Project Management Institute
Kentucky Bluegrass Chapter Bylaws

Document Information and Revision History

Bylaws

Article I – Name, Principal Office; Other Offices.

Section 1. Name/Non-Profit Incorporation.

This organization shall be called the Project Management Institute, KENTUCKY BLUEGRASS CHAPTER, Incorporated (hereinafter “the KENTUCKY BLUEGRASS CHAPTER”). This organization is a Chapter chartered by the Project Management Institute, Inc. (hereinafter “PMI®”) and separately incorporated as a non-profit, tax exempt corporation (or equivalent) organized under the laws of KENTUCKY. ALL Components formed within the United States must be incorporated as 501(c) (6) organization.

Section 2. The KENTUCKY BLUEGRASS CHAPTER shall meet all legal requirements in the jurisdiction(s) in which the KENTUCKY BLUEGRASS CHAPTER conducts business or is incorporated/registered.

Section 3. Principal Office; Other Offices.

The principal office of the CHAPTER shall be located in LEXINGTON in the COMMONWEALTH of KENTUCKY. The KENTUCKY BLUEGRASS CHAPTER may have other offices such as Branch offices as designated by the KENTUCKY BLUEGRASS CHAPTER Board of Directors.
  

Article II – Relationship to PMI.

Section 1. The KENTUCKY BLUEGRASS CHAPTER is responsible to the duly elected PMI® Board of Directors and is subject to all PMI® policies, procedures, rules and directives lawfully adopted.

Section 2. The bylaws of the KENTUCKY BLUEGRASS CHAPTER may not conflict with the current PMI’s Bylaws and all policies, procedures, rules or directives established or authorized by PMI as well as with the KENTUCKY BLUEGRASS CHAPTER’s Charter with PMI.

Section 3. The terms of the Charter executed between the KENTUCKY BLUEGRASS 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 KENTUCKY BLUEGRASS CHAPTER shall be governed by and adhere to the terms of the Charter.

Article III – Purpose and Limitations of the KENTUCKY BLUEGRASS CHAPTER.

Section 1. Purpose of the KENTUCKY BLUEGRASS CHAPTER.

A.  General Purpose. The Chapter has been 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 general and as specifically applied to the members which the Chapter serves in a conscious and proactive manner.

B.  Specific Purposes. Consistent with the terms of the Charter executed between the KENTUCKY BLUEGRASS CHAPTER and PMI and these Bylaws, the purposes of the KENTUCKY BLUEGRASS CHAPTER shall include the following:

a) Encourage and facilitate education, certification and professionalism in project management.

b) Provide a forum for discussion and examination of problems, solutions, applications and ideas related to project management.

c) Foster communication between public and private sectors regarding project/program management.

d) Disseminate information regarding developments in project management within the Chapter’s primary area of operation.

e) Advance the PMI mission and objectives within the Kentucky Bluegrass area.

f) Develop a growing and committed membership of local project management professional through on-going recruiting.

g) Promote professional project management principles, processes and techniques with local business, governments, universities, professional associations and non-profit charities.

h) Support and enhance project management professionalism by developing and providing quality programs based on local project manager, leaders and participants needs.

i) Create and deliver an educational program that strengthens local project managers’, leaders’ and participants’ skills and supports the PMI certification program.

Section 2. Limitations of the KENTUCKY BLUEGRASS CHAPTER.

A.  General Limitations. The purposes and activities of the KENTUCKY BLUEGRASS CHAPTER shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with KENTUCKY BLUEGRASS CHAPTER Articles of Incorporation.

B.  The membership database and listings provided by PMI to the KENTUCKY BLUEGRASS CHAPTER may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the KENTUCKY BLUEGRASS CHAPTER, consistent with PMI policies and all applicable laws and regulations, including but not limited to those law and regulations pertaining to privacy and use of personal information.

C.  The officers and directors of the KENTUCKY BLUEGRASS CHAPTER shall be solely accountable for the planning and operations of the Component, and shall perform their duties in accordance with the Component’s governing documents; its Charter Agreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law.

Article IV – Chapter Membership.

Section 1. General Membership Provisions.

A. Membership in the KENTUCKY BLUEGRASS CHAPTER requires membership in PMI®. The KENTUCKY BLUEGRASS CHAPTER shall not accept as members any individuals who have not been accepted as PMI® members. Membership in this organization is voluntary and shall be open to any eligible person interested in furthering the purposes of the organization. Membership shall be open to all eligible persons without regard to race, creed, color, age, sex, marital status, national origin, religion, or physical or mental disability.

