Article I – Name, Principal Office; Other Offices
Section 1. Name/Non-Profit Incorporation.
This organization is called the Project Management Institute of Puerto Rico, Inc. (hereinafter “the PMI Puerto Rico Chapter or PMIPR”). PMIPR 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 Commonwealth of Puerto Rico. All components formed within the United States must be incorporated as 501(c) (6) organization.
Section 2. The PMI Puerto Rico Chapter shall meet all legal requirements in the jurisdiction(s) in which the PMI Puerto Rico Chapter conducts business or is incorporated and registered.
Section 3. Principal Office; Other Offices.
The principal office of the PMI Puerto Rico Chapter will be located, in San Juan, Puerto Rico. The PMI Puerto Rico Chapter may have other offices such as branch offices as designated by the PMI Puerto Rico Chapter Board of Directors.
Article II – Definitions
Section 1: For the purposes of this bylaw:
A. PMI – means the Project Management Institute, Inc.
B. PMI Membership Fee – is the amount determined by PMI for annual membership in PMI.
C. PMIPR – is the Project Management Institute Puerto Rico Chapter.
D. Member – means a person who is a member of PMI and is also a chapter member of PMIPR as evidenced by registration and fees payment (as applicable) through PMI.
E. Board – means the Board of Directors of the Project Management Institute Puerto Rico Chapter.
F. Board Member – means a person elected by the chapter members to a seat in the Board.
G. Director (Non-Board Member)- It refers to volunteers appointed by the Board of Directors to occupy positions defined by the Board as “Directors” and report to a Board member.
H. Officer – means the President, President-Elect or Past- President or positions designated as an Officer of the Corporation by the bylaws of PMIPR as defined. An Officer may have separate privileges to a Board Member.
I. PMIPR Membership Fee – is the amount determined by the Board for annual membership in PMIPR and such fee may be collected by PMI on behalf of PMIPR.
J. Quorum (BOD)- for Board meetings is a majority (50%+1) of the Board of Directors. Attendance is defined as attending in person, or by any form of remote conferencing (phone, video, internet, etc.) where the officer can be positively identified.
K. Annual Meeting – means a meeting of Members held for the purpose of appointing of auditors, presentation of financial statements of the Corporation, and such other matters properly brought before the meeting. The Annual Meeting shall be held no later than four (4) months after the termination of the previous fiscal year or as required by law.
L. Quorum (Members) – for a Meeting of Members where the Members are requested to vote on PMIPR business, is ten per cent (10%) of the number of Members. Attendance must be in person or, by any other method where the Member can be positively identified by a Board member.
M. Speaker – means a person appointed by a Board member to preserve order during a meeting of the Members.
N. Special Resolution – means a resolution passed by the Board of Directors and confirmed, with or without variation, by at least two thirds (2/3) of the votes cast at a general meeting of the members duly called for that purpose, or in lieu of such confirmation, by the consent in writing of the members entitled to vote at such meeting.
O. Fiscal Year – means that period of time commencing on the 1st day of January and ending on 31st day of December of each and every year or on such other dates as determined from time to time by Special Resolution.
Article III – Relationship to PMI
Section 1. The PMI Puerto Rico Chapter is accountable 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 PMI Puerto Rico 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 PMI Puerto Rico Chapter’s Charter with PMI.
Section 3. The terms of the Charter executed between the PMI Puerto Rico 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 PMI Puerto Rico Chapter shall be governed by and adhere to the terms of the Charter.
Article IV – Purpose and Limitations
Section 1. Purpose of the PMI Puerto Rico Chapter.
A. General Purpose. The PMI Puerto Rico 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 Puerto Rico in a conscious and proactive manner.
B. Specific Purposes. Consistent with the terms of the Charter executed between the PMI Puerto Rico Chapter and PMI and these Bylaws, the purposes of the PMI Puerto Rico Chapter shall include the following:
a. Promote and advance the mission and objectives established by the Chapter.
b. To foster professionalism in the management of projects.
c. To contribute to the quality and scope of project management.
d. To stimulate appropriate global application of project management for the benefit of general public.
e. To provide a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and other interested and involved in project management.
f. To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
g. Organizing meetings, symposiums, presentations and conferences on project management related topics and issues to provide continuing educational development for members.
h. Support and encourage members who wish to have a PMI professional certification.
i. Providing educational programs to individuals to aid them in gaining and/or maintaining accreditation in any PMI professional certification.
