PMI Kenya Chapter bylaws
2017 – 2019
Table of Contents
Article I – Name, Principal Office; Other Offices.
Article II – Relationship to PMI.
Article III – Purpose and Limitations of the PMI Kenya Chapter.
Article IV – PMI Kenya Chapter Membership.
Article V – PMI Kenya Chapter Board of Directors.
Article VI – PMI Kenya Chapter Nominations and Elections.
Article VII – PMI Kenya Chapter Committees. 8
Article VIII – PMI Kenya Chapter Finance. 9
Article X – Branches of the PMI Kenya Chapter. 9
Article XI – Inurement and Conflict of Interest 10
Article XII – Indemnification. 11
Article XIII – Amendments. 11
Article XIV – Dissolution. 12
Article I – Name, Principal Office; Other Offices
Section 1. Name/Non-Profit Incorporation.
This organization shall be called the Project Management Institute, Kenya Chapter (hereinafter “the PMI Kenya. This organization is a PMI Kenya chapter chartered by the Project Management Institute, Inc. (hereinafter “PMI®”) and separately incorporated as a non-profit, tax exempt corporation (or equivalent) organized under the laws of The republic of Kenya.
Section 2. The Kenya Chapter shall meet all legal requirements in the jurisdiction(s) in which the Kenya Chapter conducts business or is incorporated/registered.
Section 3. Principal Office; Other Offices.
The principal office of the PMI Kenya Chapter shall be located in Nairobi in the Republic of Kenya. The PMI Kenya may have other offices such as Branch offices as designated by the Kenya Chapter Board of Directors.
Article II – Relationship to PMI
Section 1. The Kenya Chapter 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 the Kenya Chapter may not conflict with the current PMI’s Bylaws and all policies, procedures, rules or directives established or authorized by PMI as well as with the PMI Kenya’s Charter with PMI.
Section 3. The terms of the Charter executed between the Kenya Chapter and PMI®, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder and in the event of a conflict between the terms of the Charter and the terms of these Bylaws, the PMI Kenya Chapter shall be governed by and adhere to the terms of the Charter.
Article III – Purpose and Limitations of the Kenya Chapter
Section 1. Purpose of the Kenya Chapter.
- General Purpose. The PMI Kenya chapter 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 a conscious and proactive manner.
- Specific Purposes. Consistent with the terms of the Charter executed between the Kenya Chapter and PMI and these Bylaws, the purposes of the Kenya Chapter 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 general public.
- To provide a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and other interested and involved in project management.
- To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
Section 2. Limitations of the Kenya Chapter.
- General Limitations. The purposes and activities of the Kenya Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with Kenya Chapter Articles of Incorporation.
- The membership database and listings provided by PMI to the Kenya Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Kenya Chapter, consistent with PMI policies and all applicable laws and regulations, including but not limited to those law and regulations pertaining to privacy and use of personal information.
- The officers and directors of the Kenya Chapter shall be solely accountable for the planning and operations of the Chapter, and shall perform their duties in accordance with the Chapter’s governing documents; its Charter Agreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law.
Article IV – PMI Kenya Chapter Membership
Section 1. General Membership Provisions.
- Membership in the Kenya Chapter requires membership in PMI®. The Kenya Chapter shall not accept as members any individuals who have not been accepted as PMI®
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, marital status, national origin, religion, or physical or mental disability.
- Members shall be governed by and abide by the PMI Bylaws and by the bylaws of the Kenya Chapter and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.
- All members shall pay the required PMI and PMI Kenya chapter membership dues to PMI and in the event that a member resigns or their membership is revoked for just cause, membership dues shall not be refunded by PMI or the Kenya Chapter.
- Membership in the Kenya Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
- Members who fail to pay the required dues when due shall be delinquent for a period of one (1) month and their names removed from the official membership list of the Kenya Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the Kenya Chapter to PMI within such one month delinquent period.
- Upon termination of membership in the Kenya Chapter, the member shall forfeit any and all rights and privileges of membership.
- All PMI Kenya Chapter members that are in good standing of PMI and in good standing of the PMI Kenya Chapter are eligible to vote on all matters presented to the Chapter membership. In addition, all members of PMI Kenya Chapter are eligible to run for and hold a PMI Kenya Chapter position, except the role of the Chapter President that require the nominee to serve at least for one term at the PMI Kenya Chapter Board.
Section 2. Classes and Categories of Members. The Kenya Chapter shall not create its own membership categories. PMI Chapter membership categories shall be consistent with PMI membership categories.
Article V – PMI Kenya Chapter Board of Directors
Section 1. The Kenya Chapter 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 Kenya Chapter elected by the membership and shall be members in good standing of PMI and of the Kenya Chapter.