B. Members shall be governed by and abide by the PMI Bylaws and by the bylaws of the KENTUCKY BLUEGRASS CHAPTER 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 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 KENTUCKY BLUEGRASS CHAPTER.

D. Membership in the KENTUCKY BLUEGRASS CHAPTER 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 the KENTUCKY BLUEGRASS CHAPTER. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the KENTUCKY BLUEGRASS CHAPTER to PMI within such one month delinquent period.

F. Upon termination of membership in the KENTUCKY BLUEGRASS CHAPTER, the member shall forfeit any and all rights and privileges of membership.

G. All KENTUCKY BLUEGRASS CHAPTER members in good standing are eligible to vote and hold office.

H. “Member in Good Standing” is defined as a chapter member who has paid both PMI and Chapter dues and appears on the PMI Chapter Member list. In the event dues have been paid but not posted, the member must provide a verbal verification (written preferred) from PMI stating that dues have been received in order to be considered a member in good standing.

Section 2. Classes and Categories of Members.

The KENTUCKY BLUEGRASS CHAPTER shall not create its own membership categories. PMI Component membership categories shall be consistent with PMI membership categories.

Section 3. To qualify for student membership in the Chapter, an individual shall be registered as an undergraduate or graduate student in an accredited educational institution. In order to qualify as a student member, the individual must also be registered as a PMI Student member.

Article V – Chapter Board of Directors:

Section 1. The KENTUCKY BLUEGRASS CHAPTER shall be governed by a Board of Directors (Board). The Board shall be responsible for carrying out the purposes and objectives of the non-profit corporation (or equivalent).

Section 2. The Board shall consist of the officers of the KENTUCKY BLUEGRASS CHAPTER elected by the membership and shall be members in good standing of PMI and of the KENTUCKY BLUEGRASS CHAPTER.

Terms of office for the Officers shall be as follows, limited to three (3) consecutive terms in the same position, and no more than ten consecutive terms on the Board in general. If there is no individual willing or able to fulfill an open position on the board, due to this limit, that expiring officer may be re-elected for an additional term in accordance with Article VI.

These positions are staggered so that eight (8) positions are elected each year:

A) Terms of office for the President position shall be for a total of three years in length. The President-Elect is elected and serves one year in that role and succeeds the Chapter President, who succeeds the Immediate Past President.

B) Terms of office for Vice Presidents shall be two years in length. They are elected into the Assistant Vice President role the first year of their term and normally succeed into the Vice President role the second year of their term.

Section 3. The Chapter President shall be the chief executive officer for the KENTUCKY BLUEGRASS 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 vote on all committees except the Nominating Committee.

Section 4. The President-Elect shall keep the records of all business meetings of the KENTUCKY BLUEGRASS CHAPTER and meetings of the Board. The President-Elect serves as a non-voting member of the Board.

Section 5. The VP of Finance shall oversee the management of funds for duly authorized purposes of the KENTUCKY BLUEGRASS CHAPTER.

Section 6. The VP of Communications shall oversee the distribution of information to the membership of the KENTUCKY BLUEGRASS CHAPTER.

Section 7. The VP of Marketing shall promote the activities of the KENTUCKY BLUEGRASS CHAPTER to organizations external to the Chapter.

Section 8. The VP of Membership shall promote the membership activities of the KENTUCKY BLUEGRASS CHAPTER.

Section 9. The VP of Planning shall be responsible for the coordination of efforts identified by the Chapter Board that cross functional areas of responsibility of the KENTUCKY BLUEGRASS CHAPTER.

Section 10. The VP of Professional Development shall develop programs and other activities designed to support KENTUCKY BLUEGRASS CHAPTER members’ PMI-approved certification and recertification efforts.

Section 11. The VP of Programs shall promote the development and delivery of programs relating to project management for each scheduled meeting of the KENTUCKY BLUEGRASS CHAPTER.

Section 12. Each Vice President role shall also have an associated Assistant Vice President role to serve as the understudy of the VP and assist the associated VP in the execution of their role.  Assistant VPs serve as non-voting members of the Board.

Section 13. The Immediate Past President shall serve as the Chair for the Nominating Committee and perform special projects as approved by the Board. The Immediate Past President serves as a non-voting member of the Board.

