Bylaws of Project Management Institute - Orange County Chapter, Inc.
A Nonprofit Mutual Benefit Corporation
August 28, 2000

ARTICLE I - NAME AND PRINCIPAL OFFICE

1.1. NAME. The name of this corporation shall be Project Management Institute - Orange County Chapter, Inc. (hereafter "PMI-OC").

1.2. PRINCIPAL OFFICE. The principal office shall be in Orange County, California at such place designated from time to time by the Board of Directors of PMI-OC.

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ARTICLE II - PURPOSE, CHARTER, AND SCOPE OF ACTIVITIES

2.1. PURPOSE. The specific and primary purposes of PMI-OC are:

To advance the practice and profession of Project Management;

To encourage and facilitate education, certification, and professionalism in Project Management;

To provide a forum for discussion and examination of problems, solutions, applications, and ideas related to the management of projects;

To disseminate, within the primary area of operation of PMI-OC, information regarding developments in project management; and

To operate a Professional Association within the meaning of Section 23701e of the California Revenue and Taxation Code.

2.2. CHARTER. This corporation 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 California.

The bylaws of PMI-OC may not conflict with the current PMI® Bylaws or any policies, procedures, rules or directives established or authorized by the PMI® Board of Directors or PMI-OC's Charter with PMI®.

The terms of the Charter executed between PMI-OC and PMI®, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder. Notwithstanding the foregoing, in the event California law conflicts with the terms of the Charter, California law shall take precedence with regard to these Bylaws. The charter shall be interpreted in accordance with the laws of the Commonwealth of Pennsylvania.

The primary geographic area serviced by the PMI-OC is Orange County and those surrounding counties designated by the PMI-OC Board of Directors.

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

2.3. SCOPE OF ACTIVITIES. The PMI-OC Board of Directors shall determine the scope of PMI-OC's activities on a policy basis. PMI-OC shall meet all legal requirements in the jurisdiction(s) in which it conducts business or is incorporated. PMI-OC does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit purposes.

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ARTICLE III - MEMBERS:

3.1. QUALIFICATIONS OF MEMBERSHIP. Membership in PMI-OC shall be open to any person interested in PMI-OC's objectives who is a Member of PMI®. Membership shall be open to all eligible persons without regard to race, creed, color, age, sex, marital status, natural origins, religion, or physical or mental disability. PMI-OC shall not accept as members any individuals who have not been accepted as PMI® Members and shall not create its own membership categories.

3.2. MEMBERSHIP DUES. Annual PMI-OC membership dues shall be set by the PMI-OC Board of Directors and communicated to PMI® in accordance with policies and procedures established by PMI®. All members shall pay the required PMI® and PMI-OC membership dues.


3.3. RIGHTS OF MEMBERS. The term "Member" refers only to a voting Member, there being only one class of Members. No Member shall have any property rights or interest in any of the assets of PMI-OC, and membership in PMI-OC has and shall have no monetary value. PMI-OC shall make no distribution to Members and, upon dissolution of PMI-OC, any remaining assets of PMI-OC shall be distributed in accordance with Article XI of these Bylaws, the Articles of Incorporation and applicable law.

3.4. VOTING RIGHTS OF MEMBERS. Any person who meets the eligibility requirements set forth in Section 3.1 and who pays the dues then in effect for membership described in Section 3.2 shall be admitted as a voting Member. Each Member shall have one (1) vote. Except as otherwise provided by applicable law, Members shall only be entitled to vote on the following matters:

The amendment of the Articles of Incorporation or Bylaws of the Corporation, as provided in Article X of these Bylaws;

The election and removal of Directors, as provided in Article V and Article VI of these Bylaws;

The merger of PMI-OC with another entity; and

The voluntary dissolution of PMI-OC and or the sale or lease of all or substantially all of the assets of PMI-OC.

3.5. GOVERNANCE. Members shall be governed by and abide by the PMI® Bylaws and by the bylaws of PMI-OC and all policies, procedures, rules and directives lawfully made thereunder.

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

3.7. RESIGNATION OF MEMBER. A Member may resign from membership at any time.

In the event a member resigns, PMI® or PMI-OC membership dues shall not be refunded.

3.8. EXPULSION AND SUSPENSION OF MEMBER. A Member may be expelled from membership, or a membership may be suspended, for nonpayment of the Member's financial obligations to PMI® or PMI-OC for a period of at least one (1) month, or for conduct as a Member which is seriously detrimental to the best interests of PMI-OC, PMI®, or other Members.

