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Article V – Board of Directors

Section 1. The 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 Chapter.

Section 3. The Board shall exercise all powers of the 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 Chapter business and funds.

Section 4. 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. With the exception of the Immediate Past President, each member shall be entitled to one (1) vote and may take part and vote in person or by proxy as described in this section. Although the Immediate Past President is normally a non-voting member, when an Officer has resigned, the Immediate Past President may vote in order to break a tie vote. When an agenda item that requires a vote is publicized prior to the meeting, a Board member may cast his or her vote by proxy. A proxy vote shall be in writing and sent to the President of the Board prior to the meeting for which the agenda item is discussed. At its discretion, the Board may conduct its business by teleconference, facsimile, electronic ballot, or other legally acceptable means. Meetings shall be conducted in accordance with Roberts Rules of Order or other parliamentary procedures determined by the Board.

Section 5. The Board of Directors shall declare an officer position to be vacant where an officer ceases to be a member in good standing of PMI or of the Chapter by reason of non-payment of dues, or where the officer fails to attend two (2) consecutive Board meetings without adequate excuse. An officer may resign by submitting written notice to the President or the officer responsible for keeping official records. 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 6. Recommendation to remove an officer from office for just cause in connection with the affairs of the organization may be made 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. Upon receipt of the recommendation, the Board will charter a committee to investigate and report the facts. Upon receipt of the committee’s information, a Special Meeting will be called by the Board in accordance with Article IX. An officer may be removed from office by a vote of two-thirds (2/3) vote of the members present and in person at the Special Meeting.