Section 1.  Name/Non-Profit Incorporation. 

This organization shall be called the Project Management Institute, Metropolitan St. Louis Chapter (hereinafter “PMIMSL”).  This organization 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 state of Missouri.  All Chapters formed within the United States must be incorporated as 501(c) (6) organization. 

Section 2.  The Metropolitan St. Louis Chapter shall meet all legal requirements in the jurisdiction(s) in which the Metropolitan St. Louis Chapter conducts business or is incorporated/registered. 

Section 3.  Principal Office; Other Offices. 

The principal office of the Metropolitan St. Louis Chapter shall be located in the metropolitan St. Louis area in the state of Missouri. The PMIMSL may have other offices such as Branch offices as designated by the Metropolitan St. Louis Chapter Board of Directors.

Section 1.  The Metropolitan St. Louis Chapter is responsible 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 Metropolitan St. Louis 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 PMIMSL’s Charter with PMI.

Section 3.  The terms of the Charter executed between the Metropolitan St. Louis 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 Metropolitan St. Louis Chapter shall be governed by and adhere to the terms of the Charter. 

Section 1.  Purpose of the Metropolitan St. Louis Chapter. 

A. General Purpose. The Metropolitan St. Louis 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 a conscious and proactive manner. 

B. Specific Purposes. Consistent with the terms of the Charter executed between the Metropolitan St. Louis Chapter and PMI and these Bylaws, the purposes of the Metropolitan St. Louis Chapter shall include the following:  

1. To foster professionalism in the management of projects.
2. To contribute to the quality and scope of project management.
3. To stimulate appropriate global application of project management for the benefit of the general public.
4. To provide a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and others interested and involved in project management.
5. To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
6. To provide dedicated leadership and a supporting organizational structure to advance and expand the project management profession within the Metropolitan St. Louis Area.
7. To provide direction and guidance for the development and dissemination of technical, managerial and educational material and high-quality programs which support the needs of its corporate, government and academic membership.
8. To build a strong enduring membership base of project management professionals by providing value-added services, professional programs, and active information interchange.
9. To advance the mission and objectives of PMI® within the Metropolitan St. Louis area. 

Section 2.  Limitations of the Metropolitan St. Louis Chapter. 

1. General Limitations. The purposes and activities of the Metropolitan St. Louis Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with Metropolitan St. Louis Chapter Articles of Incorporation.
2. The membership database and listings provided by PMI to the Metropolitan St. Louis Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Metropolitan St. Louis Chapter, consistent with PMI® policies and all applicable laws and regulations, including but not limited to those laws and regulations pertaining to privacy and use of personal information.
3. The officers and directors of the Metropolitan St. Louis Chapter shall be solely accountable for the planning and operations of the Chapter and shall perform their duties in accordance with the Chapter’s governing documents; its Charter Agreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law. 

Section 1. General Membership Provisions. 

1. Membership in the Metropolitan St. Louis Chapter requires membership in PMI®. The Metropolitan St. Louis Chapter shall not accept as members any individuals who have not been accepted as PMI® members. Membership in this organization 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.
2. Members shall be governed by and abide by the PMI Bylaws and by the bylaws of the Metropolitan St. Louis Chapter and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.
3. All members shall pay the required PMI and Metropolitan St. Louis Chapter membership dues to PMI® and in the event a member resigns, or their membership is revoked for just cause, membership dues shall not be refunded by PMI® or the Metropolitan St. Louis Chapter.
4. Membership in the Metropolitan St. Louis Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
5. Members who fail to pay the required dues when due shall be delinquent and their names removed from the official membership list of the Metropolitan St. Louis Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues plus the applicable application fee for PMI and the Metropolitan St. Louis Chapter to PMI.
6. Upon termination of membership in the Metropolitan St. Louis Chapter, the member shall forfeit any and all rights and privileges of membership.
7. All Metropolitan St. Louis Chapter members in good standing are eligible to vote on all matters presented to Chapter membership. In addition, all Metropolitan St. Louis Chapter members meeting the qualifications are eligible to run for and hold a Metropolitan St. Louis Chapter elected position. 

Section 2.  Classes and Categories of Members. 

1. The Metropolitan St. Louis Chapter shall not create its own membership categories.  PMI Chapter membership categories shall be consistent with PMI membership categories. 

(Source: Chapter Leader Guide: Chapter Volunteer Role Delineation Study) 

Section 1.  The Metropolitan St. Louis 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 Metropolitan St. Louis Chapter elected by the membership and shall be members in good standing of PMI and of the Metropolitan St. Louis Chapter. 

Terms of office for the Officers shall be two (2) years, limited to two (2) consecutive terms in the same position, and no more than four (4) consecutive terms on the Board in general. These positions are staggered so that five (5) are elected each year. 

Section 3. The President shall be the president for the Metropolitan St. Louis 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. 

The President-Elect, President, and Past President will be filled sequentially by one individual over a four-year term. However, only the two active years as President will be calculated toward the Board term limit. The individual will be elected to serve as President-Elect for an even-numbered year. At the end of this first year, the President-Elect will become the President, and the previous President will become the Past President. At the end of the second year, the Past President position will be vacated, the President will remain, and a new President-Elect will be elected. The Past President will be filled during odd-numbered years and vacant during even-numbered years. 

Section 4.  The Vice President of Administration and Governance shall keep the records of all business meetings of the Metropolitan St. Louis Chapter and meetings of the Board. 

Section 5.  The Vice President of Finance shall oversee the management of funds for duly authorized purposes of the Metropolitan St. Louis Chapter. 

