BYLAWS OF THE PROJECT MANAGEMENT INSTITUTE
UPSTATE NEW YORK CHAPTER, INC.

Article I: Name, Principal Office,
and Relationship to PMI

Section A Name/Non-Profit Incorporation

This organization shall be called the Project Management Institute Upstate New York Chapter, Inc. (hereinafter "PMIUNY 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 (or equivalent) organized under the laws of New York State.

Section B Principal Office

The principal office of the PMIUNY Chapter shall be located in the greater Capital Region, in the state of New York of the United States of America. The mailing address for the PMIUNY Chapter is P.O. Box 11132, Loudonville, NY 12211.

Section C Policies, Procedures, Rules and Directives

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

Section D Legal Requirements

The PMIUNY Chapter shall meet all legal requirements in the jurisdiction(s) in which the PMIUNY Chapter conducts business or is incorporated.

Section E Conflicts with PMI®’s Bylaws

The Bylaws of the PMIUNY 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 PMIUNY Chapter’s Charter with PMI®.

Section F Terms

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

Article II: Purpose

The PMIUNY Chapter has been incorporated to provide a forum to promote the principles of its parent organization, PMI®, which is a national not-for-profit entity, through networking with other Project Management organizations, sharing project experiences, providing and receiving training, and supporting Project Management leaders in their certification and recertification efforts. The PMIUNY Chapter is intended to be a dynamic organization dedicated to serving the business, government, and educational communities of the greater Capital Region of New York State through the advancement of Project Management.

The objectives of the PMIUNY Chapter are to:

Advance and support the mission and objectives of the PMI® within the greater Capital Region of New York state.
Promote professional project management principles and techniques within local businesses, government, universities, and other entities.
Partner with other professional organizations dedicated to the advancement of professional project management practices, objectives, and ideals.
Develop a growing and committed membership of local project management professionals through effective communication, recruitment, and retention plans.
Create and deliver an educational and development program that strengthens local project management skills.
Create networking opportunities for project management practitioners.

Article III: Membership

Section A Qualifications for Membership

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, sexual orientation, marital status, national origin, religion, or physical or mental disability.

Section B Membership in PMI®

Membership in the PMIUNY Chapter requires membership in PMI®. The PMIUNY 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 C Members in Good Standing

Only Members in Good Standing shall vote and shall hold office. In order to qualify for election or appointment to an Officer or Board position the PMIUNY Chapter member must:

Be in good standing as hereinafter defined;
Be a regular attendee of the monthly PMIUNY Chapter meetings; OR
Have applicable experience for the role they are going to assume.

The PMIUNY Chapter Board of Directors (i.e., hereinafter "Board") reserves the right to grant exceptions to these requirements by a majority vote.

"Members in Good Standing" shall be defined as Chapter Members who have paid both PMI® and PMIUNY Chapter dues and do not appear on the PMI® Member Not Paid list. In the event dues have been paid, but not posted, the member must provide a verbal verification (written preferred) from PMI® that dues have been received in order to be considered a Member in Good Standing.

"Regular Attendee" shall be defined as attending four (4) or more PMIUNY Chapter meetings during the "PMI year". Typically, eight (8) (7 regular and 1 annual see VIII B.) regular meetings of the PMIUNY Chapter are scheduled between September and May.

Section D Governance

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

Section E Membership Dues

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

Section F Termination of Membership

Membership in the PMIUNY Chapter shall terminate upon the member’s resignation, failure to pay dues, or expulsion from membership for "just cause". "Just cause" shall be one or more of the following acts by a member or Officer:

Continued willful neglect of his/her material duties or obligations defined herein, meaning the substantial and continued willful refusal of the member or Officer to perform the duties required of him/her herein, evidencing bad faith toward the PMIUNY Chapter, which neglect or refusal continues after ten (10) days written notice from the PMIUNY Chapter;
Theft or misappropriation of PMIUNY Chapter’s assets;
Conviction of a criminal act involving fraud, dishonesty, or moral turpitude or any felony;
Breach of any provision of these Bylaws or any subsequent amendment or promulgation of rules by the PMIUNY Chapter’s Board;
Failure to fulfill the duties herein stated, causing injury to himself/herself, another or to PMIUNY Chapter’s employees, agents, invitees, or its customers;
Making of any false, disparaging, fraudulent or malicious statements, whether publicly or privately, to any party regarding the PMIUNY Chapter;
Falsifying any of PMIUNY Chapter’s records or making any omission of information requested on any of PMIUNY Chapter’s documents;
Acting without authorization, participating in the use of, removal of, theft of or intentional damage of another’s property, the property of the PMIUNY Chapter, another member Officer, any independent contractor, agent, invitee or customer of the PMIUNY Chapter; and/or
Use or threatened use of physical violence, profane, abusive language or language of a sexual nature during the execution of his/her membership or duties herein stated.

