Chapter Bylaws

The North Carolina Piedmont Triad Chapter of the Project Management Institute (NCPT-PMI Chapter)

 

Chapter Bylaws

May 13, 2014

Article I - Name, Principal Office:

Section 1.  This organization shall be called the North Carolina Piedmont Triad Chapter of the Project Management Institute, Inc. (hereinafter “the NCPT-PMI Chapter”).  This organization is a Chapter chartered by the Project Management Institute, Inc. (hereinafter “PMI®”).  The NCPT-PMI Chapter is separately incorporated as a non-profit, tax exempt corporation organized under the laws of North Carolina.  As such, it is incorporated as 501(c) (6) organization.

Section 2.  The primary geographic area serviced by the NCPT-PMI Chapter is in the Piedmont Triad, North Carolina area and those surrounding counties assigned by PMI®.  The NCPT-PMI Chapter may have other offices such as Branch offices as designated by the NCPT-PMI Chapter Board of Directors.

Section 3.   The NCPT-PMI Chapter shall meet all legal requirements in the state of North Carolina, where it is incorporated.

Section 4.   Use of Chapter Name: The President and the Board of Directors shall have the authority and responsibility to prohibit the use of the Chapter name in connection with any meeting or activity which does not further the purpose and objective of the NCPT-PMI Chapter or PMI®.

Article II – Relationship to PMI.

Section 1.  The NCPT-PMI 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 NCPT-PMI Chapter may not conflict with the current PMI®’s Bylaws or all policies, procedures, rules or directives established or authorized by PMI® as well with the NCPT-PMI’s Charter with PMI®.

Section 3.  The terms of the Charter executed between the NCPT-PMI 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 NCPT-PMI shall be governed by and adhere to the terms of the Charter.

Article III – Purpose and Limitations of the NCPT-PMI Chapter.

Section 1.  Purpose of the NCPT-PMI Chapter.

A.  General Purpose. The Chapter has been founded as non-profit; tax exempt corporation chartered by PMI®, and is dedicated to advancing the practice, science, and profession of project management in Area(s) of Interest in a conscious and proactive manner.

B.  Specific Purposes. Consistent with the terms of the Charter executed between the NCPT-PMI Chapter and PMI® and these Bylaws, the purposes of the NCPT-PMI Chapter shall include the following:

a)      To advance the practice and profession of Project Management.

b)      To encourage and facilitate education, certification, and professionalism in Project Management.

c)       To provide a recognized forum for the discussion and examination of ideas, problems, solutions, applications, and ideas related to the management of projects.

d)      To disseminate, within the primary area of operation of the Chapter, information regarding developments in project management.

e)      To facilitate networking and career opportunities.

f)       To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.

Section 2.  Limitations of the NCPT-PMI Chapter.

A.   General Limitations. The purposes and activities of the NCPT-PMI Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with NCPT-PMI Chapter Articles of Incorporation. 

B.   The membership database and listings provided by PMI® to the NCPT-PMI Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the NCPT-PMI 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 directors of the NCPT-PMI 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.

Article IV – Chapter Membership.

Section 1.  General Membership Provisions.

A.   Membership in the NCPT-PMI Chapter requires membership in PMI®.  The NCPT-PMI Chapter shall not accept as members any individuals who have not been accepted as PMI® members.  

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.

B.   Members shall be governed by and abide by the PMI® Bylaws and by the bylaws of the NCPT-PMI Chapter and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI® Code of Conduct.

C.   All members shall pay the required PMI® and Chapter membership dues to PMI® and in the event that a member resigns or their membership is revoked for just cause, membership dues shall not be refunded by PMI® or the NCPT- PMI Chapter.

D.   Membership in the NCPT-PMI shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.  Just cause shall include, but not be limited to, a member’s statements or actions that conflict with the goals and objectives of the Chapter, a member’s disruption of Chapter activities, violation of the PMI Code of Conduct and/or other such actions.

E.    Members who fail to pay the required dues for one (1) month shall be delinquent and their names shall be removed from the official membership list of the NCPT-PMI Chapter.  A delinquent member may be reinstated by payment in full to PMI® all unpaid dues for PMI® and the NCPT-PMI Chapter to PMI® within such one month delinquent period.  In the event dues have been paid but not posted, the member must provide a verification (written preferred) from PMI® that dues have been received in order to be considered a member in good standing.

F.    Upon termination of membership in the NCPT-PMI Chapter, the member shall forfeit any and all rights and privileges of membership.

G.   “Members in Good Standing” shall be defined as Chapter Members who have paid both PMI® and NCPT-PMI Chapter dues, and appear in the NCPT-PMI Chapter membership list.   All Members in good standing shall be eligible to vote and to hold office in the NCPT-PMI Chapter.

