AMENDED BY-LAWS OF PROJECT MANAGEMENT INSTITUTE PHILIPPINES CHAPTER INC. Name of Corporation ARTICLE I Relations with Project Management Institute, Incorporated Section 1. Affiliate of Project Management, Institute, Incorporated --- The association is the Philippines chapter (hereinafter the association ) and affiliate of Project Management Institute, Incorporated (hereinafter PMI ), a world-wide, non-profit, professional organization representing its members and through them, the practice and profession of project management. (As Amended on.) The association shall abide by the Charter Agreement entered with PMI as well as the policies, procedures, rules and directives of the latter as may be lawfully adopted and not contrary to the laws of the Philippines. (As Amended on.) Section 2. Use of Membership Database --- The membership database and listings provided by PMI to the association may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the association 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. (As Amended on.) Section 3. Sole accountability of the officers and trustees of the association --- The officers and trustees of the association shall be solely accountable for its planning and operations, and shall perform their duties in accordance with the association s governing documents, its Charter Agreement, and not contrary to PMI s By-Laws, policies, practices, procedures, and rules; and applicable law. (As Amended on.) Section 4. Dissolution -- In the event that the association is considering dissolving its incorporation, the members of the Board of Trustees must notify PMI in writing and follow the chapter dissolution procedure as defined in PMI s policy insofar as it is not contrary to Philippines law. (As Amended on.)
ARTICLE II Meetings Section 1. Annual Meetings The annual meetings of the members shall be held at a designated venue in the month of June of each year.. (As amended on ) Section 2. Special Meetings Special meeting may be called as the need thereof arises, by the Board of Trustees or the President or upon petition of 1/3 of the general membership.. (As amended on ) Section 3. Notices Notices of the date, time and place of annual meeting of the members shall be given either personally or by email at least one month before the date set for such meeting. For special meetings, the notice may be communicated at least seven days before the meeting personally or by telephone, or by email, if contact is not possible. The notice of every special meeting shall state briefly the purpose or purposes of the meeting. No other business shall be considered at such meeting, except with the consent of all the members present thereat. (As amended on ) Section 4. Waiver of Notice Notice of meeting may be waived verbally by any member attending it. Section 5. Quorum A quorum for any meeting of the members shall consist of ten percent of the voting membership in good standing, present and in person and by proxy, and a majority of such present may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion. (As amended on ) Section 6. Conduct of Business All meetings shall be conducted according to parliamentary procedures determined by the Board. (As amended on ) Section 7. Order of Business The order of business at the annual meeting of the members shall be as follows: a. Proof of service of the required notice of the meeting, except when such notice is waived by the members constituting a quorum. b. Proof of the presence of a quorum. c. Reading and approval of the minutes of the previous annual meeting, except when such reading is dispensed with by a majority vote of those present. d. Unfinished business. e. Report of the President. f. Election of the Trustees for the ensuing year. g. Other matters.
The order of business at any meeting may be changed by a vote of a majority of the members present. Section 8. Voting Proxy Members shall be entitled to one vote, and they may vote either in person or by proxy, which shall be in writing and filed with the Secretary of the Association before the scheduled meeting. ARTICLE III Trustees Section 1. Board of Trustees The corporate powers of the association shall be exercised, its business conducted and its property controlled by the Board of Trustees. The Board of Trustees shall be responsible for carrying out the purposes and objectives of the association. The Board shall exercise all powers of the association, except as specifically prohibited by these By-Laws, the PMI By-Laws and policies, its charter with PMI and the laws of the Philippines. The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these By- Laws and PMI By-Laws and policies, and to exercise authority over all association business and funds. (As amended on ) Section 2. Qualifications No members shall be eligible for election to the Board of Trustees unless he has the following qualifications: 1. Keep his/her annual membership active 2. Remains in Good standing with PMI and the Chapter. Section 3. Meetings -- The Board of Trustees shall meet at least once a month. The Board shall meet at the date called by the President, or at the written request of three (3) members of the Board. A quorum shall consist of a majority 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 in person only. At its discretion, the Board may conduct its business by teleconference or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. (As amended on ) Section 4. Secretary The Secretary shall give all the notices required by these by-laws and keep the minutes of all meetings of the members and of the Board of Trustees and of all meetings of all members in a book kept for the purpose. He shall keep the seal of the association. Section 5. Disqualification of Directors, Trustees or Officers No member convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of this code, committed within five (5) years prior to the date of his election or appointment, shall qualify as a trustee or officer.
