PROJECT MANAGEMENT INSTITUTE, WINE COUNTRY CHAPTER BYLAWS

Article I - Name and Relationship:

Section 1. This organization shall be called the Project Management Institute, Wine Country Chapter Incorporated. This organization is a local chapter chartered by the Project Management Institute, Incorporated (hereinafter "PMI ®") and separately incorporated as a non-profit, tax-exempt corporate organized under the laws of the State of California.

Section 2. The principal office of the Wine Country Chapter shall be located in Santa Rosa, California, of the United States.

Section 3. The Wine Country Chapter is responsible to the duly elected PMI ® Board of Directors and is subjected to all PMI ® policies, procedures, rules and directives lawfully adopted.

Section 4. The Wine Country Chapter shall meet all legal requirements in the jurisdiction in which the Wine Country Chapter conducts business or is incorporated or registered.

Section 5. The bylaws of the Wine Country Chapter 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 Wine Country Chapter's Charter with PMI ®.

Section 6. The terms of the Charter executed between the Wine Country Chapter 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 Wine Country Chapter are to:

1. Provide the model for professionalism in Project Management by facilitating, educating, and providing opportunities in PMP certification.
2. Provide a forum for discussion and examination of problems, solutions, applications, and ideas related to the management of projects.
3. Foster communication between public and private sectors regarding project management.
4. Disseminate within the primary area of operation of the Chapter, information regarding development in project management.

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 person without regard to race, creed, color, age, sex, marital status, national origin, religion, physical or mental disability.

Section 2. Membership in the Wine Country Chapter requires membership in PMI ®. The Wine Country Chapter 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. Regular and Retried Members shall have voting rights and shall be eligible to hold elected or appointed office in the Wine Country Chapter. Student and Associate Members shall not be entitled to vote or to hold elected or appointed office in the Wine Country Chapter.

Section 4. Members shall be governed by and abide by PMI ® Bylaws and by the bylaws of the Wine Country Chapter and all policies, procedures, rules and directives lawfully made thereunder.

Section 5. All members shall pay the required PMI ® and Wine Country Chapter membership dues to PMI ® and in that a member resigns, membership dues shall not be refunded by PMI ® nor Wine Country Chapter.

Section 6. Membership in the Wine Country Chapter shall terminate upon the member's resignation, failure to pay dues, or expulsion from membership for just cause.

Section 7. Members who fail to pay the required dues from one (1) month shall be delinquent and their name removed from the official membership list of the Wine Country Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Wine Country Chapter.

Section 8. Upon termination of membership in the Wine Country Chapter, the member shall forfeit any and all rights and privileges of membership.

Section 9. The membership database and listing provided by PMI to the Wine Country Chapter may not be used, for commercial purpose and may be used only for non-profit purposes directly related to the Wine Country Chapter, consistent with PMI ® policies.

Article IV - Officers:

Section 1. The Board shall consist of the nine (9) elected officers of the Chapter, a President, President-Elect, Vice President of Membership, Vice President of Finance, Vice President of Communications, Vice President of Professional Development, Vice President of Logistics, Vice President Programs, and Vice President of Marketing. In addition, the Board will include up to three (3) Trustees who are appointed by the elected officers of the Board. All officers shall be members of PMI ®, and Wine Country Chapter who are in good standing. Tenure for officers: President = 1 year, President-Elect = 1 year, all other elected officers will serve 2 year terms, staggered so that 3 officers are elected each year, with the exception of President Elect, which are elected each year. The Trustees will be appointed for a specific length of time determined by the elected officers.

Section 2. The President shall be the chief executive office for the Wine Country 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 Wine Country Chapter President shall also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee.

Section 3. President-Elect shall preside in the absence of the President and will assume the Presidents position in the second year of office. This person shall preside over the nominating committee.

Section 4. The VP of Membership will be responsible for the development and maintenance of a Chapter membership plan that assures continued growth.

Section 5. The VP of Finance will be responsible for the solicitation of input from Board members for the development of financial goals and objectives for the Chapter, the preparation of an annual financial plan. Chapter dues collection and disbursement is performed by PMI ® headquarters and is not the responsibility of the VP of Finance.

Section 6. The VP of Communications is responsible for the timely dissemination of information both to and from the Chapter membership, using various tools to accomplish the objective. The VP of Communications shall keep the records of all business meetings and Board meetings.

Section 7. The VP of Professional Development will be responsible for promoting Project Management Professionalism through the development of educational publications, seminars, and workshops designed to help individuals achieve certification as Project Management Professionals (PMP's).

Section 8. The VP of Marketing shall increase and sustain membership and attendance at Chapter functions. Develop and maintain literature, brochures and other information for distribution to prospective and new members, as well as news media. Develop a marketing/ advertising study for effective ways to increase and sustain membership.

Section 9. The VP of Programs is responsible for the development and delivery of programs relating to project management for each scheduled Chapter meeting. The VP of Programs will be responsible for the solicitation of input from Chapter members for program content. The content of these programs is to be consistent and in accordance with the objectives of the Chapter and with majority approval of the Chapter Board of Directors.