Section 2. Limitations of the PMI Puerto Rico Chapter.
A. General Limitations. The purposes and activities of the PMI Puerto Rico Chapter shall be subject to limitations set forth in the Charter agreement, these Bylaws, and conducted consistently with PMI Puerto Rico Chapter Articles of Incorporation.
B. The membership database and listings provided by PMI to the PMI Puerto Rico Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the PMI Puerto Rico 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 the Board Members of the PMI Puerto Rico 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, rules and the applicable law.
Article V – Membership
Section 1. General Membership Provisions
A. Membership in the PMI Puerto Rico Chapter requires membership in PMI. The PMI Puerto Rico Chapter shall not accept as members any individuals who have not been accepted as PMI members. The eligibility criteria to be a member of PMIPR will be according to those established in the PMI by laws. 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, gender, 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 PMI Puerto Rico Chapter and all policies, procedures, rules and directives lawfully made hereunder, including but not limited to the PMI Code of Conduct.
C. All members shall pay the required PMI and PMI Puerto Rico Chapter membership dues to PMI and in the event that a member resigns, or their membership is revoked for just cause as established in the PMI by laws, membership dues shall not be refunded by PMI or the PMI Puerto Rico Chapter.
D. Membership in the PMI Puerto Rico Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from the membership.
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 Puerto Rico Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the PMI Puerto Rico Chapter to PMI within such one-month delinquent period.
F. Upon termination of membership in the PMI Puerto Rico Chapter, the member shall forfeit any and all rights and privileges of membership.
G. All members in good standing may vote and hold office in accordance to the PMI Puerto Rico Chapter policies and procedures.
Section 2. Classes and Categories of Members.
A. The PMI Puerto Rico Chapter shall not create its own membership categories. PMI Component membership categories shall be consistent with PMI membership categories.
Article VI – Board of Directors
Section 1. Board of Directors – General Provisions
A. The PMI Puerto Rico Chapter shall be governed by a Board of Directors (Board). The Board shall be responsible for carrying out the strategic purposes and objectives of the Chapter.
B. The PMI Puerto Rico Chapter Board of Directors will consist of a minimum of five (5) and a maximum of eleven (11) individuals elected from members in good standing with PMI and PMI Puerto Rico Chapter.
C. A new member (Branch President) will be added to the PMI Puerto Rico Chapter Board of Directors for each approved branch in operations.
D. The Board of Directors shall be solely accountable for the planning and operations of PMIPR and shall perform their duties in accordance with PMIPR governing documents, the Charter Agreement with PMI and the applicable law.
E. Board of Directors so elected shall hold office, subject to the provisions of this section and the provisions of the Corporations Act, and a Board Member shall cease to be a Board Member if:
a. At any time, the Board Member shall become unsound of mind or be found by any court of competent jurisdiction to be mentally incompetent.
b. The Board Member becomes bankrupt, makes authorized assignment for the general benefit of his or her creditors or is declared insolvent.
c. The Board Member ceases to be a Member.
d. The Board Member submits a written resignation to the PMIPR Officers.
e. The Board Member fails to attend three consecutive Board Meetings, or four Board Meetings within a twelve-month period, at the discretion of the Board.
f. The Board Member is removed from office by the Members.
F. The Members may by resolution, passed by at least two-thirds (2/3) of the votes cast at a Members Meeting duly called and constituted, remove any Board Member before the expiration of his or her term of office.
G. In the event of a vacancy in the Board occurring by reason of death, resignation or inability to fulfill his or her obligations as a Board Member, or by reason of any increase in the number of the Board pursuant to a Special Resolution or by reason of any other cause (except removal by the Members), the Board of Directors shall have the power to fill the resultant vacancy by resolution. Otherwise, any vacancy in the Board shall be filled by a vote of the Members at a meeting duly called for such purpose.
H. The Board of Directors may elect to leave a Board position vacant if the vacancy is created with less than 6 months left in the term of the Board Member.
