Article V – PMI Sioux Empire, South Dakota Chapter Board of Directors
Section 1: The PMI Sioux Empire, South Dakota 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 PMI Sioux Empire, South Dakota Chapter elected by the membership and shall be members in good standing of PMI® and of the PMI Sioux Empire, South Dakota Chapter.
Terms of office for the Officers shall be two-year terms of office, except for the President, President-Elect and Past-President, which are limited to one one-year term of office. Other Officers are limited to two consecutive terms in the same position. All Officers can serve no more than 6 to 8 consecutive terms on the Board. These positions are staggered so that 50% of the Board of Directors is elected each year.
Section 3: The President shall be the chief executive officer for the PMI Sioux Empire, South Dakota Chapter and of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board. The President shall also serve as a member ex-officio with the right to participate and vote on all committees except the Nominating Committee.
Section 3a: The Past President shall provide consulting and leadership continuity to the Board of Directors and chair the Goverance Committee.
Section 4: The President-Elect shall keep the records of all business meetings of the PMI Sioux Empire, South Dakota Chapter 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 the Chapter.
Section 6: The Vice President of Membership shall ensure all Chapter specific membership data is accurate in support of the Chapter.
Section 7: The Vice President of Communications shall ensure communications are handled appropriately for the Chapter.
Section 8: The Vice President of Programs shall oversee all programs and professional development offered and sponsored by the Chapter.
Section 9: The Vice President of Marketing shall oversee all marketing efforts undertaken for the Chapter.
Section 10: The Vice President of HR shall oversee and manage all human resource activities for the Chapter.
Section 11: The Board shall exercise all powers of the PMI Sioux Empire, South Dakota 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 PMI Sioux Empire, South Dakota Chapter 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 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 13: The Board of Directors may declare an officer or Director at Large position to be vacant where an officer or Director at Large ceases to be a member in good standing of PMI® or of the PMI Sioux Empire, South Dakota Chapter by reason of non-payment of dues, or where the officer or Director at Large fails to attend two (2) consecutive Board meetings. An officer or Director at Large 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 or Director at Large 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 or Director at Large 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.