Section 1.  In the event that the PMI- SNC its governing officers failed to act according to these bylaws, its policies or all PMI® policies, procedures, and rules outlined in the charter agreement,  PMI® has a right to revoke the PMI- SNC Charter and require the chapter to seek dissolution. 
 
Section 2.  In the event the PMI- SNC failed to deliver value to its members as outlined in PMI- SNC’s business plan and without mitigated circumstance, the Chapter acknowledges that PMI® has a right to revoke the PMI- SNC Charter and require the chapter to seek dissolution. 
 
Section 3.  In the event the PMI- SNC is considering dissolving, the PMI- SNC’s members of the Board of Director must notify PMI® in writing and follow the Chapter dissolution procedure as defined in PMI’s policy.
 
Section 4.  Should the PMI- SNC dissolve for any reason, its assets shall be dispersed to an organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.
 
Section 5.  Unless superseded by law, dissolution of the Chapter entity must be approved by a majority of the members voting on the motion to dissolve.

• 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 meeting of the PMI-SNC 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.
• 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 Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with PMI-SNC Charter with PMI.

   In the event that any person who is or was an officer, committee member, or authorized representative of PMI-SNC, acting in good faith and in a manner reasonably believed to be in the

best interests of PMI-SNC, 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 thecorporation), such representative may be indemnified against reasonable

expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amountspaid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdictionin which the organization is incorporated. Where the representative has been successful in defending theaction, indemnification is mandatory.
 
Section 2.            Unless ordered by a court, discretionary indemnification of any representative shall be approvedand granted only when consistent with the requirements of applicable law, and upon a determination thatindemnification of the representative is proper in the circumstances because the representative has met theapplicable standard of conduct required by law and in these Bylaws.
 
Section 3.           To the extent permitted by applicable law, PMI-SNC may purchase and maintain liability insuranceon behalf of any person who is or was an officer, employee, trustee, agent or authorized representative of PMI-SNC, or is or was serving at the request of PMI-SNC as an officer, employee, trustee, agent or representativeof another corporation, domestic or foreign, non-profit or for- profit, partnership, joint venture, trust or otherenterprise.

Section 1.           No member of PMI-SNC shall receive any pecuniary gain, benefit or profit, incidental or otherwise,from the activities, financial accounts and resources of PMI-SNC, except as otherwise provided in theseBylaws.
 
Section 2.           No officer, appointed committee member or authorized representative of PMI-SNC shall receive anycompensation, or other tangible or financial benefit for service on the Board. However, the Board may authorizepayment by PMI-SNC of actual and reasonable expenses incurred by an officer, committee member orauthorized representative regarding attendance at Board meetings and other approved PMI and PMI-SNCactivities.
 
Section 3.           PMI-SNC may engage in contracts or transactions with members, elected officers of the Board,appointed committee members or authorized representatives of PMI-SNC and any corporation, partnership,association or other organization in which one or more of PMI-SNC officers, appointed committee members orauthorized representatives are officers, have a financial interest in, or are employed by the other organization,provided the following conditions are met:
 
A.   The facts regarding the relationship or interest as they relate to the contract or transaction are disclosed tothe board of Directors prior to commencement of any such contract or transaction.
B.   The Board in good faith authorizes the contract or transaction by a majority vote of the officers
who do not have an interest in the transaction or contract.
C.   The contract or transaction is fair to PMI-SNC and complies with the laws and regulations of the applicablejurisdiction in which PMI-SNC is incorporated at the time the contract or transaction is authorized, approvedor ratified by the Board.
Section 4.         All officers, appointed committee members and authorized representatives of the PMI- SNC shallact in an independent manner consistent with their obligations to PMI-SNC and applicable law, regardless of anyother affiliations, memberships, or positions.
 
Section 5.           All  officers,  appointed  committee  members  and  authorized  representatives  shall discloseany interest or affiliation they may have with any entity or individual with which PMI-SNC has entered, or mayenter, into contracts, agreements or any other business transaction, and shall refrain from voting on, orinfluencing the consideration of, such matters.

• Section 1.         An annual meeting of the membership shall be held at a date and location to be determinedby the Board.

   

  Section 2.         Special meetings of the membership may be called by the President, by a majority of the Board, orby petition of ten percent (10%) of the voting membership directed to the President. Special  meetings  may  be  held  in  person  or  may  be  held  virtually  with  voting  done electronically.

