2019 By-Law Updates

The chapter's board members in 2019, worked with PMI Global in a review of the chapter's planning and operations; one of outcomes is a review and update of the chapter By-Laws.  Since 2013, when the current by-law has been released, there have been a number of revisions to the PMI Global template that has resulted in the revisions summarized in the chart below. As part of the process, a vote to accept these revisions by our members will be taking place as part of the June 2019 Annual General Meeting.

If you have any questions on the revisions please contact Jose Lima at: governance@pmi-dhc.ca 

The complete versions of the by-law:

 

NOTE:  Changes are highlighted in red

No. Article Old New Reason for Change
1 Article I Section 3.  The principal office of the chapter shall be located in the Province of Ontario, Canada.  The PMI-DHC may have other offices such as Branch offices as designated by the PMI-DHC Board of Directors.  Section 3.  Principal Office; Other Offices.
The principal office of the PMI-DHC shall be located in the Province of Ontario, Canada.  The PMI-DHC may have other offices such as Branch offices as designated by the PMI-DHC Board of Directors. 
Updated to new PMI By-Law Template
2 Article II Section 2.  The bylaws of the PMI-DHC 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 PMI-DHC’s Charter with PMI. These bylaws will be in effect following approval by the membership.  Section 2.  The bylaws of the PMI-DHC 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 PMI-DHC’s Charter with PMI. Updated to new PMI By-Law Template
3 Article III, Section 1. A. General Purpose. The Chapter 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 the Durham region and surrounding area in a conscious and proactive manner. A. General Purpose. The PMI-DHC 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 the Durham region and surrounding area in a conscious and proactive manner. Updated to new PMI By-Law Template
4 Article III, Section 1. 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 PMI-DHC.  A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the PMI-DHC to PMI. 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 PMI-DHC.  A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the PMI-DHC to PMI within such one month delinquent period. Updated to new PMI By-Law Template
5 Article IV, Section 2. A. A minimum of six (6) and maximum of nine (9) Directors elected by the membership. All Directors shall be elected for a term of three (3) years, staggered so that at least one (1) Director and at most three (3) Directors are elected each year.  All Directors shall be members in good standing of PMI and of the PMI-
DHC.  A Director may serve for no more than two (2) consecutive terms. 
B. The most recent   PMI-DHC Past President to serve prior to the appointment of the current or incumbent President will perform in an advisory non-voting capacity on the Board, unless he or she is serving a current term as an elected Director.
Section 2.  The Board shall consist of: A minimum of six (6) and maximum of nine (9) Directors elected by the membership. All Directors shall be elected for a term of three (3) years, staggered so that at least one (1) Director and at most three (3) Directors are elected each year.  All Directors shall be members in good standing of PMI and of the PMI-DHC.  A Director may serve for a maximum of two (2) consecutive terms (six (6) years), and no more than a maximum of nine (9) years total. A minimum of one (1) year absence is required after two (2) consecutive terms. A Director may not stand for re-election after the maximum total (nine (9) years) has been reached. The most recent  PMI-DHC Past President to serve prior to the appointment of the current or incumbent President will perform in an advisory non-voting capacity on the Board, unless he or she is serving a current term as an elected Director. -Updated to new PMI By-Law Template - group part A and B into 1 paragraph.
-clarification on terms for board members.
6 Article V Section 3.  The Board shall exercise all powers of the PMI-DHC, except as specifically prohibited by these bylaws, the PMI Bylaws, policies, and procedures, its charter with PMI and the laws of the province of Ontario.  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-DHC business and funds. Section 12.  The Board shall exercise all powers of the PMI-DHC, except as specifically prohibited by these bylaws, the PMI Bylaws, policies, and procedures, its charter with PMI and the laws of the province of Ontario.  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-DHC business and funds. Updated to new PMI By-Law Template. Old Section 3 moved to Section 12.
7 Article V Section 4.  The Board shall meet at the call of the President, or at the written request of no less than one-half of the membership of the Board directed to the President or Vice President. 