I. The Board of Directors may expel a member from the Board if the Board Member is found to:
a. Be involved in an illegal activity; or
b. Be in violation of the PMI Code of Ethics; or
c. Have participated in an inappropriate action as defined by the board; or
d. Fail to accomplish his or her responsibilities in detriment of the best interest of the organization and the benefits of the membership.
J. No Board Member shall be expelled from the Board without the due process involving appropriate notifications, at least three (3) and the offer to present its case with the Board. Expulsion shall be upon two-thirds (2/3) vote of all Board Members.
K. Every Board Member, who has, directly or indirectly, any interest in any contract or transaction to which PMI or PMIPR is or is to be a party, shall declare their interest in such contract or transaction at a meeting of the Board and shall, at that time, disclose the nature and extent of such interest and shall not vote in respect of such contract or transaction.
L. Board members should not receive financial benefit personally or for their business for PMIPR chapter activities, such as soliciting membership for ideas/contents for their personal gain, asking their children to do work for chapter activities and paying them for it, soliciting or accepting presentation fees. If there is a unique situation for a Board member, the Board will discuss and vote on the matter. The Board member in question shall excuse themselves from both the discussion and the vote.
M. The Board shall exercise all powers of PMIPR, 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 PMIPR business and funds.
N. 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 by teleconference, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.
O. The Board of Directors voting rights privileges are reserved only for the elected Board Members, the Branch Presidents, the President and the President Elected.
Section 2. BOD Executive Officers – President
A. The President shall be the chief executive officer for the PMI Puerto Rico Chapter and of the Board and shall perform such duties as are customary for presiding officers and 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 Nomination Committee.
B. The President shall be responsible and accountable for the supervision, control, and management of the Chapter in its administrative, business, financial, and other affairs.
C. The President shall;
a. Act as chair of the Board of Directors.
b. Ensure that the proper policies, procedures and people are in place to ensure that the chapter appropriately discharges its responsibility to legal and statutory governing bodies.
c. Also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee. Is the primary contact with PMI Global, represents the chapter at the Regional and Global levels, and will be completely open and share information to the Board on all Regional and Global activities.
d. Communicate information from PMI to PMIPR Board and PMIPR members.
e. Ensure PMI policies and procedures are upheld as outlined in PMI Chapter Guidelines and Policies Manual.
f. Maintain and deliver all permanent records to the position successor and maintain a file (or ensure a file is maintained) of all appropriate Chapter correspondence (meeting minutes, mailings, letters to the Chapter membership.)
g. Assist the Board in developing an overall Chapter Strategy; direct, lead, and assist the Board in realizing that strategy.
D. The President position shall be filled thru a succession process with the current President-Elected at the end of the President term.
E. A Member may only serve as President for two (2) years. If the President-elected waive the right to occupy the position of president at any given time and the membership ratifies a resolution of the board of directors to extend the president’s position for one period, the member may serve for an additional two (2) years as president. Under no circumstances may a Member serve for more than four (4) consecutive years as President.
F. In the event the President is unable or unwilling to complete the current term of office, the President-Elected shall assume the duties and office of the presiding officer for the remainder of the term.
Section 3. BOD Executive Officers – President-Elected
A. The President-Elected will be the PMI Puerto Rico Chapter President at the end of the current President’s term. In addition, during the absence or inability of the President to perform his or her duties and responsibilities, the President-Elected shall perform such duties and responsibilities.
B. The President-Elected shall perform its functions focusing in the governance aspects of the Chapter.
C. The Nominations / Elections Committee should ensure that the member who is considering nominating as President-Elected is an individual with prior experience on the PMIPR Board of Directors.
D. In the absence of candidates for president-elected from the current board of directors or past boards of directors, the position of president-elected shall be filled according to the nomination and election procedures described in Article VIII.
Section 4. BOD Executive Officers – Past President
A. The Past President shall act as an advisor to all members of the board, and other duties as assigned. The Past President assures continuity is maintained in all areas of the organization. The Past President does not have voting privileges on the Board.
B. The Past-President will be member of the Nomination/Election Committee
Section 5. Administrative Assistant
A. The Administrative Assistant shall be appointed by the Board. The Administrative Assistant shall be a non – voting officer and shall perform such duties and exercise such powers as the President or the Board may from time to time delegate or prescribe to him or her. The Administrative Assistant keeps the records of all business meetings of PMIPR and meetings of the Board.
