Current Bylaws

South Dakota Chapter Bylaws

Article I – Name, Principal Office; Other Offices.

Section 1.  Name/Non-Profit Incorporation.

This organization shall be called the Project Management Institute, South Dakota Chapter (hereinafter “PMISD”).  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 the state of South Dakota. All chapters formed within the United States must be incorporated as 501(c) (6) organization.

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

Section 3.  Principal Office; Other Offices.

The principal office of PMISD shall be located in Sioux Falls in the state of South Dakota. PMISD may have other offices such as Branch offices as designated by the PMISD Board of Directors.

 

 

 

Article II – Relationship to PMI.

Section 1. PMISD 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 PMISD 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 PMISD ’s Charter with PMI.

Section 3. The terms of the Charter executed between PMISD 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, PMISD shall be governed by and adhere to the terms of the Charter.

 

 

Article III – Purpose and Limitations of PMISD. 

Section 1.  Purpose of PMISD.

1. General Purpose. PMISD has been founded as non-profit, tax-exempt corporation (or equivalent) chartered by PMI^®, and is dedicated to advancing the practice, science, and profession of project management in a conscious and proactive manner.
2. Specific Purposes. Consistent with the terms of the Charter executed between PMISD and PMI® and these Bylaws, the purposes of PMISD shall include the following:
3. To foster professionalism in the management of projects.
4. To contribute to the quality and scope of project management.
5. To stimulate appropriate global application of project management for the benefit of general public.
6. 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.
7. To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.

 

Section 2.  Limitations of PMISD.

1. General Limitations. The purposes and activities of PMISD shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMISD Articles of Incorporation.
2. The membership database and listings provided by PMI® to PMISD may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of PMISD, 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.
3. The officers and directors of PMISD shall be solely accountable for the planning and operations of PMISD and shall perform their duties in accordance with PMISD’s governing documents; its Charter Agreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law.

 

 

Article IV – PMISD Chapter Membership.

Section 1. General Membership Provisions.

1. Membership in PMISD requires membership in PMI^®. PMISD shall not accept as members any individuals who have not been accepted as PMI^®
   Membership in this organization 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.
2. Members shall be governed by and abide by the PMI^® Bylaws and by the bylaws of PMISD and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI^® Code of Conduct.
3. All members shall pay the required PMI^® and PMISD 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 PMISD.
4. Membership in PMISD shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
5. Members who fail to pay the required dues when due shall be delinquent and their names removed from the official membership list of the PMISD. A delinquent member may be reinstated by payment in full of all unpaid dues plus the applicable application fee for PMI and the PMISD to PMI.
6. Upon termination of membership in PMISD, the member shall forfeit all rights and privileges of membership.
7. All PMISD members in good standing are eligible to vote on all matters presented to PMISD membership. In addition, all PMISD members meeting the qualifications are eligible to run for and hold a PMISD elected position.

 

Section 2.  Classes and Categories of Members.

PMISD shall not create its own membership categories.  PMI® Chapter membership categories shall be consistent with PMI® membership categories.

 

 

Article V – PMISD Board of Directors.

(Source: Chapter Leader Guide: Chapter Volunteer Role Delineation Study)

 

Section 1.  PMISD 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 PMISD elected by the membership and shall be members in good standing of PMI® and of PMISD. 

 

Terms of office for the Officers shall be 2 years, limited to two consecutive terms in the same position, and no more than two consecutive terms on the Board in general except for the President, President-Elect and Past-President, which are limited to one one-year term of office. Board positions are staggered so that up to 50% are elected each year. All Officers can serve no more than 8 consecutive years on the Board.

 

Section 3: The President shall be the chair for PMISD and of the Board and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board. The President shall also serve as a member ex-officio with the right to participate and vote on all committees except the Nominations and Elections Committee.

 

Section 3a: The Past President shall provide consulting and leadership continuity to the Board of Directors, chair the Governance Committee, and lead the Nominations Committee.  This role does not include voting rights for Board business.

 

Section 4: The President-Elect shall keep the records of all business meetings of PMISD and meetings of the Board. The President-Elect acts as the President in their absence.

 

Section 5: The Vice President of Finance shall oversee the management of funds for duly authorized purposes of PMISD.

 

Section 6: The Vice President of Membership shall ensure all Chapter specific membership data is accurate in support of PMISD.

 

Section 7: The Vice President of Technology shall manage the existence of digital communications platforms appropriate for PMISD.

 

Section 8: The Vice President of Programs shall oversee all programs and professional development offered and sponsored by PMISD.

 

Section 9: The Vice President of Marketing shall oversee all communications and outreach efforts undertaken for PMISD, ensuring adherence to PMI® branding.

 

Section 10: The Vice President of Human Resources (HR) shall oversee and manage all human resource activities for PMISD.