Expulsion or suspension must be by action of the PMI-OC Board of Directors.

Written notice of the proposed expulsion or suspension together with a statement of the reasons therefore shall be sent by first-class mail to the Member's last address in the records of PMI-OC.

A Member suspended for nonpayment of financial obligations may be reinstated by payment in full of all unpaid obligations to PMI® and PMI-OC.

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ARTICLE IV - BOARD OF DIRECTORS

4.1. NUMBER OF DIRECTORS AND RESPONSIBILITY. An elected Board of Directors (hereinafter "Board") shall govern PMI-OC and shall be responsible for carrying out the purposes and objectives of PMI-OC.

The authorized number of Directors of PMI-OC shall be nine (9).

All Directors shall also be officers of PMI-OC.

The Board shall exercise all powers of PMI-OC, except as specifically prohibited by these Bylaws, the PMI® Bylaws and policies, and the laws of the state of California. 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-OC directors, officers, business and funds.

4.2. QUALIFICATIONS AND TERM OF OFFICE. All Directors shall be members of PMI® and PMI-OC.

Directors shall be elected by the membership and shall serve for a term of one year and until a successor has been elected and qualified. Upon the certification of their election, Directors' terms of office shall run from 1 January until 31 December.

4.3. MEETINGS OF THE BOARD OF DIRECTORS. The Board shall meet at the request of the Chair of the Board of Directors (hereinafter "Chair"), the President, or at the written request of three (3) members of the Board directed to the Chair.

Each Board member shall be entitled to one (1) vote and must be in attendance to vote.

At its discretion, the Board may conduct its business by teleconference, email, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

A quorum for the transaction of business shall consist of not less than one-half of the authorized number of Directors.

The following matters require affirmative approval of a majority of the authorized number of Directors: the adoption, amendment or repeal of Bylaws or the election of members of the Board of Directors in accordance with Article VI and Article X of the Bylaws.

4.4. COMPENSATION OF DIRECTORS. Directors shall not be compensated for their normal activities associated with membership on the Board of Directors. Directors or Members who perform special duties on behalf of PMI-OC may be reimbursed for normal expenses incurred in those activities as approved by the Board.

4.5. RESIGNATION OF A DIRECTOR. A Director may resign by submitting written notice to the President or Vice President Operations/Secretary. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt of the written notice by the Board.

4.6. REMOVAL OF A DIRECTOR. A Director may be removed from the Board if:
The Director ceases to be a member of PMI® or PMI-OC,
The Director fails to attend two (2) consecutive Board meetings,
The Director fails to attend three (3) consecutive Chapter meetings,
The Director consistently fails to meet the obligations of his or her office, or
There is any other just cause in connection with the affairs of the organization.

Removal of a Director in accordance with Section 4.6.a may be accomplished 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.

A Director may also be removed from office without cause 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.

4.7. FILLING VACANT DIRECTOR POSITIONS. If any Director position becomes vacant, the Board may appoint a successor to fill the position for the unexpired portion of the term. In the event the President is unable or unwilling to complete the current term of office, the Vice President Operations/Secretary shall assume the duties and office of the President for the remainder of the term.

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ARTICLE V - OFFICERS

5.1. OFFICERS, DUTIES AND TERMS. The Officers of PMI-OC shall be a President, Vice President Communications, Vice President Corporate Relations, Vice President Finance/Treasurer, Vice President Membership, Vice President Operations/Secretary, Vice President Professional Development, Vice President Programs, and Trustee. PMI-OC shall have, at the discretion of the Directors, such other officers as authorized by the Board. The same person may hold any number of offices, except that neither the Vice President Operations/Secretary nor the Vice President Finance/Treasurer may serve concurrently as the President.

The President shall be the chief executive officer for PMI-OC and the Chair of the Board of Directors. The President shall perform all acts required or authorized by PMI-OC Bylaws and shall have such other powers and duties as may be assigned by the Board.

The Vice President Communications shall be responsible for timely dissemination of information to PMI-OC membership.

The Vice President Corporate Relations will serve PMI-OC as liaison to corporate organizations.

The Vice President Finance/Treasurer shall oversee the management of funds for duly authorized purposes of PMI-OC.

