to all members at least 21 calendar days in advance of the meeting. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting. D. Notice of all special meetings shall be sent by the Board (VP Communications) in advance to those who will participate. The notice should 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. E. Quorum at all annual and special meetings of PMI SWOC shall be five percent (5%) of the voting membership in good standing, present and in person. F. All meetings shall be conducted according to parliamentary procedures determined by the rules contained in the latest Modern Edition of Robert s Rules of Order in all cases where they are not inconsistent with this bylaw and any special rules of order that the PMI-SWOC may adopt. G. Chapter Members are entitled to one vote on each matter to be decided by Members. H. Every matter submitted to any meeting of Members shall be decided in the first instance by a show of hands. After a show of hands, the Chair of the Meeting may require, or any Chapter Member present in person and entitled to vote may demand, a Poll. A Poll means a counting of the votes cast on an Page 12 of 19

13 issue before the membership. Unless a Poll is so required or demanded, a declaration by the Chair of the Meeting that a resolution has been carried or not carried shall be sufficient evidence of the fact without proof of the number of proportion of the votes recorded in favor of or against such resolutions. I. At any meeting of Members, all matters proposed for the consideration of the Members shall, unless otherwise required by statute, the letters patent or bylaws of the PMISWOC, be determined by the majority of the votes duly cast on the matter, so long as the quorum requirement was met. In the case of a tie, the matter does not carry. Section 2. Regular Member Meetings A. The Meetings of the Membership shall be held at such place and at such time as Directors may determine, subject to requirements of the Corporations Act R.S.O. 1990, as amended. B. Meetings of the Members of the PMI-SWOC may be called by Members in accordance with the provisions of the Corporations Act R.S.O. 1990, as amended, by order of the President or upon a resolution passed by the Board, in accordance with this bylaw. C. A printed, written or typewritten notice of a meeting of Members, stating the day, hour, and place of meeting and the general nature of the business to be transacted shall be delivered or sent by electronic and/or letter mail to all Members, postage prepaid if applicable, at least fifteen (15) calendar days, including the day on which the notice is mailed and the day of the meeting, prior to the proposed meeting. Notice will be deemed to be served ten (10) days after the notice has been mailed. Any notice that contains an error or omission, but is not materially incorrect, shall be considered valid. D. Any meeting may be adjourned from time to time by the Chairperson of the meeting, with the consent of the meeting, to a fixed time and place. Notice of any adjourned meeting of Members is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The Members who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If a quorum is not present at the adjourned meeting, the original meeting shall be deemed terminated at the time of the adjournment. Any business, which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same, may be brought before or dealt with at any adjourned meeting. E. The majority of Members present at a meeting, so long as the meeting was properly constituted, may adjourn the meeting to a fixed time and place. Article XIII Conflict of Interest Section 1. No member of PMI SWOC shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of PMI SWOC, except as otherwise provided in these bylaws. Section 2. No officer, director, appointed committee member or authorized representative of PMI SWOC shall receive any compensation, or other tangible or financial benefit for service on the Board. Page 13 of 19

14 Section 3. Every Director, who has, directly or indirectly, any interest in a contract or transaction to which the Corporation is or is not to be party, shall declare the Director s interest, including the nature and extent of such interest, in such contract or transaction at the earliest opportunity at a meeting of the Board and, in respect of such contract or transaction, shall not vote on such contract or transaction and shall not be counted in the quorum at the time of the vote. Section 4. PMI SWOC may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of PMI SWOC and any corporation, partnership, association or other organization in which one or more of PMI SWOC 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: 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 PMI SWOC and complies with the laws and regulations of the applicable jurisdiction in which PMI SWOC is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the board of directors. Section 5. All officers, directors, appointed committee members and authorized representatives of PMI SWOC shall act in an independent manner consistent with their obligations to PMI SWOC and applicable law, regardless of any other affiliations, memberships, or positions. Section 6. All officers, directors, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which PMI SWOC 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 XIV Indemnification Section 1. In the event that any person who is or was an officer, director, committee member, or authorized representative of PMI SWOC, acting in good faith and in a manner reasonably believed to be in the best interests of PMI SWOC 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. Page 14 of 19