A determination of expulsion for just cause shall be upon two-thirds (2/3) vote of the Board present and voting at a Board meeting, provided that no member shall be expelled without due process, namely, the right to be heard by the Board.

Section G Failure to Pay Dues

Members who fail to pay the required dues for one (1) month shall be delinquent and any such Member’s name shall be removed from the official membership list of the PMIUNY Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI® and the PMIUNY Chapter to PMI®.

Section H Forfeiture of Rights and Privileges

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

Section I Membership Database and Listings

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

Article IV: Officers and Board of Directors

Section A Composition

The PMIUNY Chapter shall have thirteen (13) elected Officers who shall also comprise the Board of Directors (the "Board") in the following positions: President, Vice President of Membership, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, Vice President of Communications and Publicity, Vice President of Education and Certification, First Vice President of Programs, Second Vice President of Programs, Vice President of Special Projects, First Vice President of Facilities and Reservations, and Second Vice President of Facilities and Reservations.

The broad responsibilities of the Officers include, but are not limited to:

Overseeing the strategic direction of the PMIUNY Chapter;
Ensuring effective organizational planning;
Determining, monitoring, and strengthening the organization’s programs and services; and
Enhancing the organization’s public standing.

Section B Terms of Office and Tenure

Terms of office for all Officers shall be two (2) years and shall commence on the first of June. The terms shall be staggered according to the groups identified below. The staggered terms have been implemented to ensure a level of continuity and prevent all roles from being replaced at the same time.

Officers Elected in Even Years: President, Secretary, Treasurer, Vice President of Special Projects, Second Vice President of Programs, and First Vice President of Facilities and Reservations.

Officers Elected in Odd Years: Vice President of Membership, Vice President of Communications and Publicity, Vice President of Education and Certification, First Vice President of Programs, Assistant Secretary, Assistant Treasurer, and Second Vice President of Facilities and Reservations.

Section C Roles and Responsibilities

A. President

The President shall be the Chief Executive Officer for the PMIUNY Chapter, the Board, and the Executive Committee, and shall perform such duties as are customary for presiding Officers, including making all required appointments with the approval of the Board. Information about the Executive Committee can be found in Article IV, Section F.

The President shall also serve as an ex-officio voting member on all committees with the exception of the Nominating Committee where the President shall not be a member. Information about the Nominating Committee can be found in Article VI, Section A.

B. Vice President of Membership

The Vice President of Membership shall be considered the Executive Vice President, and shall have all of the powers and functions of the President during the absence or disability of the President. The Vice President of Membership will be responsible for the development and maintenance of a Chapter membership plan, including recruitment and partnering with area employers, and the development and implementation of a retention program. The Vice President of Membership shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the PMIUNY Chapter, showing their places of residence and the date when they became members.

C. Treasurer

The Treasurer shall have the care and custody of all funds and securities of the PMIUNY Chapter, and shall deposit said funds in the name of the PMIUNY Chapter in such bank or trust company as the Board may elect. The Treasurer, when duly authorized by the Board, shall sign and execute all contracts in the name of the PMIUNY Chapter, when countersigned by the President; the Treasurer shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Board; the Treasurer shall at all reasonable times exhibit his or her books and accounts to any Officer or member of the PMIUNY Chapter upon request.

The Treasurer shall manage all financial transactions of the PMIUNY Chapter. The Treasurer shall act as the Chief Financial Officer of the PMIUNY Chapter, and shall be responsible for the preparation of the annual budget, and the development of all financial goals, objectives, and plans of the PMIUNY Chapter.

At the end of each corporate year, the Treasurer shall have a review of the accounts done by an independent certified public accountant, and shall present a summary of such review at the annual meeting of the members. Based on the results of the review, the Board may retain outside counsel or other experts to investigate any matter affecting the PMIUNY Chapter.

D. Assistant Treasurer

During the absence or disability of the Treasurer, the Assistant Treasurer shall have the powers and functions of the Treasurer. In addition, the Assistant Treasurer shall assist the Treasurer in the carrying out of the Treasurer's duties, as required.

E. Secretary

The Secretary shall keep the minutes of the Board at Annual, Regular, and Special meetings. The Secretary shall have the custody of the seal of the PMIUNY Chapter and shall affix and attest the same to documents when duly authorized by the Board. The Secretary shall attend to the giving and serving of all notices of the PMIUNY Chapter, and shall have charge of such books and papers as the Board may direct. The Secretary shall also maintain and be responsible for all correspondence, writings, and records of the PMIUNY Chapter, and perform the duties incidental to his or her office.