Section 6. BOD Vice-Presidents
A. VP Membership (Vice-President of Membership). The VP Membership maintains the PMIPR membership database using information supplied by PMI and applies this information to meet member’s needs within the chapter.
B. VP Outreach (Vice-President of Outreach). This role is responsible for increasing the exposure and awareness of PMIPR to relevant associations in Puerto Rico.
C. VP Operations (Vice-President of Operations and Professional Development) The VP of Operations shall oversee professional development opportunities for maintaining PMI certifications. The VP of Operations also leads the development, scheduling and coordination of programs for PMIPR meetings and seminars. This includes defining relevant items on the chapter meeting agenda, coordinating program schedules, and locating speakers. Also, manage the professional development units (PDU’s) processing.
D. VP Education (Vice-President of Education). The VP Education leads the strategic development and management of a program to provide project management education to the community with a focus in the promotion of PMI certifications.
E. VP Marketing (Vice-President of Marketing). The Vice President of Marketing shall oversee the PMIPR Chapter marketing activities and defining the PMIPR Chapter brand and promoting that brand within the community, including the establishment of organizational partnerships, vendor relations and the PMIPR Chapter social media channels.
F. VP Technology: The VP Technology directs all PMIPR activities relating to the use of technology, including but not limited to websites, social media, computers, teleconferencing, and presentation equipment. The VP Technology shall also ensure appropriate security provisions exist.
G. VP Finance: The Vice President of Finance shall oversee the management of funds for duly authorized purposes of the PMI Puerto Rico Chapter. The Vice President of Finance shall perform the activities customary to a Treasurer such as banking and financial duties as required by financial institutions.
H. Terms of office for the BOD Vice-Presidents shall be two (2) years, limited to two (2) consecutive terms in the same position, and no more than six (6) consecutive years on the board in general. If there is no individual willing or able to fulfill an open position on the Board resulting from this limit, that expiring Board Member may be re-elected for one additional term.
I. The BOD Vice-Presidents positions are staggered so that one half of the Board are elected each year.
Section 7. BOD Branch Presidents
A. Branch Presidents execute the Chapter strategy in a particular geographic region within PMIPR and has voting privileges on the PMIPR Board. Branch Presidents are subject to the same election and appointment criteria as any other Board member; in other words, they shall be elected; and if an opening is available, they shall be appointed according to Article VI of the Bylaws. Membership on the Board by the Branch President validates the Branch status, provides recognition of support by PMIPR to the Branch, and shows that the Branch is an integral part of PMIPR value to its members. Accountability of the Branch to PMIPR is reinforced by the presence of the Branch President or their delegate on the Board.
B. Branch operations can be hindered by the geographic distances imposed. Therefore the chain of responsibility must be clearly understood and communicated to all parties so that PMIPR Board and Branch President maintain control and accountability for all operations. Branch Chapters will select their own VPs for their branch. They are regular Chapter members appointed to a Branch VP role to assist in Branch activities. They do not have voting rights on the PMIPR Board. The VP of a Branch has direct reporting to the Branch Chapter President and may have dotted-line responsibility to PMIPR VP of that portfolio. To require the physical presence of the Branch President at every Board meeting may impose an unreasonable burden because of the physical distances involved. Alternatives may be used to facilitate attendance, such as conference calls, webinars, the use of a delegate, or movement of the Board meeting outside of the regular locale for meetings.
Section 8. PMIPR Directors
A. Directors. The term “Director” may be applied to a volunteer who execute their roles under the direction of a Chapter Vice-President. Such volunteer Director is not a member of the Board of Directors and does not have voting privileges on the Board.
B. The description, type and number of directors will be based on their need at any given time, the PMIPR Board of Directors shall appoint these positions as necessary by resolution.
Article VII – PMIPR Organization Structure
Article VIII – Nominations and Elections
Section 1. The nomination and election to the Board of Directors shall be conducted annually in accordance with the terms of office specified in Article VI. All voting Members in good standing of PMIPR 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, or one month 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 Nominating Committee shall prepare a slate containing nominees for the Board and shall determine the eligibility and willingness of each nominee to stand for election. Candidates for the Board 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 candidates who receive the majority of votes cast for the board shall be elected. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board. For Branch President, they shall be elected at the branch level and become a member of the PMIPR Board.