15 Section 3. To the extent permitted by applicable law, the PMI SWOC 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 South Western Ontario Chapter, or is or was serving at the request of PMI SWOC 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 XV Disciplinary Procedures Section 1. The Grounds for Discipline which will give rise to Disciplinary Committee action are: A. Breach of or non-compliance with the rules or bylaws of PMI SWOC; B. Acceptance by any Member of PMI SWOC of any direct or indirect benefit which is attributable to their status as a Member of PMI SWOC, except such benefits as are provided for in the bylaws of the PMI SWOC, where such direct or indirect benefit is not available to the general membership; C. Violation of the Code of Ethics of PMI Global; D. Any other conduct which is contrary to the best interests of the PMI SWOC; or E. Any other conduct which, in the reasonable opinion of the Board, is deemed unacceptable. Section 2. The Chair of the Disciplinary Committee shall be appointed by the Board. The Chair of the committee shall appoint two (2) additional persons from among the Members to serve on the committee. Directors or Officers are not eligible to sit on a Disciplinary Committee. Section 3 Where any Member alleges that the conduct of another Member conforms with any of the provisions of Section 1 above, the Member shall file a written complaint with the Chair. Such complaint shall set out with reasonable particularity the alleged misconduct of the other Member. Section 4. The date of such conduct filed in the written complaint shall have occurred within the preceding four (4) years, otherwise the Chair shall take no action. Section 5. The Chair, upon receipt of the written complaint shall review the written complaint and thereupon may take any of the following actions: A. Request an explanation in writing from the Member who is alleged to have been engaged in the alleged misconduct; B. Without a hearing, issue a warning or attempt resolution or take no action, provided that the reasons for taking no action shall be given to the Member who filed the written complaint.; and C. Establish a Disciplinary Committee hearing, which shall include the Chair and two (2) Members. Section 6. Where the Chair establishes a Disciplinary Committee Hearing pursuant to this section, the Chair of the Disciplinary Committee shall give written notice of the Disciplinary Committee Hearing to the Member whose alleged misconduct is the subject of the complaint, the person who filed the written complaint and any other persons as the Chair may designate as parties to the Disciplinary Committee Hearing. Such notice shall specify: Page 15 of 19

16 A. The date, time and place of the Disciplinary Hearing; B. The rules applicable to the Disciplinary Hearing including provision for both the Member who is the subject of the complaint and the Member who filed the written complaint to present their oral, written and other evidence to all participants at the hearing, and C. The nature of the complaint. Section 7. The Disciplinary Committee shall, after conducting a hearing, make one of the following determinations: A. No Grounds for Discipline; or B. Grounds for Discipline Section 8. The Disciplinary Committee, after having found sufficient Grounds for Discipline, may with respect to all or any of the privileges of any Member and for such length of time as the Disciplinary Committee sees fit: A. Revoke or suspend such privileges; and/or B. Attach such conditions to the further exercise by the Member of such privileges as seen fit; and/ or, C. Issue a reprimand; and/or D. Remove PMI SWOC member privileges (such as website access, communications, discount rates, etc.) and/or, E. Recommend further disciplinary action under the Code of Ethics of PMI (forwarding a complaint to PMI Global). Section 9. Decisions of the Chair or the Disciplinary Committee are subject to appeal to the Board by any party. Upon completion of an action by the Chair or the Disciplinary Committee, the Chair shall provide a written report to the Board. Article XVI Amendments Section 1. These bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing present at an annual or special meeting of PMI SWOC duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by or mail ballot returned within 21 calendar days before the date by which members can reasonably be presumed to have received the ballot. Notice of proposed changes shall be sent in writing to the membership at least 21 calendar 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, and the PMI SWOC Charter with PMI. Page 16 of 19