F. Assistant Secretary

During the absence or disability of the Secretary, the Assistant Secretary shall have all of the powers and functions of the Secretary. The Assistant Secretary shall assist the Secretary in carrying out his or her duties, as required.

G. Vice President of Communications and Publicity

The Vice President of Communications and Publicity shall be responsible for the timely dissemination of information both to and from the membership. This Vice President shall also be responsible for all publicity and marketing information of the PMIUNY Chapter, and shall perform all other duties incidental to this office.

H. Vice President of Education and Certification

The Vice President of Education and Certification shall be responsible for promoting the Project Management profession through educational publications, seminars, workshops etc., and generally shall be responsible for the development of skills and knowledge of members as project managers. This Vice President shall also manage the PMIUNY's Chapter Library.

I. First Vice President of Programs

The First Vice President of Programs shall be responsible for the development and delivery of programs relating to Project Management for each membership meeting, which programs shall be consistent with the objectives of the PMIUNY Chapter, and shall be subject to Board approval. This Vice President shall also be responsible for compiling, maintaining and distributing members' and guest speakers' technical articles and oral presentations.

J. Second Vice President of Programs

During the absence or disability of the First Vice President of Programs, the Second Vice President of Programs shall have all of the powers and functions of the First Vice President. The Second Vice President of Programs shall assist the First Vice President in carrying out his or her duties, as required.

K. Vice President of Special Projects

The Vice President of Special Projects shall be responsible for the coordination of special one-time projects identified by the Board. This Vice President shall also provide support to the Board and the PMIUNY Chapter as a whole, as required.

L. First Vice President of Facilities and Reservations

The Vice President of Facilities and Reservations shall be responsible for arranging for meeting facilities to conduct annual, regular, and special meetings, as well as special events (e.g., educational workshops) for the PMIUNY chapter. In addition, the First Vice President of Facilities and Reservations shall work with the Second Vice President of Facilities and Reservations to coordinate reservations for regular meetings, notify the restaurant point of contact of attendance counts, and provide the Vice President of Membership and Treasurer with a list of the members scheduled to attend the meeting.

M. Second Vice President of Facilities and Reservations

During the absence or disability of the First Vice President of Facilities and Reservations, the Second Vice President of Facilities and Reservations shall have all of the powers and functions of the First Vice President. The Second Vice President of Facilities and Reservations shall assist the First Vice President in carrying out his or her duties, as required.

Section D Powers

The Board shall exercise all powers of the PMIUNY Chapter, except as specifically prohibited by these Bylaws, the PMI® Bylaws and policies, and the laws of the State of New York in which the PMIUNY Chapter is incorporated. 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 PMIUNY Chapter business and funds.

Section E Meetings, Quorums, and Procedures

The Board shall meet at least four (4) times annually. Additional meetings can be called by the President or at the written request of three (3) members of the Board directed to the Vice President of Membership. A quorum shall consist of no less than a majority of the membership of the Board at any given time. Each Board member shall be entitled to one vote.

Each decision made by the Board shall take effect when voted upon by a majority of those present at the meeting unless a specific time is outlined in the decision. At its direction, the Board may conduct its meetings or other business by teleconference, facsimile, electronic mail, or other means previously approved by the Board. Meetings shall be conducted in accordance with parliamentary procedures.

Section F Executive Committee

The Board shall have an Executive Committee consisting of the President, Vice President of Membership, and Treasurer. The President shall serve as Chairperson of the Executive Committee, and shall call and preside over all meetings. The committee shall meet at such time and place and for such purposes as it may determine, provided, it is in the absence of a regular or special meeting of the Board for a period greater than three (3) months, or in the event of an emergency, a quorum of the Board cannot be gathered in order to address such emergency. The Executive Committee shall have the authority to act in the stead of the full Board, except for expenditures beyond that provided for in the budget, the removal or election of Officers, and the amendment of these Bylaws. A majority of members of the Executive Committee shall constitute a quorum for the transaction of business, and the Executive Committee may act by consent of a majority of the committee members as a whole.

Section G Removal

An Officer may be removed from office for "just cause" (as that term is defined in Article III, Section F) 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 present at a Board meeting.

Section H Resignation

An 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 I Vacancies and Succession

The Board may declare an Officer Position to be vacant where an Officer ceases to be a member in good standing of the PMIUNY Chapter or PMI® by reason of non-payment of dues, or where the Officer fails to attend three (3) consecutive regularly scheduled Board meetings.

If any Officer position, other than President, becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. This appointment will be done by majority vote.