A. A quorum shall consist of no less than one-half of the membership of the Board at any given time. 
B. Each Director shall be entitled to one (1) vote and may take part and vote.  The President shall not vote except in order to break a tie vote.
C. 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 a casting vote. At its discretion, the Board may conduct its business by teleconference, facsimile, electronic mail or other legally acceptable means. 
D. During exceptional circumstances, the Board may determine it necessary to conduct its business by teleconference, facsimile, electronic mail or other legally acceptable means. In such cases, the Secretary must ensure that records of any actions and decisions are maintained.
E. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.
Section 13.  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 it’s 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. The President shall not vote except in order to break a tie vote.
A. 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 a casting vote. At its discretion, the Board may conduct its business by teleconference, facsimile, electronic mail or other legally acceptable means. 
B. During exceptional circumstances, the Board may determine it necessary to conduct its business by teleconference, facsimile, electronic mail or other legally acceptable means. In such cases, the Secretary must ensure that records of any actions and decisions are maintained.
C. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.
- Updated to new PMI By-Law Template. Old Section 4  moved to Section 13.
-grouped A. and B. into Section 13 paragraph.
8   Section 5.  The Board of Directors shall declare a Director position to be vacant where a Director ceases to be a member in good standing of  PMI or of the PMI-DHC by reason of non-payment of dues, or where the  Director fails to attend three (3) consecutive Board meetings or four (4) within twelve (12) months without prior approval of the Board.  A Director may resign by submitting written notice to the President or Vice President. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt of the written notice by the Board. Section 14.  The Board of Directors shall declare a Director position to be vacant where a Director ceases to be a member in good standing of  PMI or of the PMI-DHC by reason of non-payment of dues, or where the  Director fails to attend three (3) consecutive Board meetings or four (4) within twelve (12) months without prior approval of the Board.  A Director may resign by submitting written notice to the President or Vice President. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt of the written notice by the Board. Updated to new PMI By-Law Template. Old Section 5 moved to Section 14.
9 Article V Section 6. A Director 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 a special general meeting of the membership, or by a two-thirds (2/3) vote of the Board. Section 15. A Director 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 a special general meeting of the membership, or by a two-thirds (2/3) vote of the Board. Updated to new PMI By-Law Template. Old Section 6  moved to Section 15.
10 Article V Section 7.  If any 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 Vice President shall assume the duties and office of the President for the remainder of the term.  If the Vice President is unable to fulfill the role of the President, a simple majority vote of the Board can establish a successor. Section 16.  If any Director position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term or operational year (July thru June) for the vacant position.  A past board member; even if they have reached their maximum years of service; is eligible to fill the vacant position. In the event the President is unable or unwilling to complete the current term of office, the Vice President shall assume the duties and office of the President for the remainder of the term.  If the Vice President is unable to fulfill the role of the President, a simple majority vote of the Board can establish a successor. -Updated to new PMI By-Law Template.
-added additional text to outline the chapters operational year
-added past-board member appointment eligibility
11  Article V Section 8. At the first meeting of the Board after the Annual Meeting, the Board shall appoint the President,
Vice President, Director of Finance, and Secretary from the elected Directors of the Board to serve as Officers for a  one (1) year term in the appointed positions. An Officer may serve in a specific position for no more than four (4) consecutive terms and then cannot be re-appointed as an Officer in that specific position for a period of one (1) year.

Annually, the President, upon approval of the Board, shall also assign portfolios to each of the Directors based on the required skills for each portfolio and the specific interests of each Director. 

The Board of Directors may, at its discretion invite additional individuals to participate in Board meetings in a non-voting, advisory capacity.
  -Updated to new PMI By-Law Template
-removed from By-Law and has moved to the Board  Operating Policy
12 Article V Section 9. The President shall be the Chief Executive Officer for the PMI-DHC and of the Board, and shall perform such duties as are customary for presiding Executive Members, 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 3. The President shall be the Chief Executive Officer for the PMI-DHC and of the Board, and shall perform such duties as are customary for presiding Executive Members, 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.  Updated to new PMI By-Law Template. Old Section 9  moved to Section 3.
13 Article V Section 10.  The Vice President shall also be considered the “President in training” and will represent the President as requested by the President or a majority of the Board as necessary.

Section 11.   The Director of Finance shall oversee the management of funds for duly authorized purposes of the PMI-DHC.

Section 12.  The Secretary shall prepare, maintain, record and circulate all records, correspondence, minutes of meetings and related affairs of PMI-DHC.

Section 13.  The Director of Marketing & Communications will manage the PMI-DHC communications & marketing plan and all related chapter communications, marketing, sponsorship, IT and outreach activities.

Section 14.  The Director of Education will provide oversight to the professional development program including, certification .preparation course, and mentoring program committees.

Section 15.  The Director of Membership will provide oversight and manage PMI-DHC’s membership programs and provide or arrange operational support as required.
Section 4.  The Vice President shall also be considered the “President in training” and will represent the President as requested by the President or a majority of the Board as necessary.

Section 5.   The Director of Finance shall oversee the management of funds for duly authorized purposes of the PMI-DHC.

Section 6.  The Secretary shall prepare, maintain, record and circulate all records, correspondence, minutes of meetings and related affairs of PMI-DHC.

Section 7.  The Director of Marketing & Communications will manage the PMI-DHC communications & marketing plan and all related chapter communications, marketing, sponsorship, IT and outreach activities.

Section 8.  The Director of Education will provide oversight to the professional development program including, certification .preparation course, and mentoring program committees.

Section 9.  The Director of Membership will provide oversight and manage PMI-DHC’s membership programs and provide or arrange operational support as required.

Updated to new PMI By-Law Template. Old Section 10-15  moved from Section 4-9 
14 Article V Section 16.  The Director of Volunteer Management will provide oversight to PMI-DHC’s active member (volunteer) program and provide or arrange operational support as required.

Section 17.  The Director of Governance and Policy will assume the responsibility for addressing governance and policy issues, including ensuring the maintenance and enforcement of chapter policies and bylaws, governance training and management of issues related to ethics and code of conduct.
 
Section 10.  The Director of Volunteer Management will provide oversight to PMI-DHC’s active member (volunteer) program and provide or arrange operational support as required.

