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.