In the event the President is unable or unwilling to complete the current term of office, the Vice President of Membership shall assume the duties and office for the remainder of the term. If in the preceding cases, the Vice President of Membership is unable or unwilling to complete the current term of the President, the Vice President of Communications and Publicity shall assume the duties and office of the President for the remainder of the term.

In the event the President is unable or unwilling to complete the current term of office, and both the Vice President of Membership and Vice President of Communications and Publicity are unable or unwilling to assume the duties and office of the President for the remainder of the term, the Board shall assign an Interim President for the remainder of the term or until a special election is held under the direction of the Nominating Committee.

Article V: Committees

Section A Establishing Committees

The Board may authorize the establishment of standing or ad hoc committees, project groups, or task forces to advance the purposes of the organization. The Board may establish a charter for each committee, which defines its purpose, authority, and outcomes. Committees report to a member of the Board.

Section B Committee Chairpersons

All chairpersons for each committee shall be appointed with the approval of the Board. Only members who are in good standing in the PMIUNY Chapter may be appointed into these positions.

Article VI: Nominations and Elections

Section A Nominating Committee

On or prior to February 1st of each year, the President shall appoint a Nominating Committee and its Chairperson, subject to approval by the Board, the duty of which shall be to prepare a slate of nominees to fill the Officer positions identified in one of the two groups identified in Article IV, Section B.

No member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.

The Nominating Committee shall notify the Secretary in writing at least thirty (30) days before the date of the annual meeting the names of such candidates. The Nominating Committee shall be responsible for determining the eligibility and willingness of each nominee to serve as an Officer and overseeing the administration of the election process at the annual meeting and reporting on the results.

Section B Election of Officers

Prior to the annual meeting, the slate of nominees shall be distributed to the members of the PMIUNY Chapter. All members in good standing of the PMIUNY Chapter shall have the right to vote in the election. Discrimination in election procedures on the basis of race, creed, color, age, sex, sexual orientation, marital status, national origin, religion, or physical or mental disability, or unlawful purpose is prohibited.

Each member in good standing may cast only one vote (i.e., for or against each member on the slate of nominees). Voting may take place by one or more of the following methods as approved by the Board:

By ballot during the annual meeting of the membership,
By mail ballot OR
By electronic methods as designated by the Board.

All ballots shall be counted by the Nominating Committee or by tellers designated by the Board. If methods B or C are used, the results of those votes will be known prior to the annual meeting. When all votes have been counted, a spokesperson for the Nominating Committee will announce the results of the election to the members at the annual meeting.

After the results of the elections are announced, the existing Board and the newly elected Board shall meet for the purpose of providing the newly elected Officers a forum to discuss their interest in the available positions and present their qualifications.

After all of the newly elected Officers have been given an opportunity to speak, they shall leave the meeting. The current Board shall remain for the purposes of discussing the role that each newly elected Officer will perform and elect the Officer into a position. The Chairperson of the Nominating Committee shall oversee and initiate the process to elect the Officers. An Officer may only serve two (2) consecutive terms in the same role. If they are selected by the Nominating Committee to serve another term, it must be with the understanding that they must serve in a different role.

If the election of Officers is for Group 1 (even years), the voting will be done in the following order: President, Secretary, Treasurer, Vice President of Special Projects, Second Vice President of Programs, and First Vice President of Facilities and Reservations.

If the election of Officers is for Group 2 (odd years), the voting will be done in the following order: Vice President of Membership, Vice President of Communications and Publicity, Vice President of Education and Certification, First Vice President of Programs, Assistant Secretary, Assistant Treasurer, and Second Vice President of Facilities and Reservations.

The Chairperson of the Nominating Committee shall announce the position and ask the current Board of Directors to vote by writing the name of an Officer for that position on a slip of paper. The Chairperson of the Nominating Committee shall collect the slips of paper, count the votes, and announce the name of the individual who received the most votes for that position. No other information about the vote will be communicated; for example, the number of votes an Officer received. This process is repeated until all positions have been filled. Information about Quorums and Procedures can be found in Article IV, Section E.

In the event of a tie vote, the current President will break the tie by selecting an Officer to fill the position. If a tie occurs when the vote is for a newly elected President, the Vice President of Membership will break the tie by selecting an Officer to fill the position of President.

Section C Taking Office

Candidates who are elected at the annual meeting shall take office on the first day of June, and shall hold office for the duration of his or her term or until his or her successors have been elected and qualified.

Article VII: Finance

Section A Fiscal Year

The fiscal year of the PMIUNY Chapter shall be from 1 January to 31 December.

Section B Annual Membership Dues

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.