   

  Section 3.           Notice of all annual meetings shall be sent by the Board to all members at least 30 days inadvance of the meeting. Action at such meetings shall be limited to those agenda items contained in the noticeof the meeting.  This meeting may also be held concurrent with the regular monthly meeting.

   

  Section 4.           Notice of all special meetings shall be sent by the Board in advance to the membership. Thenotice 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 PMI-SNC shall be ten percent (10%) of the votingmembership in good standing, present in person.
   
  Section 6.           All meetings shall be conducted according to parliamentary procedures determined by the Board.

• Section 1.
  The fiscal year of PMI-SNC shall be from 1 January to 31 December.
• Section 2.
  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 3.    
  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 4.    
  All dues billings, dues collections and dues disbursements shall be performed by PMI.

 
Section 1.           The Board may authorize the establishment of standing or temporary committees to advancethe purposes of the organization. The Board shall establish a charter for each committee, which defines itspurpose, authority and outcomes. Committees are responsible to the Board. The PMI-SNC officers and/orDirectors can serve on the PMI-SNC Committees, unless it specifically is restricted by the Bylaws.
 
Section 2.           All committee members and a chairperson for each committee shall be appointed by thePresident with the approval of the Board. Committee members may be appointed from the membership of theorganization.

 
Section 1.           The nomination and election of officers shall be conducted annually in accordance with the termsof office specified in Article IV, Section 1 and Article V, Section 3 and Section 4. All voting members in goodstanding of PMI-SNC shall have the right to vote in the election. Discrimination in election and nominationprocedures on the basis of race, color, creed, gender, sexual orientation, 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 February following the election orone month following their election, and shall hold office for the duration of their term or until the successors havebeen elected and qualified.
 
Section 3.           A Nominating Committee shall prepare a slate containing nominees for each Board positionand shall determine the eligibility and willingness of each nominee to stand for election. Candidates for Boardpositions may also be nominated by petition process established by the Nominating Committee or the Board.Elections shall be conducted by some means of electronic voting.   The candidate who receives a majorityof votes cast for each office shall be elected. Ballots shall be counted by the Nominating Committee or bytellers designated by the Board. Should there be a tie, the Board will decide the winning candidate.
 
Section 4.         No current member of the Nominating Committee shall be included in the slate of nomineesprepared by the Committee.
 
Section 5.           In accordance with PMI policies, practices, procedures, rules and directives, no funds or resourcesof PMI or the Chapter 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 Chapter Nominating Committee, orother applicable body designated by the Chapter, will be the sole distributor(s) of all election materials forChapter elected positions.

Section 1.           The PMI-SNC 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 (or equivalent).

Section 2.           The Board shall consist of the officers of the PMI-SNC elected by the membership and shall bemembers in good standing of PMI and of the PMI-SNC. PMI-SNC shall have eight (8) elected officers to serve inthe following positions:

A.   President

B.   Executive Vice President

C.   Vice President of Programs

D.   Vice President of Membership

E.   Vice President of Finance

F.    Vice President of Communications

G.   Vice President of Education

H.   Vice President of Public Relations

The President shall, upon completion of a term as President, serve as Immediate Past President and in the event ofa tied board vote shall cast the deciding vote.

Section 3.          Terms of Office.

The terms of office for President, Executive Vice President and Past President shall be one (1) year. Individualsserving as Executive Vice President shall automatically succeed to the office of President.  The term of office for all other elected Officers shall be two (2) years.

Section 4.           Term Limits. A.   The President, Executive Vice President and Immediate Past President are one (1)

year term(s).

B.   The Vice President of Finance is a two (2) year term.

C.   The Board of Directors shall consist of the Officers of the PMI-SNC elected by the membership.  All membersof the Board of Directors shall be members in good standing of PMI and the PMI-SNC

D.   Terms of office for the Officers will be limited to three (3) consecutive terms in the same position

and no more than four (4) consecutive terms on the Board in general.

E.   In the event there are no candidates for an elected position and the previous Officer’s consecutive term hasexpired, the Officers may grant an extension for the Officer for an additional two year term.

F.   The elections for officer positions are staggered so that roughly half are elected each year.

Section 5.           The President shall be the chief executive officer for PMI-SNC and of the Board, and shallperform such duties as are customary for presiding officers, including making all required appointments with theapproval of the Board.

The President shall also serve as a member ex-officio with the right to vote on all committees except theNominating Committee.