Section 6. Declaration of Vacancy in the Board -- The Board of Trustees shall declare a position of the trustee to be vacant where the trustee ceases to be a member in good standing of the association by reason of non-payment of dues, or in the event of death, resignation or physical incapacity of the trustee. A trustee or officer may resign by submitting a written notice to the President or the Corporate Secretary. 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. (As amended on ) Section 7. Removal of Trustee --- A trustee may be removed from office for just cause in connection with the affairs of the organization by a vote of at least two-thirds the voting members at a meeting duly called for that purpose. (As amended on ) Section 8. Filling up of Vacancy in the Board --- If any trustee position becomes vacant, the remaining trustees, if still constituting a quorum, may appoint a successor to fill up the office for the unexpired portion of the term for the vacant position. (As amended on ) Section 9. Nomination and Election of Trustees. The nomination and election of the Board of Trustees shall be conducted every two years during the annual meeting of the association. All voting members in good standing of the association 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 disability is prohibited, provided that the nominee is legally qualified to be elected as trustee. (As amended on ) Section 10. Nominating Committee. A Nominating Committee shall prepare a slate containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election. Candidates for Board position may also be nominated by petition process established by the Nominating Committee or the Board. Elections shall be conducted during the annual meeting of the membership or by other means allowed by law. Candidates receiving the highest number of votes shall be elected (As amended on ) Section 11. Prohibition on use of association funds to support candidates. No funds or resources of the association may be used to support the election of any candidate or group of candidates for the Board. No other type of organized electioneering, communications, fund-raising or other organized activity in behalf of a candidate s hall be permitted. The Nominating Committee shall be the sole distributor of all election materials for the election of the Board of Trustees. (As amended on ) Section 12. Nominating Committee Disqualifications. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee. No current member of the Board of Trustees may serve on the Nominating Committee. (As amended on )
Section 13. Committees --- The Board of Trustees 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. Committee membership shall be appointed from the membership of the association. All committee chairpersons and members shall be appointed by the President with the approval of the Board of Trustees. (As amended on ) ARTICLE IV Officers Section 1. Officers The officers of the association shall consist of at least a President, a Vice-President, a Secretary, a Treasurer and an Auditor. They shall be elected by the Board of Trustees from among themselves. The Board may combine compatible offices in a single person. Section 2. Term of Office of Officers The term of office for all officers of the association shall be for two years and until their successors are duly elected and qualified. All officers may be elected to the same board position for no more than 4 consecutive terms, and for no more than 5 consecutive terms on the board in general. (As amended on ) Section 3. Independence of Officers --- All officers, trustees, appointed committee members and authorized representatives of the association shall act in an independent manner consistent with their obligations to the association and applicable law, regardless of any other affiliations, memberships, or positions. (As amended on ) Section 4. Disclosure of Financial Interest. All officers, trustees, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the association 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. (As amended on ) ARTICLE V Functions & Powers of Officers Section 1. President The President shall be the Chief Executive Officer of the association. In addition to duties as such, he shall preside in all meetings of the Board of Trustees and those of the members of the association.