Section C Financial Management

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

Section D Dues Billings, Collections, and Disbursements

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

Article VIII: Meetings of the Membership

Section A Annual Meeting

An annual meeting of the membership shall be held in April at a date and location to be determined by the Board.

Section B Regular Meetings

Regular meetings of the PMIUNY Chapter shall be held on the 3rd Wednesday of the following months: September, October, November, January, February, March, and May, except that the Directors may change the date thereof for good cause and fix a day not more than ten (10) days before or after such day.

Section C Special Meetings

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 D Notice of Meetings

The Vice President of Communications and Publicity shall cause to be mailed to every member in good standing, at his or her address as it appears on the membership roll of the PMIUNY Chapter, or emailed to such members with an email address appearing on the membership roll, notice of the date, time and location of all meetings of the PMIUNY Chapter. Such notice shall be given at least ten (10) days, but not more than fifty (50) days before the scheduled date of such meeting. All meetings shall be held within the Greater Capital Region of New York.

Section E Quorum

The presence at any membership meeting of not less than ten (10%) percent of the members and fifty (50%) percent of the Board shall constitute a quorum and shall be necessary to conduct the business of the PMIUNY Chapter. However, a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled for the meeting, and the Secretary shall cause a notice of the rescheduled date of the meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore provided shall be required at any adjourned meeting.

Section F Meeting Conduct

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

Section G Membership List

The Vice President of Membership shall make the current membership list available for viewing at all annual meetings of the Membership or special meetings of the Membership.

Article IX: Inurement and Conflict of Interest

Section A Conflict of Interest

No member of the PMIUNY Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the PMIUNY Chapter, except as otherwise provided in these Bylaws.

Section B Compensation

No Officer, Director, appointed committee member or authorized representative of the PMIUNY Chapter shall receive any compensation, or other tangible or financial benefit for service to PMIUNY Chapter. However, the Board may authorize payment by the PMIUNY Chapter of actual and reasonable expenses incurred by an Officer, committee member or authorized representative regarding attendance at Board meetings and other approved activities.

Section C Contracts or Transactions with Members

The PMIUNY Chapter may engage in contracts or transactions with members, elected Officers or Directors of the Board, appointed committee members or authorized representatives of the PMIUNY Chapter and any corporation, partnership, association or other organization in which one or more of PMIUNY Chapter’s Officers, appointed committee members or authorized representatives are: Officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:

The facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the Board prior to commencement of any such contract or transaction.
The board in good faith authorizes the contract or transaction by a majority vote of the Board of Directors who do not have an interest in the transaction or contract.
The contract or transaction is fair to the PMIUNY Chapter and complies with the laws and regulations of the applicable jurisdiction in which the PMIUNY Chapter is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Board.

Section D Acting in an Independent Manner

All Officers, Directors, appointed committee members and authorized representatives of the PMIUNY Chapter shall act in an independent manner consistent with his or her obligations to the PMIUNY Chapter and applicable law, regardless of any other affiliations, memberships, or positions.

Section E Disclosing Interest

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 PMIUNY 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 X: Indemnification

Section A Indemnification

In the event that any person who is or was an Officer, committee member, or authorized representative of the PMIUNY Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the PMIUNY 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 PMIUNY Chapter), 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. Such right of indemnification shall not be deemed exclusive of any other rights to which the person may be entitled.

Section B Discretionary Indemnification

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 C Liability Insurance

To the extent permitted by applicable law, the PMIUNY Chapter may purchase and maintain liability insurance on behalf of any person who is or was an Officer, employee, trustee, agent or authorized representative of the PMIUNY Chapter, or is or was serving at the request of the PMIUNY Chapter as an 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 XI: Amendments

Section A Amendment of Bylaws

These Bylaws may be amended by a two-thirds (2/3) vote of the PMIUNY Chapter Board.

Section B Proposed Amendments

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 C Consistency

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 PMIUNY Chapter’s Charter with PMI®.

Article XII: Dissolution

Should the PMIUNY 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.

Article XIII: Severability

If any clause, sentence, paragraph, subdivision, section or part of these rules or any amendment thereto shall be adjudged to be invalid or otherwise rendered inoperative by any court of competent jurisdiction, such judgment or other judicial action shall not affect, impair, invalidate or render inoperative the remainder thereof, but shall be confined in its operation to the clause, sentence, paragraph, subdivision, section or part thereof directly involved in the controversy in which such judgment or other judicial action shall have been rendered or taken.

BYLAWS OF THE PROJECT MANAGEMENT INSTITUTE UPSTATE NEW YORK CHAPTER, INC.

Article I: Name, Principal Office, and Relationship to PMI