The President shall be the responsible for Board of Director meeting protocol.

The president shall be the custodian of these Bylaw in accordance with Article XII and is responsible for ensuring that Bylaws revisions are brought to a vote.

Section 6.           The Vice President of Communications shall keep the records of all business meetings of PMI-SNC and meetings of the Board. In the absence of the Vice President of Communications, the presiding officershall assign the duty of taking and publishing accurate minutes to one of the other officers present.

The Vice President of Communications shall have custody of the amendments thereto.

The Vice President of Communications shall be responsible for certifying the results of all PMI-SNC and

Board of Directors votes and elections.

The Vice President of Communications is responsible for maintaining a copy of their transition plans, the minutes ,the distribution email lists, and contact information on all board members current within one month on thePMI-SNC repository.

Section 7.           The  Vice  President  of  Finance  shall  oversee  the  management  of  funds  for  duly authorized purposes of PMI-SNC

The Vice President of Finance is responsible for the budget development, review and approval process, related policies and supporting procedures.

The Vice President of Finance is responsible for maintaining a copy of their transition plans and shall have chargeand custody of all assets and financial records of PMI- SNC and shall be responsible to:

A.   Present an original bank statement for inclusion in the board meetings each month.

B.   Provide all statements and materials required for the facilitation of annual financial account audit. C.   Oversee all financial aspects of event registration and payment.

D.   Maintain a copy of the following:

•    A list of current and past contracts with contact information and services

•    A scanned copy of all contracts

•    Information on the PMI insurance payment, when due, how much and to whom it is sent

•    Information on all deductions automatically made to the checking account

•    Information on filing with the IRS

E.   Ensure the Vendor BCP Questionnaire, located in the Disaster Recovery Plan, is used to determine disaster related contract provisions for all new vendor contracts

F.   Schedule and facilitate the Budget Planning and Approval process. G.  Schedule and facilitate the Bank Signatures process.

Section 8.         The  Executive  Vice  President  shall  preside  at  all  business  PMI-SNC  programs  and

Executive Committee meetings of PMI-SNC in the President’s absence

The Executive Vice President shall be the backup for other Board members and be assigned special projects, asnecessary, as well as coordinate internal (“chapter facing”) board of director business operations and/or teams.

Section 9.           The Vice President of Programs shall be responsible for all arrangements necessary to supportPMI-SNC programs and to ensure that all PMI-SNC members are notified by Email and Website posting ofall PMI-SNC programs.

Section 10.         The  Vice  President  of  Membership shall  keep  the official  list  of  members,  clearly indicating those entitled to vote, and shall actively work to gain new membership for PMI-SNC.

Section 11.        The Vice President of Education shall be responsible for encouraging development of

PMI Professional Certifications through development of educational publications and seminars.

Section 12.        The Vice President of Public Relations shall be responsible for publicizing the activities of theChapter, as well as creating a positive image of the Chapter in the community.

Section 13.        The Board shall exercise all powers of the PMI-SNC , except as specifically prohibited by

these bylaws, the PMI Bylaws and policies, its charter with PMI, and the laws of the jurisdiction in which theorganization 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 PMI-SNC business and funds.

Section 14.         The Board shall meet at the call of the President, or at the written request of three (3) membersof the Board. A quorum shall consist of no less than one-half of the membership of the Board at any giventime.      Each member shall be entitled to one (1) vote and may take part and vote in person only. At itsdiscretion, the Board may conduct its business by teleconference, facsimile or other legally acceptablemeans. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

Section 15.         The Board shall declare an officer position to be vacant where an officer ceases to be a memberin good standing of PMI or of PMI-SNC by reason of non-payment of dues, or where the officer fails to attendtwo (2) consecutive Board meetings. An officer may resign by submitting written notice to the President or theVice President of Communications. 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.  The resigning officer isexpected to meet with their replacement to

transition their duties to the new officer.
 
Section 16.         An officer may be removed from office for just cause in connection with the affairs of theorganization by a two-thirds (2/3) vote of the members present and in person at an official meeting of themembership, or by a two-thirds (2/3) vote of the Board.
 
Section 17.         If any officer position becomes vacant, the President may appoint a successor with the approvalof the Board to fill the office for the unexpired portion of the term for the vacant position or hold a special election to fulfill the remainder of the term.. In the event the President     is unable or unwilling to complete thecurrent term of office, the Executive Vice President shall assume the duties and office of the presidingofficer for the remainder of the term or hold a special election to fulfill the remainder of the term.