Section 14. The Board shall exercise all powers of the KENTUCKY BLUEGRASS CHAPTER, except as specifically prohibited by these bylaws, the PMI Bylaws and policies, its charter with PMI, and the laws of the jurisdiction in which the organization is incorporated/registered. The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these bylaws and PMI Bylaws and policies, and to exercise authority over all KENTUCKY BLUEGRASS CHAPTER business and funds.

Section 15. The Board shall meet at the call of the President, or at the written request of three (3) members of the Board directed to the President. 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 in person only. At its discretion, the Board may conduct its business by teleconference, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

Section 16. The Board of Directors shall declare an officer position to be vacant where an officer or Director at Large ceases to be a member in good standing of PMI or of the KENTUCKY BLUEGRASS CHAPTER by reason of non-payment of dues. The Board of Directors may declare a position vacant when the officer fails to attend three (3) consecutive Board meetings. 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 President of the written notice.

Section 17: An officer may be removed from office for just cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.

Section 18: If any officer position becomes vacant, the President with majority approval of 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 President for the remainder of the term. In the event the President-Elect is unable or unwilling to assume the duties of office of President, a special election of the membership will be held to fill the position of the presiding officer for the remainder of the term.

Section 19: Past Presidents of KENTUCKY BLUEGRASS CHAPTER form an advisory board to the Chapter. They have no voting rights on the Board, yet serve to provide advice on actions being undertaken by the Board.

Article VI – Chapter Nominations and Elections:

Section 1. 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 2. All voting members in good standing of the KENTUCKY BLUEGRASS CHAPTER shall have the right to vote in the election. Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, physical or mental disability, or unlawful purpose is prohibited.

Section 2. Candidates who are elected shall take office on the first day of January following their election, and shall hold office for the duration of their terms or until their successors have been elected and qualified.

Section 3. The President, with the approval of the Board, shall appoint members of the Nominating Committee who shall be members in good standing. The Nominating Committee shall be chaired by the Immediate Past President, or, if the position is vacant or declined, a member in good standing may be appointed by the President and must be approved by the Board of Directors. The 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 positions 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 candidate who receives a majority of votes cast for each office shall be elected. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.

Section 4. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.

Section 5. The Nominating Committee shall set criteria for selection of nominees, which shall include the following:

1. Willingness to devote time and effort as an officer of the Chapter.

2. Sufficient length of membership with PMI

3. Experience

4. Personal attributes

Section 6. The Nominating Committee is responsible for overseeing the administration of the election process and reporting on the results to the existing Board of Directors for implementation.

Section 7. In accordance with PMI policies, practices, procedures, rules and directives, no funds or resources of PMI or the Component may be used to support the election of any candidate or group of candidates for PMI, Component or public office. No other type of organized electioneering, communications, fund-raising or other organized activity on behalf of a candidate shall be permitted. The Component Nominating Committee, or other applicable body designated by the Component, will be the sole distributor(s) of all election materials for Component elected positions.

Article VII – Chapter 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. The KENTUCKY BLUEGRASS CHAPTER officers can serve on the Chapter 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 President with the approval of the Board

Section 3. Committee members are not part of the KENTUCKY BLUEGRASS CHAPTER Board.

Article VIII – Chapter Finance:

Section 1. The fiscal year of the KENTUCKY BLUEGRASS CHAPTER shall be from 1 January to 31 December.

Section 2. KENTUCKY BLUEGRASS CHAPTER annual membership dues shall be set by the CHAPTER’S Board and communicated to PMI in accordance with policies and procedures established by PMI.

Section 3. The KENTUCKY BLUEGRASS CHAPTER Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.

Section 4. All dues billings, dues collections and dues disbursements shall be performed by PMI.

Article IX – Chapter Meetings:

The President shall have the authority and responsibility to prevent the unauthorized use of the chapter name in connection with any meeting or activity which, in the President’s judgment does not further the purposes of the chapter and/or the PMI.

Section 1. Meetings of the Membership

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 in good standing at least 30 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 by sent by the Board 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 the KENTUCKY BLUEGRASS CHAPTER shall be those members in good standing, present and in person.

F. All meetings shall be conducted according to parliamentary procedures determined by the Board.

Section 2. Meetings of the Board:

A. The Board shall hold regularly scheduled Business Meetings, at least quarterly, to perform the leadership function of the PMI KENTUCKY BLUEGRASS CHAPTER.

B. The President shall select the date, time and location of the Board Meetings and announce this information to all current Board members in good standing via the Chapter’s web calendar.

C. Quorum at all meetings of the Board of Directors shall be a minimum of one-half of the Board with voting rights, and is required for the transaction of all official Chapter business requiring a vote.