The Vice President Membership shall maintain the official membership list, and shall be responsible for growth and retention of members.

The Vice President Operations/Secretary shall keep the records of all proceedings, actions, and business meetings of PMI-OC and the Board.

The Vice President Professional Development shall be responsible for promoting professionalism in project management through development of educational publications, programs, and seminars. The Vice President Professional Development shall serve as PMI-OC liaison to educational institutions.

The Vice President Programs shall develop and coordinate programs for PMI-OC.

The Trustee shall serve as an advisor to the Board and the Officers.

The respective offices and duties as established and defined in Article V of the Bylaws and by resolution of the Board include the authority to execute instruments in the name of PMI-OC when necessary to carry out the duties of the office.

Officers shall serve a one-year term, which may be renewed for a total of two (2) terms. The term of office shall be concurrent with the term of the Director position described in Article 4.2.b.

5.2. ELECTION, RESIGNATION, AND REMOVAL OF OFFICERS. Every director shall be an officer of the Corporation. Therefore, the officers provided for in Section 5.1 of Article V of the Bylaws shall be elected by Members in conjunction with the election of the directors pursuant to Article VI of these Bylaws.

Any officer may resign at any time upon written notice to PMI-OC. Such resignation is effective upon receipt of the written notice by PMI-OC unless the notice prescribes a later effective date or unless the notice prescribes a condition to the effectiveness of the resignation.

The Board, with or without cause or prior notice may remove any officer from office at any time.

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ARTICLE VI - NOMINATIONS AND ELECTIONS

6.1. NOMINATION PROCEDURE. Each year, the President shall appoint a Nominating Committee composed of members of PMI® and PMI-OC. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.

The Nominating Committee shall prepare a slate containing nominees for each Director and Officer positions and shall determine the eligibility and willingness of each nominee to stand for election.

Discrimination in election or nominating procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, physical or mental disability, or unlawful purpose is prohibited.

Candidates for Director positions may also be nominated by a petition process established by the Nominating Committee or the Board.

The Nominating Committee shall provide nominees with officer position descriptions to ensure nominees understand responsibilities involved.

6.2. ELECTIONS. The election of Directors shall be conducted annually in accordance with the terms of office specified in Article IV, section 4.2.b.

All voting members of PMI-OC shall have the right to vote in the election.

Elections shall be conducted: (a) during the annual meeting of the membership, or (b) by written ballot to all voting members.

Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.

The candidate who receives a majority of votes cast for each office shall be elected.

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ARTICLE VII - MEETINGS OF THE MEMBERSHIP

7.1. ANNUAL MEETING OF THE MEMBERS. An annual meeting of the membership shall be held at a date and location to be determined by the Board. At the Annual Meeting of Members, the offices of Directors whose terms expire that year shall be filled by election, unless election of Directors is being or to be conducted by written ballot. Any other proper business may be transacted at the Annual Meeting of Members.

7.2. CHAPTER MEETINGS. PMI-OC shall conduct chapter meetings on a quarterly basis at a minimum, including the annual meeting of the membership. The purpose of these chapter meetings will be to provide programs that further the objectives of PMI-OC and PMI®.

7.3. SPECIAL MEETINGS. Special meetings of the membership may be called by the Chair, the President, a majority of the Board of Directors or by petition of ten percent (10%) of the voting membership directed to the Board of Directors.

7.4. PURPOSE AND CONDUCT OF MEETINGS. The President shall have the power and responsibility, including the right to initiate legal action, to prevent the use of the PMI-OC name in connection with any meeting or activity, which does not further the purposes of PMI-OC and PMI®. All meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

7.5. NOTICE OF MEETINGS OF THE MEMBERS. Written notice of all annual and special meetings of Members shall be given not less than thirty (30) nor more than ninety (90) days before the date of the meeting to each Member entitled to vote thereat. Such notice shall state the place, date and hour of the meeting, and the general nature of the business to be transacted. The notice of any meeting at which Directors are to elected shall include the names of all those who are nominees at the time the notice is given to Members.

Except as otherwise prescribed by the Board in particular instances and except as otherwise provided by applicable law, the Vice President Operations/Secretary shall prepare and give, or cause to be prepared and given, the notice of meetings of Members and the written ballots of Members.

7.6. QUORUM FOR MEETINGS. A quorum for the Annual Meeting of the Members, or for Special Meetings, shall consist of not less than five percent (5%) of the voting members of PMI-OC, present in person.