Section 4. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.
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, SWOC or any public office. No organized electioneering, communications, fund-raising or other organized activity on behalf of a candidate shall be permitted by the Chapter Nominating Committee, or other applicable body designated.
Article IX – Appointment and Removals
Section 1. At the first meeting of the Board after each election or from time to time, the Board shall appoint for a term of up to two years the Administrative Assistant of the Board. The Administrative Assistant of the Board must be a member of PMIPR.
Section 2. At the first meeting of the Board after each election, or from time to time the Board may appoint Officers, Directors, agents, lawyers or accountants as may be necessary. The appointing faculty is exclusively held by the members of the board of directors. Any Director or Officer appointed under this paragraph, must, with the exception of the accountant and lawyer, be a Member of PMIPR.
Section 3. The Board may from time to time remove any or all of the Officers, Directors, assistants, agents, lawyers or accountants and fix the remuneration (if any), to be paid to any Officer, assistant, agent or accountant elected or appointed in accordance with the preceding paragraph.
Article X – 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. PMIPR officers and/or Board Member can serve on these 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 board member accountable for that committee.
Article XI – Finance
Section 1. The fiscal year of PMIPR shall be from January 1st to December 31st.
Section 2. PMIPR annual membership dues shall be set by the Board and communicated to PMI in accordance with policies and procedures established by PMI. In the event of an increase, VP Membership or the VP Finance shall send a notice to existing membership sixty (60) calendar days prior to effective date.
Section 3. The PMIPR Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities, i.e. Revenue of Canada (GST) and Minister for Finance (Year-end taxation).
Section 4. All dues billings, dues collections and dues disbursements shall be performed by PMI.
Section 5. All invoices received by PMIPR are to be satisfied within thirty (30) days.
Section 6. Signing authorities: PMIPR will have three Board members with appropriate signing authorities, the President, the President-Elect and the VP Finance.
Article XII – Board Meetings
Section 1. The matters considered by the Board Members in a meeting of the Board shall be decided by a majority of the votes cast on the matter and in the case of an equality of votes, the vote of the President shall be required to validate the decision.
Section 2. Meetings of the Board may be called by the President or by a majority (50%+1) of the Board Members at such time and place as the persons calling the meeting may determine or as may be fixed by a resolution of the Board.
Section 3. Except as set out hereinafter, notice of the holding of a meeting of the Board shall be given by mailing, telephoning, facsimile transmittal, electronic mailing, or delivering such notice to the last known address of each Board Member at least seven (7) calendar days, excluding the day on which the notice is delivered, prior to the day fixed for such meeting. A meeting of the Board may be held without notice provided that all the Board Members are present or those absent waive notice in writing or otherwise signify in writing, or electronic mail, their consent to the meeting being held in their absence.
Section 4. At any meeting at which Board Members have been elected to fill vacancies on the Board, no notice of such meeting shall be necessary to the proposed Board Member.
Section 5. The Quorum required to validate the called meeting is a majority (50%+1) of the Board of Directors. No called meeting will be validated with out the majority (50%+1) of the Board Members.
Article XIII – Membership Meetings
Section 1. Special Meetings
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 at least 21 calendar 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 be 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 PMIPR shall be ten percent (10%) of the voting membership in good standing, present and in person.
F. All meetings shall be conducted according to parliamentary procedures determined by the rules contained in the “Manual para Procedimiento Parlamentario” (Editorial de la Universidad de Puerto Rico) in all cases where they are not inconsistent with this bylaw and any special rules of order that the PMIPR may adopt.
G. Chapter Members are entitled to one vote on each matter to be decided by Members.
Article XIV – Inurement and Conflict of Interest
Section 1. No member of the PMI Puerto Rico Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the PMI Puerto Rico Chapter, except as otherwise provided in these bylaws.
Section 2. No officer, Board Member, appointed committee member or authorized representative of the PMI Puerto Rico Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the PMI Puerto Rico Chapter of actual and reasonable expenses incurred by an officer, Board Member, committee member or authorized representative regarding attendance at Board meetings and other approved activities.