He shall execute all resolutions and/or decision of the Board of Trustees. He shall be charged with directing and overseeing the activities of the association. He shall appoint and have control over all employees of the association, review and approve expense vouchers. Together with the Secretary of the association, he shall present to the Board of Trustees and the members an annual budget and, from time to time as may be necessary, supplemental budgets. He shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annual meeting, a complete report of the activities and operations of the association for the fiscal year under his term. Section 2. Vice-President The Vice-President if qualified, shall exercise all powers and perform all duties of the President during the absence or incapacity of the later and shall perform duties that maybe assigned by the board of directors. Section 3. Secretary The secretary shall give all the notices required by these by-laws and keep the minutes of all meetings of the members and of the Board of Trustees and of all meetings of all committees, in a book kept for the purpose. He shall keep the seal of the association and affix such seal to any paper or instrument requiring the same. He shall have custody of the correspondence files and all other papers that are to be kept by the Treasurer. He shall maintain the members register, have charge of the bulletin board at the principal office of the association. He shall also perform all such other duties and work as the Board of Trustees may from time to time assign to him. Section 4. Treasurer The Treasurer shall have charge of the funds, receipts and disbursements of the association. He shall keep all moneys and other valuables of the association in such bank or banks as the board of Trustees may designate. He shall keep and have charge of the books of accounts which shall be open to inspection by any member of the Board of Trustees, whenever required, an account of financial condition of the association and of all transactions made by him as Treasurer. He shall also perform such other duties and functions as may be assigned to him from time to time by the Board of Trustees. He shall post a bond in such amount as may be fixed by the Board of Trustees. Section 5. Auditor He shall audit and examine the association s records and operations. He shall also perform other functions as may be provided for by the Board of Trustees. (As amended on ) ARTICLE VI Members Section 1. General Membership Provisions --- Membership in the association requires membership with PMI. The association shall not accept as members any individuals who have not been accepted as PMI members. Membership in this
association is voluntary and shall be open to any eligible person interested in furthering the purposes of the association. 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. (As amended on ) Section 2. Rights of Members A member shall have the following rights: a. To exercise the rights to vote on all matter relating to the affairs of the association; b. To be eligible to any elective or appointive office of the association; c. To participate in all deliberations/meetings of the association; d. To avail of all the facilities of the association; e. To examine all the records or books of the association during business hours. Section 3. Duties and Responsibilities of the Members A member shall have the following duties and responsibilities: a. To obey and comply with the by-laws, policies, directives, rules and regulations that may lawfully be promulgated by the association from time to time, including the PMI Code of Conduct; (As amended on ) b. To pay membership dues and other assessments of the association. (As amended on ) Section 4. Prohibition on compensation --- No member of the association shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the association, except as otherwise provided in these by-laws and for services rendered for the benefit of the association as approved by the Board of Trustees. No officer, unless an employee of the association, trustee, appointed committee member or authorized representative of the association, shall receive any compensation, or other tangible or financial benefit for service on the Board of Trustees. However, the Board of Trustees may authorize payment by the association of actual and reasonable expenses incurred by an officer, director, committee member or authorized representative regarding attendance at Board meetings and other approved activities. (As amended on ) Section 5. Conflict of Interest situations. The association may engage in contracts or transactions with members, elected officers or trustees of the Board of Trustees, and any corporation, partnership, association or other organization in which one or more of the association s trustees, officers, appointed committee members or authorized representatives are: directors, or officers, have a financial interest in, or are employed by the other company or 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 Trustees prior to the commencement of such contract or transaction; b) the Board of Trustees in good faith approves the contract or transaction by a majority vote of the trustees who do not have an interest in the transaction or contract; c) the contract is fair and reasonable under the circumstances and not contrary to law; d) in case of an officer, the contract has been previously authorized by the Board of Trustees; Where any of the conditions under b) and c) is absent, in the case of a contract with a trustee, such contract may be ratified by a vote of two-thirds of the members in a meeting called for the purpose; provided, that full disclosure of the adverse interest of the trustee involved is made in such meeting; provided, however, that the contract is fair and reasonable under the circumstances. (As amended on ) ARTICLE VII Suspension, Expulsion and Termination of Membership Section 1. Suspension, expulsion and termination of membership. Membership in the association shall terminate upon the member s resignation, failure to pay dues or expulsion from membership for just cause. Members who fail to pay the required dues when due shall be listed as delinquent for a period of one (1) month and their names removed from the official membership list of the association. A delinquent member may be reinstated by payment in full of all unpaid dues to the association within such one month delinquent period. Upon termination of membership, the member shall forfeit any and all rights and privileges of membership. (As amended on ) Section 2. Procedure for Suspension or Expulsion of Member. Any member of the association may file charges against a member by filing a verified complaint with the Secretary of the association. The Board of Trustees shall call a special meeting of the members to consider the charges. The affirmative vote of 1/3 of all the members of the association shall be necessary to suspend a member; Provided that where the penalty is expulsion, the affirmative vote of 2/3 of all the members shall be necessary to expel a member.