Section 10. The VP of Logistics is responsible for obtaining facilities for various scheduled Chapter meetings. The term "facilities" includes any required items, such as meeting room, food and drink, audio-visual equipment and other resources needed for a typical meeting. The scope of this position shall include Chapter meetings identified in Wine Country Chapter Bylaws Article IX - Meetings, and other logistical needs of the Chapter.

Section 11. The Trustees are responsible for providing advice and guidance to the Officers, support the Chapter during transition and provide continuity for Chapter governance. The Trustees are non-voting members of the Board.

Article V - Board of Directors:

Section 1. A Board of Directors shall govern the Wine Country Chapter. The Board shall be responsible for carrying out the purpose and objectives of the non-profit corporation.

Section 2. The Board of Directors shall consist of the nine (9) officers elected by the membership of the Wine Country Chapter and up to three (3) Trustees appointed by the Board of Directors. All Board of Director Officers shall be members in good standing of PMI and of the Wine Country Chapter. Terms of office for the Board of Director Officers shall be 2 years, staggered so that 3 Board of Director Officers are elected each year. Exception will be the President-Elect position, which will be elected each year.

Section 3. The Board shall exercise all powers of the Wine Country 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 Wine Country 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-Elect. A quorum shall consist of no less then one-half of the membership of the Board at any given time. Each elected officer of the Board (does not include Trustees) 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 Board of Director Officers position to be vacant where an officer of the Board ceases to be a member in good standing of PMI ® or of the Wine Country Chapter by reason of non-payment of dues, or where the officer or Board of Director Officers fails to attend two (2) consecutive Board meetings. A Board of Director Officer 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 Board of the written notice.

Section 6. A Board of Director Officer 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 a Board of Director 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 is unable or unwilling to complete the current term of office, the President-Elect shall assume the duties and office of the presiding officer for the remainder of the term.

Article VI - Nominations and Elections:

Section 1. The nomination and election of officers 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 Wine Country 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 or 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 tenure of their term 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 mail ballot, to include E-mail ballots and Postal mailing, 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. Responses to E-mail ballots must include member's personal E-mail address and PMI #.

Section 4. No 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 standing the establishment or temporary committees to advance the purposes of the organization. The Board shall establish a charter for each committee, which defines its purpose, its authority and its outcomes. Committees are responsible to the Board.

Section 2. All committee members and a chairperson for each committee shall be appointed by the President with approval of the Board. Committee members may be appointed from the voting and nonvoting membership.

Article VIII - Finance:

Section 1. The fiscal year for the chapter shall be from January 1 to December 31.

Section 2. Annual membership dues shall be set by the Board and communicated to PMI ® in accordance with 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 filing to appropriate government authorities.

Section 4. All dues billing, 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 dates and locations to be determined by the Board.

Section 2. Special meetings of the membership may be called by the President, by majority of the Board, or by petition of ten percent (10%) of the voting membership directed to the President.

Section 3. The Board shall send notice of all annual and special meetings 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 4. A quorum at all annual and special meetings of the Wine Country Chapter shall be ten percent (10%) of the voting membership in good standing, present in person

Section 5. All meetings shall be conducted according to procedures determined by the Board.

Article X - Inurement and Conflict of Interest:

Section 1. No member of the Wine Country Chapter shall receive any pecuniary gain or profit, benefit, incidental from the activities, financial accounts and resources of the Wine Country Chapter, except otherwise provided by these bylaws.

Section 2. No officer, director, appointed committee member or authorized representative of the Wine Country Chapter should receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Wine Country Chapter of actual and reasonable expenses incurred by the officers, director, committee member or authorized representative regarding attendance at Board meetings and other approved activities.

Section 3. Wine Country Chapter may engage in contracts or transaction with members, elected officers or directors of the Board, appointed committee members or authorized representatives of Wine Country Chapter and any corporation, partnership, association or other organization in which one or more of Wine Country Chapter's directors, officers, appointed committee members or authorized representative 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 Wine Country Chapter and complies with the laws and regulations of the applicable jurisdiction in which the Wine Country 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 Wine Country Chapter shall act in an independent manner consistent with their obligations to the Wine Country 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 Wine Country Chapter has entered, or may enter, into contracts, agreements or any other business transitions, 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 Wine Country Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Wine Country 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 and liabilities, including attorney fees, actually and reasonably incurred, judgements, fines, and amounts paid in settlement in connection with such action or proceeding. Where the representative was 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 Wine Country Chapter shall 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 Wine Country Chapter, or is or was serving at the request of Wine Country Chapter, as a director, officer, employee, trustee, or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, join 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 any annual meeting of the Wine Country Chapter duly called and regularly held, or by a two-thirds (2/3) vote of the voting membership in good standing by mail ballot and E-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 voting members at least thirty (30) days before such meeting.

Section 2. Amendments may be proposed by the Board on its own initiative, or upon petition by ten percent (10%) of the voting members 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 Wine Country Chapter's charter with PMI ®.

Article XIII - Dissolution:

Section 1. Should the Wine Country 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.