Section 11.  The Director of Governance and Policy will assume the responsibility for addressing governance and policy issues, including ensuring the maintenance and enforcement of chapter policies and bylaws, governance training and management of issues related to ethics and code of conduct.
Updated to new PMI By-Law Template. Old Section 16-17  moved from Section 10-11 
15 Article V Section 18. The duties, roles and responsibilities of any Directors shall be determined and can be changed at any time for operational needs by the President with the advice and consent of the Board.   -removed from By-Law and has moved to the Board Operating Policy
16 Article VI Article VI – PMI-DHC Nominations and Elections: Article VI – PMI-DHC Nominations and Elections: Updated to new PMI By-Law Template. 
17 Article VI Section 1.  The nomination and election of Directors shall be conducted annually in accordance with the terms of office specified in Article V, Section 2.  All voting members in good standing of the PMI-DHC 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 1.  The nomination and election of directors shall be conducted annually in accordance with the requirements contained in these Bylaws, including Article IV, Section 1 and Article V, Section 2 and this Article VI.  All voting members in good standing of the PMI-DHC 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. Updated to new PMI By-Law Template. 
18 Article VI Section 2.  Candidates who are elected shall take office upon being declared elected at the Annual Meeting, and shall hold office for the duration of their terms or until their successors have been elected and qualified. Section 2.  Candidates who are elected shall take office upon being declared elected at the June Annual General Meeting, and shall hold office for the duration of their terms or until their successors have been elected and qualified. -Updated to new PMI By-Law Template
-added month of AGM for clarity as recommended by PMI.org
19 Article VI Section 3.  The Board shall appoint a Nominating Committee of at least three (3) Chapter members to:

A. publish the rules applicable to the nomination and election process,
B. prepare a slate of Director nominees,
C. determine the eligibility,  qualifications and willingness of each nominee to stand for election, and
D. conduct the election of Directors.

Candidates may also be nominated by petition process established by the Nominating Committee or the Board.  Elections shall be conducted by electronic mail or other board approved means to all voting members in good standing. The candidates who receive the most votes cast for the number of open Director positions shall be elected.  Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.
Section 3.  The Board shall appoint a Nominating Committee of at least three (3) Chapter members to:

A. publish the rules applicable to the nomination and election process,
B. prepare a slate of Director nominees,
C. determine the eligibility,  qualifications and willingness of each nominee to stand for election, and
D. conduct the election of Directors.

Candidates may also be nominated by 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 for the number of open Director positions shall be elected.  Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.
Updated to new PMI By-Law Template. 
20 Article VI Section 5.  Any Member shall be eligible to submit his/her name to the Nominating Committee for consideration after having been a PMI-DHC Member for at least six months prior to their nomination

Section 6: 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, Chapter 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 Chapter Nominating Committee, or other applicable body designated by the Chapter, will be the sole distributor(s) of all election materials for Chapter elected positions. 
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, Chapter 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 Chapter Nominating Committee, or other applicable body designated by the Chapter, will be the sole distributor(s) of all election materials for Chapter elected positions.  -Updated to new PMI By-Law Template.
-Old Section 5 has been removed and put into election policy
-Section 6 renumbered to Section 5
21 Article IX Section 1.  An annual meeting of the membership shall be held at a date and location to be determined by the Board. 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 and special meetings shall be sent by electronic mail or other board approved means to all members at least forty-five (45) days in advance of the meeting.  Action at such meetings shall be limited to those agenda items contained in the notice of the meeting. Updated to new PMI By-Law Template. 
22 Article IX Section 2.  Special meetings of the membership may be called by the President, by a majority of the Board, or by petition of forty (40) or ten percent (10%), whichever is the lesser, of the voting membership in good standing, directed to the President.

Section 3.  Notice of all annual and special meetings shall be sent by electronic mail or other board approved means to all members at least forty-five (45) 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 in good standing, directed to the President. Notice of all special meetings shall by sent by the Board to membership a reasonable amount of time in advance of the meeting so as to allow membership the opportunity to participate in such special meetings.  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. Updated to new PMI By-Law Template. 
23 Article IX Section 4.  A quorum at all annual and special meetings of the PMI-DHC shall be forty (40) or ten percent (10%) of the voting membership, whichever is the lesser, in good standing, present in person. Section 3.  Quorum at all annual and special meetings of the PMI-DHC shall be those members in good standing, present and in person or five percent (5%) of the voting membership, in good standing, present in person. Updated to new PMI By-Law Template. 
24 Article IX Section 5.  All meetings shall be conducted according to parliamentary procedures determined by the Board. Section 4.  All meetings shall be conducted according to parliamentary procedures determined by the Board. Updated to new PMI By-Law Template. 
25 Article XII Section 2.  Amendments may be proposed by the Board on its own initiative, or upon petition by forty (40) or ten percent (10%), whichever is the lesser, of the voting membership in good standing addressed to the Board.  All such proposed amendments shall be presented by the Board with or without recommendation. Section 2.  Amendments may be proposed by the Board on its own initiative, or upon petition by ten percent (10%)  of the voting membership in good standing addressed to the Board.  All such proposed amendments shall be presented by the Board with or without recommendation. Updated to new PMI By-Law Template.