 

Section 11: The Board shall exercise all powers of PMISD, 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 PMISD business and funds.

 

Section 12: 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 other than the Past President shall be entitled to one (1) vote. 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.

 

Section 13: The Board of Directors may declare an officer position to be vacant where an officer ceases to be a member in good standing of PMI® or of PMISD by reason of non-payment of dues, or where the officer fails to attend two (2) consecutive Board meetings. An officer may resign by submitting written notice to the President-Elect. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board of the written notice.

 

Section 14: 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 15: If any officer 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. The Board may call for a special election by the Chapter’s membership to fill the vacant position.

 

Article VI – PMISD Nominations and Elections.

 

Section 1.  The nomination and election of officers and directors shall be conducted annually in accordance with the requirements contained in these Bylaws, including Article IV, Section 1; Article V, Section 2; and this Article VI.  All voting members in good standing of PMISD shall have the right to vote in the election.  Discrimination in election and nomination procedures based on 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.  A Nominations and Elections 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 a petition process established by the Nominating Committee or the Board.  Elections shall be conducted (a) during the annual meeting of the membership; or (b) by mail ballot to all voting members in good standing; or (c) 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 Nominations Committee or by tellers designated by the Board.

 

Section 4.  No current member of the Nominations Committee, including the Single Point of Contact, shall be eligible for inclusion in the slate of nominees prepared by the Committee.

 

Furthermore, to uphold the principle of fairness and prevent any conflicts of interest, no current member of the Nominating Committee may resign from their position on the committee with the intention to run for a Board Candidate position.

 

Section 5: In accordance with PMI® policies, practices, procedures, rules and directives, no funds or resources of PMI® or PMISD may be used to support the election of any candidate or group of candidates for PMI, PMISD 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 PMISD Nominations Committee, or other applicable body designated by PMISD, will be the sole distributor(s) of all election materials for PMISD elected positions.

 

Article VII – PMISD 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. PMISD officers and/or Directors can serve on PMISD 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 PMISD President with the approval of the Board.

 

Article VIII - PMISD Finance.

Section 1.  The fiscal year of PMISD shall be from 1 January to 31 December.

 

Section 2.  PMISD annual membership dues will be agreed upon between PMI® and PMISD’s Board of Directors and communicated in accordance with policies and procedures established by PMI.

 

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

 

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

 

Article IX – Meetings of the Membership.

 

Section 1.  An annual meeting of the membership shall be held at a date and location to be determined by the Board.  Notice of all annual meetings shall be sent by the Board to all members 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.

 

Section 2.  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. Notice of all special meetings shall be sent by the Board to membership with reasonable advance notice to the membership. 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.

 

Section 3.  Quorum at all annual and special meetings of PMISD shall be those members in good standing, present and in person.

 

Section 4.  All meetings shall be conducted according to parliamentary procedures determined by the Board.

 

Article X - Inurement and Conflict of Interest.

                                             

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

 

Section 2. No officer, director, appointed committee member or authorized representative of PMISD shall receive any compensation, or other tangible or financial benefit for service on the Board.  However, the Board may authorize payment by PMISD 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. All officers, directors, appointed committee members and authorized representatives of PMISD shall act in an independent manner consistent with their obligations to PMISD and applicable law, regardless of any other affiliations, memberships, or positions.

 

Section 4. 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 PMISD 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 PMISD, acting in good faith and in a manner reasonably believed to be in the best interests of PMISD, 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, PMISD 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 PMISD, or is or was serving at the request of PMISD as a director, officer, employee, trustee, agent or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise.

 

Article XII - Amendments.

 

Section 1.  These bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing voting by electronic ballot; or by two-thirds (2/3) vote of membership present and voting at an annual meeting of PMISD duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail ballot returned within thirty (30) days of 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 thirty (30) 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 PMISD’s Charter with PMI.

 

Article XIII – Dissolution.

 

Section 1.  In the event that PMISD or its governing officers fail to act according to these bylaws, its policies or all PMI^® policies, procedures, and rules outlined in the charter agreement, PMI^® has a right to revoke PMISD Charter and require the Chapter to seek dissolution. 

 

Section 2.  In the event PMISD failed to deliver value to its members as outlined in PMISD’s annual plan and without mitigated circumstance, PMISD acknowledges that PMI^® has a right to revoke PMISD Charter and require the Chapter to seek dissolution. 

 

Section 3.  In the event PMISD is considering dissolving, PMISD’s members of the Board of Directors must notify PMI^® in writing and follow the Chapter dissolution procedure as defined in PMI’s policy.

 

Section 4.  Should PMISD dissolve for any reason, its assets shall be dispersed to an organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.

 

Section 5.  Unless superseded by law, dissolution of the PMISDF entity must be approved by a majority of the members voting on the motion to dissolve.