Section 3. Special Meetings:

A. Special meetings of the KENTUCKY BLUEGRASS CHAPTER 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.

B. Written notification, including purpose, agenda, and names of principal participants, is forwarded to the VP of Communications for distribution and recording purposes prior to the meeting date.

C. Any written material to be used or distributed in connection with the meeting and/or carrying the name of the chapter is to be submitted to the VP Communications prior to its distribution or use.

D. Within one week of the close of a Special Meeting of the KENTUCKY BLUEGRASS CHAPTER, the sponsoring member or group, will provide a written report to the VP Communications outlining the activities of the meeting.

Article X - Inurement and Conflict of Interest:

Section 1. No member of the KENTUCKY BLUEGRASS CHAPTER shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the KENTUCKY BLUEGRASS CHAPTER, except as otherwise provided in these bylaws.

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

Section 3. KENTUCKY BLUEGRASS CHAPTER may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of KENTUCKY BLUEGRASS CHAPTER and any corporation, partnership, association or other organization in which one or more of KENTUCKY BLUEGRASS CHAPTER officers, directors, 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 KENTUCKY BLUEGRASS CHAPTER and complies with the laws and regulations of the applicable jurisdiction in which KENTUCKY BLUEGRASS CHAPTER is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the board of directors.

Section 4. All officers, directors, appointed committee members and authorized representatives of the KENTUCKY BLUEGRASS CHAPTER shall act in an independent manner consistent with their obligations to the KENTUCKY BLUEGRASS CHAPTER and applicable law, regardless of any other affiliations, memberships, or positions.

Section 5. All officers, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the KENTUCKY BLUEGRASS CHAPTER has entered, or may enter, into contracts, agreements or any other business transaction, and shall refrain from voting on, or influencing the consideration of, such matters.

Article XI - Indemnification:

Section 1. In the event that any person who is or was an officer, director, committee member, or authorized representative of the KENTUCKY BLUEGRASS CHAPTER, acting in good faith and in a manner reasonably believed to be in the best interests of the KENTUCKY BLUEGRASS CHAPTER, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the corporation), such representative may be indemnified against reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated. Where the representative has been successful in defending the action, indemnification is mandatory.

Section 2. Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted only when consistent with the requirements of applicable law, and upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in these bylaws.

Section 3. To the extent permitted by applicable law, the KENTUCKY BLUEGRASS CHAPTER may purchase and maintain liability insurance on behalf of any person who is or was an officer, employee, trustee, agent or authorized representative of the KENTUCKY BLUEGRASS CHAPTER, or is or was serving at the request of the KENTUCKY BLUEGRASS CHAPTER as an officer, employee, trustee, agent or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise.

Article XII- Amendments:

Section 1. These bylaws may be amended by a two-thirds (2/3) majority vote of the KENTUCKY BLUEGRASS CHAPTER membership in attendance at a scheduled meeting or responding via electronic vote. Notice of proposed changes shall be sent in writing to the membership at least fifteen (15) days before such meeting or vote.

Section 2. Amendments may be proposed by the Board on its own initiative, or upon petition by ten percent (10%) of the voting members in good standing addressed to the Board. All such proposed amendments shall be presented by the Board with or without recommendation.

Section 3. All amendments must be consistent with PMI’s Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with the KENTUCKY BLUEGRASS CHAPTER’s Charter with PMI. Amendments to these Bylaws must be forwarded to PMI in a timely manner for maintenance of the Chapter’s records at PMI Headquarters.

Article XIII – Dissolution:

Section 1. In the event that the KENTUCKY BLUEGRASS CHAPTER or its governing officers failed to act according to this bylaws and KENTUCKY BLUEGRASS CHAPTER’s or all PMI® policies, procedures, and rules outlined in the charter agreement, PMI® has a right to dissolve the Chapter.

Section 2. In the event the KENTUCKY BLUEGRASS CHAPTER failed to deliver value to its members as outlined in KENTUCKY BLUEGRASS CHAPTER’s business plan and without mitigated circumstance, the Component acknowledges that PMI® has a right to dissolve the Chapter, as per the terms of the Charter.

Section 3. In the event the KENTUCKY BLUEGRASS CHAPTER is considering to dissolve the Chapter. The KENTUCKY BLUEGRASS CHAPTER’s members of the Board must notify PMI® in writing and follow the component dissolution procedure as defined in PMI’s policy.

Section 4. Should the KENTUCKY BLUEGRASS CHAPTER 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.