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Note: The official Bylaws of the Silver Spring Chapter of PMI use the abbreviation “SSMPMIC” to refer to the chapter. In the Bylaws as they appear below, this abbreviation has been replaced with “PMI-SSC”, which is the abbreviation now commonly in use. Bylaws of the Project Management Institute, Silver Spring, Maryland Chapter Article I – Name, Principal Office and Relationship to PMI: Section 1. This organization shall be called the Project Management Institute, Silver Spring, Maryland Chapter, (hereinafter "the [PMI-SSC]"). This organization is a Silver Spring, Maryland PMI Chapter chartered by the Project Management Institute, Incorporated (hereinafter "PMI®") and separately incorporated as a non-profit, tax exempt corporation (or equivalent) organized under the laws of the United States of America and those of the State of Maryland. Section 2. The principal office of the PMI-SSC shall be located in 13100 Columbia Pike, Silver Spring, Maryland – 20904, USA. Section 3. The PMI-SSC is responsible to the duly elected PMI Board of Directors and is subject to all PMI policies, procedures, rules and directives lawfully adopted. Section 4. The PMI-SSC shall meet all legal requirements in the jurisdiction(s) in which the PMI-SSC conducts business or is incorporated/registered. Section 5. The bylaws of the PMI-SSC may not conflict with the current PMI’s Bylaws and all policies, procedures, rules or directives established or authorized by the PMI Board of Directors as well as with the PMI-SSC’s Charter with PMI. Section 6. The terms of the Charter executed between the PMI-SSC and PMI, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder. Article II – Purpose: Section 1. The objectives of the PMI-SSC:   Support and grow the mission and objectives of PMI within the Silver Spring and suburban Maryland area. Continue to grow the membership of the local Silver Spring chapter with committed individuals and businesses. Promote members' high ethical professional business standards. Enhance educational offerings to strengthen the membership's knowledge and support PMI certification programs. Promote members' opportunities for professional growth and development. Article III – Membership: Section 1. 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, sex, marital status, national origin, religion, or physical or mental disability. Section 2. Membership in the PMI-SSC requires membership in PMI. The PMI-SSC shall not accept as members any individuals who have not been accepted as PMI members, and shall not create its own membership categories. Section 3. Only "Active Members" of PMI-SSC are eligible to Vote and Hold Office in the PMI-SSC. Section 4. Members shall be governed by and abide by the PMI Bylaws and by the bylaws of the PMI-SSC and all policies, procedures, rules and directives lawfully made thereunder. Section 5. All members shall pay the required PMI and Local Chapter membership dues to PMI and in the event that a member becomes inactive, resigns or is expelled from membership dues shall not be refunded by PMI or the PMI-SSC. Section 6. Membership in the PMI-SSC shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause. Section 7. Except for failure to pay dues, no member shall be expelled from the Chapter without fair process. Section 8. Members who fail to pay the required dues for one (1) month shall be delinquent and their names removed from the official membership list of the PMI-SSC. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the PMI-SSC. Section 9. Upon termination of membership in the PMI-SSC the member shall forfeit any and all rights and privileges of membership. Section 10. The membership database and listings provided by PMI to the PMI-SSC may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the PMI-SSC, consistent with PMI policies. Article IV – Officers: Section 1. The PMI-SSC shall have up to 8 elected officers to serve in the following positions: President, Secretary & Treasure, Vice President- Finance, Vice President- Technology, Vice President- Education & Training, Vice President- Membership, Vice President & Trustee, Vice President - Special Projects. All officers shall be members in good standing of PMI and of the PMI-SSC. The officers will serve 2-year terms of office, staggered so that a minimum of 3 officer(s) is elected each year. Section 2. The President shall be the chief executive officer for the PMI-SSC 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 & CEO shall also serve as a member ex-officio with the right to vote on all committees except the "Nominating Committee". Section 3. The Secretary & Treasurer shall keep the records of all business meetings of the PMI-SSC and meetings of the Board. Section 4. The Vice President Finance & cfo shall oversee the management of funds for duly authorized purposes of the PMI-SSC. The Duties will also include seeking and securing corporate sponsorship and fund-raising activities. Section 5. The Vice President- Technology shall oversee the development, implementation and management of technology for the overall chapter requirements. Section 6. The Vice President- Education & Training shall oversee the development, implementation and management for the overall chapter requirements. Section 7. The Vice President- Membership shall oversee all matters related to chapter membership. Section 8. The Vice President- Trustee shall oversee all matters of an Ethical nature for the organization at the request of the Officers and Board of Directors. PMI's member's standards will be used as the guideline in reviewing all issues. Section 9. The Vice President – Special Project will oversee such projects as the board directs. Article V – Board of Directors: Section 1. The PMI-SSC 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-SSC and Four (4) Directors at Large elected by the membership. All Directors at Large shall be members in good standing of PMI and of the PMI-SSC. Terms of office for the Directors at Large shall be two (2) years, staggered so that two (2) Director(s) At Large are elected each year. Section 3. The Board shall exercise all powers of the PMI-SSC, except as specifically prohibited by these bylaws, the PMI Bylaws and policies, 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-SSC business and funds. Section 4. The Board shall meet at the call of the President &CEO, or at the written request of three (3) members of the Board directed to the Vice President- Membership & Trustee. A quorum shall consist of no less than 2/3 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 5. The Board of Directors shall 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; either of PMI or of the PMI-SSC 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 PMI-SSC chief executive officer or the Secretary & Treasure. 