Section 3. PMI Puerto Rico Chapter may engage in contracts or transactions with members, officers or Board Members, appointed committee members or authorized representatives of PMI Puerto Rico Chapter and any corporation, partnership, association or other organization in which one or more of PMI Puerto Rico Chapter’s Board Members, officers, appointed committee members or authorized representatives are: Board Member 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 Board Members who do not have an interest in the transaction or contract;
C. The contract or transaction is fair to PMI Puerto Rico Chapter and complies with the laws and regulations of the applicable jurisdiction in which PMI Puerto Rico 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, board members, appointed committee members and authorized representatives of the PMI Puerto Rico Chapter shall act in an independent manner consistent with their obligations to the PMI Puerto Rico Chapter and applicable law, regardless of any other affiliations, memberships, or positions.
Section 5. All officers, board members, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the PMI Puerto Rico 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 XV – Indemnification
Section 1. In the event that any person who is or was an officer, board member, committee member, or authorized representative of the PMI Puerto Rico Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the PMI Puerto Rico 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 PMI Puerto Rico Chapter may purchase and maintain liability insurance on behalf of any person who is or was a board member, officer, employee, trustee, agent or authorized representative of the PMI Puerto Rico Chapter, or is or was serving at the request of the PMI Puerto Rico Chapter as a board member, 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 XVI – Amendments
Section 1. These Bylaws may be amended with a minimum of two-thirds (2/3) vote of the voting membership in good standing present at the annual meeting of the Chapter duly called and regularly held; or with a minimum of two- thirds (2/3) vote of the voting membership in good standing voting by electronic 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 to the membership at least thirty (30) days before such meeting or electronic vote end date.
Clerical changes do not require membership vote. Upon approval of the Board and of PMI, clerical amendments shall be posted for thirty (30) days prior to amendment effective date.
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 PMI Puerto Rico Chapter’s Charter with PMI.
Article XVII – Dissolution
Section 1. In the event that the PMI Puerto Rico Chapter or its governing officers failed 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 the PMI Puerto Rico Chapter’s Charter and require the chapter to seek dissolution.
In event that a PMIPR Branch or its governing officers failed to act according to these bylaws, PMIPR Chapter policies, or all PMI policies, procedures, and rules outlined in the Chapter’s charter agreement with PMI, PMIPR has a right to close the branch.
A. In the event of closing a Branch, Branch funds are to be returned to PMIPR.
B. In the event of closing a Branch, the Chapter will close the Sub-ledger account of the Branch.
Section 2. In the event the PMI Puerto Rico Chapter failed to deliver value to its members as outlined in PMI Puerto Rico Chapter’s business plan and without mitigated circumstance, the Component acknowledges that PMI has a right to revoke the PMI Puerto Rico Chapter’s Charter and require the chapter to seek dissolution.
Section 3. In the event the PMI Puerto Rico Chapter is considering dissolving, the PMI Puerto Rico Chapter’s members of the Board of Director must notify PMI in writing and follow the chapter dissolution procedure as defined in PMI’s policy.
Section 4. In the event that the PMI Puerto Rico Chapter is dissolved, its assets shall be distributed to an organization properly classified as exempt under the Internal Revenue Code of Puerto Rico and selected by a majority of the voting members, after payment of the fair, reasonable and consistent debts, in accordance with applicable legal requirements.
In the absence of the election of an organization properly classified as exempt under the Internal Revenue Code of Puerto Rico and selected by a majority of the voting members, the assets will be distributed to the Government of Puerto Rico, its municipalities, the Government of the United States or one of its states or local governments, or shall be distributed by a court to another organization to be used in such a way that according to the best judgment of the court satisfies the general purposes for which the PMI Puerto Rico Chapter was created
Section 5. Unless superseded by law, dissolution of the Chapter entity must be approved by a majority of the members voting on the motion to dissolve.
Article XVIII – Application of Bylaws Amended in 2018
This Bylaw as amended and approved by Members at a meeting of Members on November 02, 2018, shall take effect immediately.
WITNESS the Corporate Seal of the Project Management Institute of Puerto Rico, Inc. and the hands of its President and the PMIPR Board of Directors duly authorized in that behalf this 2nd day of November 2018.