H.   The membership database and listings provided by PMI® to the NCPT-PMI Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the NCPT-PMI Chapter, consistent with PMI® policies.

I.     Except as provided by these Bylaws or in the Chapter’s Charter with PMI®, or by applicable law, no Board member or other member of the Chapter may act on behalf of the Chapter or hold himself or herself out to the public as authorized to act on behalf of the Chapter without the prior express, written approval of the Chapter Board of Directors.

Section 2.  Classes and Categories of Members. The NCPT-PMI Chapter shall not create its own membership categories.  PMI® Component membership categories shall be consistent with PMI® membership categories.

Article V –Chapter Board of Directors:

Section 1.  The NCPT-PMI Chapter shall be governed by a Board of Directors (Board).  The Board shall work in a collaborative effort and be responsible for carrying out the purposes and objectives of the non-profit corporation (or equivalent).

  • President
  • Executive Vice President
  • Vice President –Information Technology
  • Vice President – Finance
  • Vice President – Marketing/Communication
  • Vice President – Membership
  • Vice President – Education and Professional Development
  • Vice President - Programs
  • Vice President - Governance

No voting Board member shall hold two (2) Board positions concurrently as to avoid risks such as resource constraints should the individual resign his/her position before the term expires or duties are not fulfilled as required by the by laws.

Section 2.  The Board shall consist of the officers of the NCPT-PMI Chapter elected by the membership and shall be members in good standing of PMI® and of the NCPT-PMI Chapter.  Terms of office for the Officers shall be 2 years limited to 2 consecutive terms in the same position, and no more than 3 consecutive terms on the Board in general.  The exceptions to this shall be the term of the President and Executive Vice President which shall be limited to one-one year term.  The overall term of anyone succeeding to the role of the President may exceed the rule to three consecutive terms on the Board since the succession may require that he/she need that level of experience prior to gaining the leadership role.   Specific details, as well as additional responsibilities, are outlined in the NCPT-PMI Chapter Policies and Procedures Manual(s).

Section 3. The President shall be the chief executive officer for the NCPT-PMI 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 vote on all committees except the Nominating Committee.  

Section 4. The Executive Vice President shall serve as president elect of the NCPT-PMI Chapter. In situations where the President is unavailable, the Executive Vice President shall assume the role, administering the President's duties.  This officer shall also be responsible for implementing initiatives to increase awareness and promote interest in Project Management among leaders of NC Triad companies and organization through expansion of mutually beneficial relationships outside traditional PMI® communities. 

Section 5. The Vice President Finance shall oversee the management of funds for duly authorized purposes of the NCPT-PMI Chapter; meet with the board to define the annual operating budget for the planning of Chapter activities; gain approval from the board of the annual operating budget with guidelines, restrictions, and corrective action when the budget is not adhered to; prepare all financial reports to the Chapter and to PMI®.    

Section 6. The Vice President Education and Professional Development shall be responsible for the development and coordination of educational seminars on project management topics, courses to prepare members for the PMI® certification examinations, courses for PMI® Professional Development and other continuing educational seminars.  This officer is also responsible for providing information to members about PMI®certification / re‐certification, and for reporting to PMI® Headquarters on Professional Development Units (PDUs) sponsored by NCPT-PMI.   

Section 7. The Vice President Programs shall develop and coordinate programs for regularly scheduled chapter meetings.  This officer shall also be responsible for facility coordination, Vendor coordination, advertising information and updating website’s schedule of events, as appropriate, including the PM Network Magazine.

Section 8. The Vice President Information Technology shall oversee the NCPT-PMI Chapter e‐mail service and website; and serve as owner for all Chapter technology initiatives.   The VP of Information Technology is responsible for the implementation of external facing communications, user interaction and issues with the Chapter website, collaborative features and email service. All information dissemination regarding the Chapter (i.e. announcements, advertisements, etc.) shall come solely from the information technology function, which includes IT specific VP or Director At-Large positions.  Exceptions can be made in the event that IT VP and Director At-Large positions are completely vacant. If circumstances require anyone outside these roles to perform external facing communications, a 2/3 vote from the Board is required.

Section 9. The Vice President Marketing/Communication shall publicize the NCPT-PMI Chapter to the Chapter members and the general public; collect content for the Chapter website; generate awareness of the NCPT-PMI Chapter in the greater Triad area; provide membership notices of meetings and other functions; provide liaison to the news media.  This officer shall also be responsible for advertising information and updating website’s schedule of events, as appropriate, including the PM Network Magazine.  Marketing responsibilities include the solicitation and management of the Corporate Sponsorship program.

Section 10.  The Vice President of Membership shall encourage NCPT-PMI Chapter membership, including renewals and new members; welcome new members; establish and maintain a volunteer database and update the Board with membership statistics and data. 