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. 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 7. 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 & chief executive officer is unable or unwilling to complete the current term of office, the Secretary & Treasurer shall assume the duties and office of the presiding officer for the remainder of the term. Article VI – Nominations and Elections: Section 1. Chapter Officers will be elected by majority vote of Chapter Members in attendance at the annual business meeting. The nomination and election of officers and directors shall be conducted annually in accordance with the terms of office specified in Article IV, Section 1 and Article V, Section 2. All voting members in good standing of the PMI-SSC 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 in the year following, based on the Fiscal calendar (January 1 to December 31). They 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 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 petition process established by the Nominating Committee or the Board. Elections shall be conducted: (a) during the annual meeting of the membership. The candidate who receives a majority of votes cast for each office shall be elected. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board. Section 4. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee. Article VII – 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. Section 2. All committee members and a chairperson for each committee shall be appointed by the PRESIDENT & CEO, with the approval of the Board. Committee members may be appointed from the membership of the organization. Article VIII – Finance: Section 1. The fiscal year of the PMI-SSC shall be from 1 January to 31 December. Section 2. Annual membership dues shall be set by the Board and communicated to PMI in accordance with policies and procedures established by the PMI Board of Directors. Section 3. The 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. Section 2. Special meetings of the membership may be called by the President & CEO, by a majority of the Board, or by petition of ten percent (10%) of the voting membership directed to the PRESIDENT & CEO. Section 3. The Board shall send notice of all annual and special meetings to all members at least 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 4. Quorum at all annual and special meetings of the PMI-SSC shall be ten percent (10%) of the voting membership in good standing, present in person. Section 5. The PMI-SSC shall conduct chapter meetings on a quarterly basis at a minimum. The purpose of these chapter meetings will be to provide programs that further the objectives of the PMI-SSC and PMI®. Section 6. 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 the PMI-SSC shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the PMI-SSC, except as otherwise provided in these bylaws. Section 2. No officer, director, appointed committee member or authorized representative of the PMI-SSC shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the PMI-SSC 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. PMI-SSC may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of PMI-SSC and any corporation, partnership, association or other organization in which one or more of PMI-SSC directors, officers, appointed committee members or authorized representatives are: directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:   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; the board in good faith authorizes the contract or transaction by a majority vote of the directors who do not have an interest in the transaction or contract; The contract or transaction is fair to PMI-SSC and complies with the laws and regulations of the applicable jurisdiction in which PMI-SSC 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, directors, appointed committee members and authorized representatives of the PMI-SSC shall act in an independent manner consistent with their obligations to the PMI-SSC and applicable law, regardless of any other affiliations, memberships, or positions. Section 5. 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 the PMI-SSC 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 the PMI-SSC, acting in good faith and in a manner reasonably believed to be in the best interests of the PMI-SSC, 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 again 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-SSC 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 the PMI-SSC, or is or was serving at the request of the PMI-SSC 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 present at an annual meeting of the PMI-SSC 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 forty-five (45) 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 forty-five (45) 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. The Board with or without recommendation shall present all such proposed amendments. 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-SSC Charter with PMI. Article XIII – Dissolution: Section 1. Should the PMI-SSC dissolve for any reason, its assets shall be dispersed to a charitable organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements. Note: For more information about future PMI-SSC meetings and events, or for comments/questions about this website, please contact Rusty Richards (rusty@pmi-ssc.org).