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ARTICLE VIII - INUREMENT AND CONFLICT OF INTEREST

8.1. MEMBER PROFIT. No member of PMI-OC shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of PMI-OC.

8.2. COMPENSATION OF MEMBERS. No director, officer, committee member or authorized representative of PMI-OC shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by PMI-OC of actual and reasonable expenses incurred by a director, officer, committee member or authorized representative for approved expenses or attendance at approved activities.

8.3. INDEPENDENCE. All directors, officers, committee members and authorized representatives of PMI-OC shall act in an independent manner consistent with their obligations to PMI-OC and applicable law, regardless of any other affiliations, memberships, or positions.

8.4. DISCLOSURE. All directors, officers, committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which PMI-OC 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.

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ARTICLE IX - INDEMNIFICATION

9.1. INDEMNIFICATION OF DIRECTORS. The Corporation shall indemnify Directors and Officers who serve without compensation under the provisions of Section 7237 of the Corporations Code, or pursuant to any contract entered into with any employee who is not a Director or an Officer who serves without compensation.

9.2. EXPENSES INCURRED. Expenses incurred in defending any proceeding may be advanced by the Corporation as authorized in Section 7237 of the Corporations Code prior to the final disposition of such proceeding, upon receipt of and undertaking by or on behalf of the Director or officer (who serves without compensation) to repay such amount unless it shall be determined ultimately that the Director or such officer is entitled to be indemnified.

9.3. INSURANCE. PMI-OC may purchase and maintain insurance on behalf of any Director, officer or employee of PMI-OC against any liability asserted against or incurred by the Director, officer or employee in such capacity or arising out of the Director's, officer's or employee's status as such, whether or not PMI-OC would have the power to indemnify the Director, officer or employee against such liability under the provisions of Section 7237 of the Corporations Code.

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ARTICLE X- AMENDMENTS

10.1. ARTICLES OF INCORPORATION. The Articles of Incorporation may be amended as provided by California law governing nonprofit mutual benefit corporations.

10.2. BYLAWS. These Bylaws may be amended by a two-thirds (2/3) vote of the voting membership present at a membership meeting of PMI-OC duly called and regularly held, or by a two-thirds (2/3) vote of the voting membership voting by written ballot returned within thirty (30) 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 thirty (30) days before such meeting or vote.

10.3. AMENDMENT PROPOSALS. 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. The Board with or without recommendation shall present all such proposed amendments.

10.4. CONSISTENCY WITH PMI®. All amendments must be consistent with PMI®'s Bylaws and the policies, procedures, rules and directives established by PMI®, as well as with PMI-OC's Charter with PMI®.

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ARTICLE XI - DISSOLUTION

11.1. DISSOLUTION. Should PMI-OC dissolve for any reason, its assets shall be dispersed to a charitable organization designated by the Board after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.

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ARTICLE XII- RECORDS

12.1. MINUTES. The Corporation shall keep or cause to be kept a minute book, which shall contain:

The record of all meetings of the Board of Directors including date, place, those attending and the proceedings thereof, written consents to holding meeting and written approvals of minutes of meeting.

The record of all meetings of the members including date, place, and the proceedings thereof, written consents to the holding of the meeting, written approvals of the minutes of the meeting, written consents of members to action without a meeting and the report of action by members by written ballot, including a copy of the form of written ballot and any affidavit as to the mailing of written ballots.

A copy of the Articles of Incorporation and all amendments thereof and a copy of all certificates filed with the Secretary of State.

A copy of the Bylaws as amended, duly certified by the Secretary.

12.2. FINANCES. Financial statements shall meet the following requirements:

The fiscal year of PMI-OC shall be from 1 January to 31 December.

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

The Board shall establish policies to govern the management of its finances and shall submit required tax filings and other reports to appropriate government authorities on a timely basis.

Financial statements shall be prepared not later than One Hundred Twenty (120) days after the close of the fiscal year. The financial statements shall contain in appropriate detail a balance sheet as of the end of the fiscal year and an income statement for the fiscal year.

The financial statements shall be furnished annually to all Directors of PMI-OC. The financial statements prescribed by paragraph (c) shall be accompanied by the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.

Upon request, a Member shall be allowed to exam the financial statements and books and records of PMI-OC.

PMI-OC Bylaws
August 28, 2000

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