Section 6. The President-Elect or Past President shall serve as assistant to the President, as directed by the President and consistent with the purposes of the chapter and these bylaws. If the President is unable to serve, the President-Elect or Past President will take over the remainder of the President’s term. 

Section 7. The VP of Membership is responsible for addressing the needs of the chapter membership, including service delivery, recruiting and retaining members; and planning non-PDU generating events, such as networking, in accordance with chapter policies and bylaws. 

Section 8. The VP of Volunteers is responsible for addressing the needs of the volunteers; including recruitment, retention, recognition, and leadership development training, and support the Board in accordance with the chapter's strategic plan, policies, and bylaws. 

Section 9. The VP of Communication is responsible for all communication to membership and owner of all electronic media channels for PMIMSL, keeping in sync with Marketing strategies for improving PMI® and PMIMSL’s brand in the community. 

Section 10. The VP of Outreach is responsible for maintaining and improving the chapter’s relations with local corporate, academic, other professional entities and the community. 

Section 11. The VP of Professional Development is responsible for the development of professional programs which typically are a minimum of 4 hours in duration. A PMI® 

 credential is preferred for this position. 

Section 12: The VP of Programs is responsible for chapter dinner meetings (including pre-meeting presentations) and alternate venue meetings (including breakfast and lunch meetings, networking events, and other chapter special events), which typically award PDUs to attendees. Events managed are usually less than 4 hours in duration. A PMI® credential is preferred for this position. 

Section 13.  The Board shall exercise all powers of the Metropolitan St. Louis 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 Metropolitan St. Louis Chapter business and funds. 

Section 14.  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, email, facsimile or other legally acceptable means.  Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. The President (or President-Elect/Past President if the President is absent) shall break ties on board votes. 

Section 15.  The Board of Directors may declare a Vice President position to be vacant where a Vice President ceases to be a member in good standing of PMI or of the Metropolitan St. Louis Chapter by reason of non-payment of dues, or where the Vice President fails to attend two (2) consecutive Board meetings without notification to the President. An officer Vice President may resign by submitting written notice to the President and Vice President Administration and Governance. 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 16: A Vice President 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 17: If any Vice President position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position, ratified by a two-thirds (2/3) majority vote of the Board.  In the event the President is unable or unwilling to complete the current term of office, the President-Elect or Past President 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. 

Section 1.  The nomination and election of officers and 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 Metropolitan St. Louis Chapter 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 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 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; 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 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, including the Single Point of Contact, shall be eligible for inclusion in the slate of nominees prepared by the Committee. 

Furthermore, to uphold the principle of fairness and prevent any conflicts of interest, no current member of the Nominating Committee may resign from their position on the committee with the intention to run for a Board Candidate position. 

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. 

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. The Metropolitan St. Louis Chapter officers, Vice Presidents and/or Directors can serve on the Metropolitan St. Louis Chapter 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 President with the approval of the Board. 

Section 1.  The fiscal year of the Metropolitan St. Louis Chapter shall be from 1 January to 31 December. 

Section 2.  Metropolitan St. Louis Chapter annual membership dues will be agreed upon between PMI and the Metropolitan St. Louis Chapter’s Board of Directors and communicated in accordance with policies and procedures established by PMI®.

Section 3.  The Metropolitan St. Louis Chapter 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®. 

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 meetings shall be sent by the Board to all members at least 30 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 directed to the President. Notice of all special meetings shall be 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. 

Section 3.  Quorum at all annual and special meetings of the Metropolitan St. Louis Chapter shall be those members in good standing, present and in person. 

Section 4.  All meetings shall be conducted according to parliamentary procedures determined by the Board. 

Section 1.  No member of the Metropolitan St. Louis Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Metropolitan St. Louis Chapter, except as otherwise provided in these bylaws. 

Section 2. No officer, director, appointed committee member or authorized representative of the Metropolitan St. Louis Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board.  However, the Board may authorize payment by the Metropolitan St. Louis Chapter 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. All officers, directors, appointed committee members and authorized representatives of the Metropolitan St. Louis Chapter shall act in an independent manner consistent with their obligations to the Metropolitan St. Louis Chapter and applicable law, regardless of any other affiliations, memberships, or positions. 

Section 4. 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 Metropolitan St. Louis 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. 

Section 1.  In the event that any person who is or was an officer, director, committee member, or authorized representative of the Metropolitan St. Louis Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Metropolitan St. Louis 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 Metropolitan St. Louis Chapter 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 Metropolitan St. Louis Chapter, or is or was serving at the request of the Metropolitan St. Louis Chapter 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. 

Section 1.  These bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing voting by electronic ballot; or by two-thirds (2/3) vote of membership present and voting at an annual meeting of the Metropolitan St. Louis Chapter 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 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 in writing to the membership at least thirty (30) 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.  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 Metropolitan St. Louis Chapter’s Charter with PMI ®. 

Section 1.  In the event the Metropolitan St. Louis 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 Metropolitan St. Louis Chapter Charter and require the chapter to seek dissolution. 

Section 2.  In the event the Metropolitan St. Louis Chapter fails to deliver value to its members as outlined in PMIMSL’s annual plan and without mitigated circumstance, the Chapter acknowledges that PMI® has a right to revoke the Metropolitan St. Louis Chapter Charter and require the chapter to seek dissolution.

Section 3.  In the event the Metropolitan St. Louis Chapter considers dissolving, the PMIMSL’s members of the Board of Directors must notify PMI® in writing and follow the Chapter dissolution procedure as defined in PMI’s policy. 

Section 4.  Should the Metropolitan St. Louis Chapter dissolve for any reason, its assets shall be dispersed to an organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements. 

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.