Section 11.  The Vice President of Governance shall be responsible for create maintain and enforcepolicies and governance within NCPT-PMI. 

Section 12. The Immediate Past President will serve as a consultant to the current president.  This position will be a non-voting position.  This position shall be responsible for coordinating and submitting the Chapter Charter Annual Renewal Report. The Past President is responsible for the proper registration of new incoming board members with PMI Global.

Section 13. AtLarge Directors(s) – At‐Large Directors are appointed officers and serve on the Board of Directors. The number of At-Large Directors is limited to seven.  The roles of At‐Large Directors are determined by the Board and may be changed periodically to meet requirements of ongoing operations.  Directors At-Large are nominated by the President and approved by the Board by simple majority vote.  Directors At-Large serves as Chapter Officers but do not hold voting rights on the Board.  They may represent new or existing areas of business, but do not hold voting rights on the Board.  The term of an At-Large Director is two years from the date of the appointment.  The appointment can be made at any time of a given operating year.

Directors  ‐  Director positions on the Operational Management Team are appointed by the Board of Directors and their duties shall be described in the Chapter’s Standard Operating Procedures. The President and Vice Presidents holding a specific named area of business may appoint a specific individual for an approved Director position, once the position is approved by the Board.  Directors shall perform projects within that Board member’s duties.  Directors serve an undefined length of time.  Directors are considered Chapter Officers, but do not serve on the Board of Directors and do not hold voting rights.

A new director at large position is the Secretary.  He / She shall keep adequate records of all proceedings, actions and meetings of the Chapter and the Board of Directors.  The Secretary shall have custody of the original Constitution and the Bylaws and of amendments thereto.  The Secretary shall be responsible for certifying the results of all Chapter and Board votes and elections.

One predetermined Director Role is Director of Elections.  This role is defined for the purpose of coordinating the annual election.  Determination of the director position will take place no later than June 30th of each calendar year.  This position is responsible for coordination of all activities for the election.  Responsibilities include but not limited to Identifying positions for election, solicitation and review of candidates, perform the election, validate the results of the election, and all communication associated with the election process as outlined in Article VI of the bylaws.

Section 14.  Officer Responsibilities.  

Section 14.1.  Abide by the Charter Agreement, the NCPT-PMI Chapter By‐laws, and the NCPT-PMI Chapter Policies and Procedures Manual. Ensure that PMI® policies and procedures are upheld as outlined in the PMI® Chapter Guidelines & Policies Manual. Ensure that the NCPT-PMI Chapter By‐laws and operational policies are upheld and enforced.

Section 14.2.  Prepare an annual plan and budget for the activities under his/her purview. Form committees and direct special projects as needed to fulfill the goals and objectives in the annual plan. Act as chapter liaison and communicate with PMI®GOC, PMI®Region, other sister Chapters or Components, and any other local professional resources for any programming within his/her purview.

Section 14.3.  For a period of one (1) year following the term of office, officers shall make themselves available as a resource to the officer newly elected to the respective office. The following sections establish general duties for each of the designated offices.  Specific duties are detailed within the Chapter’s policies and procedures manual(s).

Section 14.4.  The Chapter Officers shall be bound individually by any action of the Chapter Board of Directors and collectively by the Charter Agreement and the Bylaws of the Chapter and PMI®.

Section 14.5.  The Chapter Officers shall have additional duties and authority as may be conferred by the Chapter policies and procedures manual(s) and/or as instructed by the Board. 

Section 14.6.  Board Member Removal Process.  In the event it becomes necessary to remove a duly elected Board member, the following process will be followed:

Removal Process - Initiated by Member of Chapter:

a)      Removal recommendation is confidentially submitted by a Board member in writing to the President.

b)      The President shall interview both the member submitting the recommendation and the Board member in question, to determine the facts and merit associated with the recommendation.  The President shall decide if the matter warrants further review by the Board.

c)       Subsequent to this review, if the Board member is to be considered for removal, the President shall notify said Board member, and present the facts to the entire Board. 

d)      The Board Member under consideration for removal will have 14 days to present a written response to the recommendation for removal.

e)      After discussion, the Board shall vote on the standing.

Removal Process - Just Cause:

a)   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.  Additionally, a Board member  may be removed from office if a) he/she fails to attend three Board meetings during any twelve (12) consecutive month period, b) he/she consistently fails to meet the obligations of his/her office or c) there is any other just cause in connection with the affairs of the organization.  This removal may be accomplished by a two-thirds (2/3) vote of the members in person at an official meeting of the membership, or by a majority vote of the Board.

b)   Results of the vote will be provided to the Board member in writing.  

Section 14.7.  Resignation of the President.  In the event that the President is unable or unwilling to complete her/his term, the President will submit a written resignation to the Board.  The President - Elect will assume the position upon receipt of the letter of resignation and follow the transition guidelines as detailed by PMI®.