17 Article XVII Rules and Regulations The Board may from time to time, make rules and regulations, not inconsistent with the bylaws of the PMI-SWOC, with respect to the carrying out of the provisions of the bylaws, and the Board may, from time to time, repeal or amend any such rules and regulations. Article XVIII Books and Records Section 1. Books and records of the PMI-SWOC shall be kept in a fire-safe box at the head office of the PMI- SWOC or at such other place in the City of London as the Board sees fit, and shall at all times be open to inspection by the Directors and any Member of the PMI-SWOC. Bruce Branch books shall be kept in the City of Kincardine or such other place as the board deems fit. Section 2. Bylaws are to be updated every 3-4 years. Next date for review is September, Article XIX Auditors Section 1. The VP Finance has accountability to the Board for this activity. Section 2. The Chapter Members at each Annual Meeting shall appoint an auditor to audit the accounts of the Corporation for report to Members and such auditor shall hold office until the next Annual Meeting; however, the Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Members or by the Directors, if they are authorized to do so by the Members, and the remuneration of an auditor appointed by the Directors to fill a casual vacancy shall be fixed by the Directors. The Chapter Members may, by resolution passed by at least two-thirds of the votes cast at a general meeting whose notice included intention to pass the resolution, remove any auditor before the expiration of the auditor s term of office and shall, by a majority of the votes cast at that meeting, appoint another auditor in such auditor s stead for the remaining duration until the next annual meeting. Article XX Contracts, Reimbursements, Expenditures Section 1. Directors, Officers or Members shall not be entitled to remuneration for service to the PMI SWOC, but shall be entitled to be reimbursed for reasonable expenses incurred on behalf of the PM SWOC in fulfilling their duties. Section 2. The Board shall approve expenditures, contracts, and other commitments to be made by Directors, Officers or Members. Section 3. Approved contracts, documents, or any instrument in writing requiring the written authorization of PMI SWOC may be signed by one of the President, VP Finance, or a person who shall be appointed from time to time by the Board to sign, in writing on behalf of the PMI SWOC, such contract, document or instrument in writing. Section 4. Reimbursements to Members shall be approved by any two (2) of the President, Vice President of Finance, or other authorized Director with signing authority. Page 17 of 19

18 Section 5. Reimbursements to Members and Directors will only be paid after submission of the original receipt or invoice submitted to the Vice President of Finance. Article XXI Interpretation In the bylaws of PMI SWOC, words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; letters patent shall include supplementary letters patent; The Corporations Act shall mean The Corporations Act (Ontario) as amended. Article XXII Dissolution Section 1. In the event that PMI SWOC or its governing officers failed to act according to these bylaws and PMI SWOC or all PMI policies, procedures, and rules outlined in the charter agreement, PMI has a right to dissolve PMI SWOC. In event that a PMI SWOC Branch or its governing officers failed to act according to these bylaws, SWOC Chapter policies, or all PMI policies, procedures, and rules outlined in the Chapter s charter agreement with PMI, PMI SWOC has a right to close the branch. Section 2. In the event PMI SWOC fails to deliver value to its members as outlined in PMI SWOCs business plan and without mitigated circumstances, PMI SWOC acknowledges that PMI has a right to dissolve PMI SWOC as per the terms of the Charter. Section 3. In the event PMI SWOC is considering to dissolve PMI SWOC, PMI SWOC s Board of Directors must notify PMI in writing and follow the Chapter dissolution procedure as defined in PMI s policy. Section 4. Should PMI SWOC dissolve for any reason, its assets shall be dispersed to a charitable organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements. A. In the event of closing a Branch, Branch funds are to be returned to PMI SWOC. B. In the event of closing a Branch, the Chapter will close the Sub-ledger account of the Branch. Page 18 of 19

19 Article XXIII Application of Bylaws Amended in 2013 This Bylaw as amended and approved by Members at a meeting of Members on November 20, 2013, shall take effect immediately. WITNESS the Corporate Seal of the PMI SWOC Incorporated and the hands of its President and the Secretary duly authorized in that behalf this 20 th day of November, President Danelle Peddell, PMI ACP, PMP Secretary David Sumpton, MBA, M.Eng., P.Eng., PMP END OF BYLAWS Page 19 of 19