Section 1.         General Membership Provisions:

A.   Membership in this organization is voluntary and shall be open to any eligible person interested in furtheringthe 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 mentaldisability.

B.   Membership in PMI-SNC requires membership in PMI.  PMI-SNC shall not accept as members any individuals who have not been accepted as PMI members and shall not create its own membership categories.

C.   PMI-SNC members in good standing with current membership in PMI and PMI-SNC are eligible to vote andhold office, subject to the defined term limits for officers.

D.   Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of PMI-SNC and all policies,procedures, rules and directives lawfully made there under including but not limited to the PMI Code ofConduct.

E.   All members shall pay the required PMI and Chapter membership dues to PMI and in the event that a memberresigns, membership dues shall not be refunded by PMI or PMI-SNC.
F.    Membership in PMI-SNC shall terminate upon the member’s resignation, failure to pay dues or
expulsion from membership for just cause.
G.   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 PMI-SNC.  A delinquent member may be reinstated by payment in full of allunpaid dues for PMI and PMI-SNC to PMI within one month of a delinquent period.
H.   Upon termination of membership in PMI-SNC, the member shall forfeit any and all rights and
privileges of membership.
I.    The membership database and listings provided by PMI to PMI-SNC may not be used for commercial purposesand may be used only for non-profit purposes directly related to the business of PMI-SNC, consistent with PMIpolicies.
 
Section 2.         The PMI-SNC shall not create its own membership categories. PMI Chapter membershipcategories shall be consistent with PMI membership categories.

Purpose of the PMI-SNC:

A.   General Purpose. THE PMI-SNC has been founded as non-profit, tax exempt corporation (or

equivalent)  chartered  by  PMI®,  and  is  dedicated  to  advancing  the  practice,  science,  and profession of project management in southern Nevada in a conscious and proactive manner.
B.   Specific Purposes. Consistent with the terms of the Charter executed between the PMI-SNC and
PMI and these Bylaws, the purposes of the PMI-SNC shall include the following:
•      To foster professionalism in the management of projects.
•      To contribute to the quality and scope of project management.
•      To stimulate appropriate global application of project management for the benefit of generalpublic.
•      To provide a recognized forum for the free exchange of ideas, applications, and solutions toproject management issues among its members, and other interested and involved inproject management.
•      To identify and promote the fundamentals of project management and advance the
body of knowledge for managing projects successfully.
•      To be the professional organization of choice for the project management community of
Southern Nevada.
 
Section 2.         Limitations of the PMI-SNC:
 
A.   General Limitations. The purposes and activities of the PMI-SNC shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMI-SNC Articles of Incorporation.
B.  The membership database and listings provided by PMI to the PMI-SNC may not be used for commercial  purposes  and  may  be  used  only  for  non-profit  purposes  directly  related  to  the business of the PMI-SNC, consistent with PMI policies and all applicable laws and regulations, including but not limited to thoselaws and regulations pertaining to privacy and use of personal information.
C.   The Board of the PMI-SNC shall be solely accountable for the planning and operations of the Component,and shall perform their duties in accordance with the Component’s governing documents; its CharterAgreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law.

Section 1.
 
PMI-SNC 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 PMI-SNC may not conflict with the current PMI Bylaws and all policies, procedures, rules ordirectives established or authorized by the PMI Board of Directors, as well as with PMI-SNC Charter with PMI.
 
Section 3.
 
 
The terms of the Charter executed between PMI-SNC and PMI, including all restrictions and prohibitions, shall takeprecedence over these Bylaws and other authority granted hereunder and in the event of a conflict between theterms of the Charter and the terms of these Bylaws, the PMI-SNC shall be governed by and adhere to the terms ofthe Charter.

 
Section 1.
 
 
This   organization shall be called the Project  Management  Institute,  Southern  Nevada  Chapter (hereinafter PMI-SNC). 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 thelaws of State of Nevada. All Chapters formed within the United States must be incorporated as 501(c) (6)organization.
 
Section 2.
 
 
PMI-SNC shall meet all legal requirements in the jurisdictions of the State of Nevada in which PMI- SNC
conducts business and is incorporated. Section 3.
The principal office of PMI-SNC shall be located in Las Vegas in the State of Nevada of The United States ofAmerica. The Southern Nevada Chapter may have other offices such as Branch offices as designated bySouthern Nevada Chapter Board of Directors.