Constitution

This organization shall be called the \\\\\\\"Project Management Institute, Wichita Kansas Chapter\\\\\\\" and its abbreviated title is \\\\\\\"Project Management Institute of Wichita\\\\\\\" or \\\\\\\"PMI - Wichita Kansas Chapter\\\\\\\" (hereinafter \\\\\\\"the Chapter\\\\\\\"). This organization is a chapter chartered by the Project Management Institute, Incorporated (hereinafter \\\\\\\"PMI®\\\\\\\") and separately incorporated as a non-profit, tax-exempt corporation organized under the laws of the State of Kansas.

The principal office of the Chapter shall be located in Wichita, Kansas in the nation of The United States of America.

The Chapter is responsible to the duly elected PMI® Board of Directors and is subject to all PMI® policies, procedures, rules and directives lawfully adopted.

The Chapter shall meet all legal requirements in the jurisdiction in which the Project Management Institute, Wichita Kansas Chapter conducts business or is incorporated.

The Bylaws of the Chapter may not conflict with the current PMI® Bylaws and all policies, procedures, rules, or directives established or authorized by the PMI® Board of Directors as well as with the Chapter's Charter with PMI®.

The terms of the Charter executed between the Chapter and PMI®, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder.

The purpose of the Chapter is to promote professionalism in Project Management while furthering the objectives of the Project Management Institute (PMI®).

The specific objectives of the Chapter are:

To build professionalism in Project Management

To provide a forum for the free exchange of Project Management ideas, solution, and applications

To develop and disseminate project management terminology and techniques and to improve communications among Project Management professionals

To provide project management information and education to professionals in industry, government, and academic institutions within the Chapter's area

To promote project management and PMI® among Wichita area organizations

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.

Membership in the Chapter requires membership in PMI®. The Chapter shall not accept as members any individuals who have not been accepted as PMI® members, and shall not create its own membership categories.

The Chapter shall have two classes of members, each with rights, privileges, and voting rights as hereinafter provided:

Members - Any person meeting the general membership eligibility qualifications and actively pursuing the application of project management techniques, engaged in the teaching of project management techniques, or conducting research directed toward improvement or development of the techniques. Members shall have voting rights.

Student Members: - Individuals registered in an accredited education institution are the only persons qualified for student membership. A student member shall not have voting rights and may not hold any office in the Chapter.

Members shall be governed by and abide by the PMI® Bylaws and by the Bylaws of the Chapter and all policies, procedures, rules and directives lawfully made thereunder.

All members shall pay the required PMI® and Chapter membership dues to PMI® and in the event that a member resigns, membership dues shall not be refunded by PMI® or the Chapter.

Membership in the Chapter shall terminate upon the member's resignation, failure to pay dues or expulsion from membership for just cause.

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 Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI® and the Chapter to PMI®.

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

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

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.

The Board shall consist of the elected officers as are specified in the Chapter Bylaws. The President of the Chapter shall act as Chairperson of the Board of Directors.

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

The Chapter's fiscal year shall be from 1 January to 31 December.

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.

The Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.

All dues billings, dues collections and dues disbursements shall be performed by PMI®.

Fees for Chapter sponsored events shall be set by the Board. The Board shall define billing and collection procedures for fee amounts.

This Constitution may be amended by a two-thirds (2/3) vote of the voting membership in good standing present at a meeting of the 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 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.

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.

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 Chapter's Charter with PMI®.

No member of the Chapter shall receive any pecuniary gain, benefit, or profit, incidental or otherwise, from the activities, financial accounts and resources of the Chapter.

No officer, director, appointed committee member or authorized representative of the Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the 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.

No officer, director, appointed committee member or authorized representative of the Chapter shall receive any compensation, or other tangible or financial benefit from any element or activity of, or related to, the Chapter, except as reimbursement for actual, reasonable expenses directly associated with a Chapter element or activity, when authorized by the Board of Directors.

All officers, directors, appointed committee members and authorized representatives of the Chapter shall act in an independent manner consistent with their obligations to the Chapter and applicable law, regardless of any other affiliations, memberships, or positions.

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 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.

In the event that any person who is or was an officer, committee member, or official representative of the Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Chapter, has been made party, or is threatened to be made a party, to any criminal, administrative, or investigative (other than an action or proceeding by or in the right of the corporation), such representative may be indemnified against reasonable expenses, liabilities, including attorney fees, actually and reasonably incurred, judgments, finds and amounts paid in settlement in connection with such action or proceeding. Where the representative was successful in defending the action, indemnification is mandatory.

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.

To the extent permitted by applicable law, the 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 Chapter, or is or was serving at the request of the 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.

Should the Chapter dissolve for any reason; its assets shall be dispersed to a charitable organization designated by the voting membership after the payment of all just, reasonable, and supported debts, consistent with applicable legal requirements.