ARTICLE VIII Fund Section 1. Fees and Dues Every member of the association shall, in addition to the membership fee pay dues and/or assessments that may be imposed by the association from time to time. Section 2. Disbursements and Management of Finances Withdrawal from the funds of the association, whether by check or any other instrument shall be signed by the Treasurer and countersigned by the President. If necessary, the Board of Trustees may designate other signatories. The Board of Trustees shall establish policies and procedures to govern the management of its finances and shall submit the required tax returns to the appropriate government authorities. (As amended on ) Section 3. Fiscal Year The fiscal year of the association shall be from January 1 st to December 31 st of each year. ARTICLE IX Corporate Seal Section 1. Form The corporate seal of the association shall be in such form and design as may be determined by the Board. ARTICLE X Branches of the Association Section 1. Establishing a Branch ---- Upon written permission granted by PMI via the charter agreement, the association is permitted to organize its members who reside in geographically limited areas in groups ( branch ) for the purpose of delivering its services locally. A branch of the association shall be governed by these by-laws and shall conduct its business in compliance with the policies and procedures of the association. Branches shall abide by the limitations consistent with the association s charter agreement with PMI. (As amended on ) Section 2. Geographic Area --- Each branch formed to service a defined geographic area will not extend its services beyond the geographic boundaries defined of the association. (As amended on ) Section 3. Branch chairman ---. The branch chairman shall either be a member of Board of Trustees of the association, or a committee chairman and shall report to a trustee who is assigned to oversee the branches of the chapter. (As amended on )
ARTICLE XI Amendments of the By-Laws Section 1. Amendments These by-laws, or any provision thereof, may be amended or repealed by a majority vote of the members and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose, Provided, that twothirds(2/3) of the members of the association may delegate to the Board of Trustees the power to amend or repeal any by-laws or adopt new by laws; Provided further, that any power delegated to the Board of Trustees to amend or repeal any by-laws or adopt new by-laws shall be considered as revoked whenever a majority of the members shall so vote at a regular or special meeting. (As amended on ) Section 2. Proposal of Amendments --- Amendments may be proposed to the members by the Board of Trustees on its own initiative. Amendments may also be proposed for the consideration and approval by the Board of Trustees and thereafter, by the members upon petition by ten percent (10%) of the voting members in good standing. (As amended on ) ARTICLE XII Conflict Resolution Program Procedures Section 1. Conflict Resolution Procedure Among Members ---- The association shall encourage amicable and expeditious settlement of any conflicts or disputes among its members. In order to facilitate and expedite conflict resolutions among the members of the association, the association adopts for implementation the PMI s Conflict Resolution Program Procedures, including the PMI Mediation Process. The Board of Trustees may enact and approve other rules and procedures for conflict or dispute resolution among its members. (As amended on ) Adopted this 6 th day of June 1996, in San Juan, Metro Manila by the affirmative vote of the undersigned members representing a majority of the members of the association in a special meeting duly held for the purpose. (Note: 1. If filed with Articles of Incorporation, should be signed by all incorporators; 2. If filed after incorporation, should be signed by majority of the members and should submit director s certificate for the adoption of the bylaws) RUBERTO KAPUNAN III LYDIA T. MORALES
RAY ALFONSO G. LAMDAGAN FRANCIS M. DOLOR EFREN G. BANTOG EPHREM S. JASMIN CARMELO S. DOROTHEO FIDE S. CORREA CASILA S. GANIHONG G. LYLA A. PIO-RODA JOSE A PALAC EDILBERTO N. GARCIA