Section 14.8.  Resignation of Other Board Members.  In the event that any Board Member is unable or unwilling to complete her/his term, the Board Member will submit a written resignation to the Board.   Upon receipt of the letter of resignation the Board will appoint a replacement for the position and follow the transition guidelines as detailed by PMI®

Section 15.  The Board shall exercise all powers of the North Carolina Piedmont Triad PMI 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 North Carolina Piedmont Triad PMI Chapter business and funds.

Section 16.  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, videoconference or other legally acceptable means.  Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

Section 17.  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 of PMI® or of the NCPT-PMI Chapter by reason of non-payment of dues, or where the officer or Director at Large fails to attend two (2) consecutive Board meetings.   Additionally, an officer or Director at Large may resign by submitting written notice to the President. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the President of the written notice.  The President shall notify the other Board members make the resignation known to the other Board members as soon as possible. 

Section 18:  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.  For the role of the Chapter President only, in the event the President is unable or unwilling to complete the current term of office, the Executive Vice President shall assume the duties and office of the presiding officer for the remainder of the term.

Article VI – Chapter Nominations and Elections:

Section 1.  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 North Carolina Piedmont Triad PMI 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 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 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 by electronic vote in compliance with the legal jurisdiction to all voting members in good standing. 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.

Section 5. In accordance with PMI®policies, practices, procedures, rules and directives, no funds or resources of PMI® or the Component may be used to support the election of any candidate or group of candidates for PMI®, Component 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 Component Nominating Committee, or other applicable body designated by the Component, will be the sole distributor(s) of all election materials for Component elected positions.

Article VII – Chapter 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.  Committee members must be members in good standing of PMI® and the NCPT-PMI Chapter.  The NCPT-PMI Chapter officers and/or Directors can serve on the Chapter Committees.

Section 2.  A chairperson for each committee shall be appointed by the President with the majority approval of the Board.  These individuals are not part of the Board of Directors, but instead are named according to the Committee structure as Chairpersons. They do not sit on the Board of Directors.

Section 3.  Committee chairpersons and committee members may be removed from office by the President and a majority vote of the Board. 

Section 4.  Chairpersons will serve one-year terms of office.  Committee chairpersons and members shall serve on the committees until the purposes of their committee have been met, but for no more than two years.

Article VIII – Chapter  Finances:

Section 1.  The fiscal year of the NCPT-PMI Chapter shall be from 1 January to 31 December.

Section 2.  NCPT-PMI Chapter annual membership dues shall be set by the Chapter’s Board and communicated to PMI® in accordance with policies and procedures established by PMI®.

Section 3.  The NCPT-PMI 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®.

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, by a majority of the Board, or by petition of ten percent (10%) of the voting membership directed to the President.

Section 3.  Notice of all annual meetings shall be sent by the Board to all members at least 28 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.

Section 4.  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.

Section 5.  Quorum at all annual and special meetings of the NCPT-PMI Chapter shall be those members in good standing, present and in person.

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 NCPT-PMI Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the NCPT-PMI Chapter, except as otherwise provided in these bylaws.

Section 2. No officer, director, appointed committee member or authorized representative of the NCPT-PMI Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board.  However, the Board may authorize payment by the NCPT-PMI 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. NCPT-PMI Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of  NCPT-PMI Chapter and any corporation, partnership, association or other organization in which one or more of  NCPT-PMI Chapter 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:

  1. 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;
  2. 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;
  3. the contract or transaction is fair to  NCPT-PMI Chapter complies with the laws and regulations of the applicable jurisdiction in which NCPT-PMI 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, directors, appointed committee members and authorized representatives of the NCPT-PMI Chapter shall act in an independent manner consistent with their obligations to the NCPT-PMI Chapter 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 NCPT-PMI 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 XI - Identification:

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

Article XII - Amendments: 

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, present at an annual or special meeting of the NCPT-PMI 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 days (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 NCPT-PMI Chapter Charter with PMI®.

Article XIII – Dissolution:

Section 1.  In the event that the NCPT-PMI Chapter or its governing officers failed to act according to this bylaws and NCPT-PMI Chapter’s or all PMI® policies, procedures, and rules outlined in the charter agreement, PMI® has a right to dissolve the Chapter. 

Section 2.  In the event the NCPT-PMI Chapter failed to deliver value to its members as outlined in NCPT-PMI Chapter’s business plan and without mitigated circumstance, the Component acknowledges that PMI® has a right to dissolve the Chapter as per the terms of the Charter. 

Section 3.  In the event the NCPT-PMI Chapter is considering to dissolve the Chapter. The NCPT Chapter’s members of the Board of Director must notify PMI® in writing and follow the component dissolution procedure as defined in PMI®’s policy.

Section 4.  Should the NCPT-PMI Chapter 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.