Terms of office for the Officers shall be two (2) years, limited to two (2) consecutive terms in the same position, and no more than 3 consecutive terms on the Board in general. These positions are staggered so that 50% are elected each year.
Section 3. The Chapter President shall be the Chief Executive Officer for the Kenya 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 President shall also serve as a member ex-officio with the right to participate and vote on all committees except the Nominating Committee.
Section 4. The Secretary shall keep the records of all business meetings of the Kenya Chapter and meetings of the Board.
Section 5. The Treasury/Vice President Finance shall oversee the management of funds for duly authorized purposes of the Kenya Chapter.
Section 6. The Vice President Membership shall be responsible for addressing the needs of chapter membership, including membership recruitment, retention, and associated value delivery in accordance with chapter policies and bylaws.
Section 7. The Vice President Events & Volunteering shall be responsible for Events planning, addressing the needs of the volunteers, including recruitment, retention, recognition and leadership development training and support in accordance with chapter policies and bylaws
Section 8. The Vice President Marketing and Communication shall be responsible for managing and coordinating communication channels, chapter-based marketing and public relations to increase awareness of both the chapter and the PMI brand within the territory. The VP of Marketing will develop and execute an integrated marketing and public relations program to support member acquisition, member retention, event promotion, outreach activities, sponsorships and other related activities in alignment with the chapter’s strategic objectives. These activities shall be performed in accordance with chapter bylaws and PMI policies, brand guidelines and global marketing strategy.
Section 9. The Vice Education and Professional Development shall be responsible for professional development and education in accordance with chapter policies and bylaws.
Section 10. The Past President, who is the immediate former elected president is responsible for overall oversight of the chapter and the board in accordance with chapter policies and bylaws to help to ensure smooth board transitions
Section 11. The Board shall exercise all powers of the Kenya Chapter, except as specifically prohibited by these bylaws, the PMI Bylaws and policies, its charter with PMI, 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 Kenya Chapter business and funds.
Section 12. The Board shall meet at the call of the Chapter President, or at the written request of three (3) members of the Board. A quorum shall consist of no less than one-half of the membership of the Board at any given time. Each member 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, or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.
Section 13. The Board of Directors may declare an officer or Director at Large position to be vacant where an officer or Director at Large ceases to be a member in good standing of PMI or of the Kenya Chapter by reason of non-payment of dues, or where the officer or Director at Large fails to attend two (2) consecutive Board meetings. An officer or Director at Large may resign by submitting written notice to the Chapter President or Chapter Secretary. 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 14: An officer or Director at Large 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 15: If any officer or Director at Large 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 Chapter President is unable or unwilling to complete the current term of office, the Board may call for a special meeting by the Chapter’s Board to appoint one of the sitting Board members to fill the vacant position for the remainder of the term. The appointed Board member’s position shall be declared vacant. The Board shall appoint one of the serving volunteers in that docket to assume the position of the board member till the end of the running term.
Section 16: The Board has the authority to create new Board positions or split existing ones if and when need may arise. In the event of creating a new board positions or make any changes, the Board will be required to update this bylaws and submit it to PMI.
Article VI – PMI Kenya Chapter Nominations and Elections
Section 1. The nomination and election of officers and directors shall be conducted annually in accordance with the requirements contained in these Bylaws, including Article IV, Section 1 and Article V, Section 2 and this Article VI. All voting members in good standing of the Kenya 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, physical or mental disability, or unlawful purpose is prohibited.
Section 2. After elections have been conducted, a Board meeting has to be constituted within 45 calendar days with both incoming and outgoing board members to facilitate a smooth transition. Candidates who are elected shall take office two (2) months following their election, and shall hold office for the duration of their terms or until their successors have been elected and qualified.
Section 3. A Nominating Committee, as defined by PMI 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 (a) during the annual meeting of the membership; or (b) by electronic vote in compliance with the legal jurisdiction. 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.
Section 4. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.
Section 5: In accordance with PMI policies, practices, procedures, rules and directives, no funds or resources of PMI or the Chapter may be used to support the election of any candidate or group of candidates for PMI, Chapter 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, or other applicable body designated by the Chapter, will be the sole distributor(s) of all election materials for Chapter elected positions. Gifts and /or contributions by others, on behalf of potential or actual nominees is not permitted. Violations shall be brought to the attention of the Nominating Committee for review, who shall inform the individual (s) involved in writing of the complaint. Failure to abide by the rules may result in disqualifications.
Article VII – PMI Kenya Chapter Committees
Section 1. The Board may authorize the establishment of standing or temporary committees to advance the purposes of the organization. The Board shall establish a charter for each committee, which defines its purpose, authority and outcomes. Committees are responsible to the Board. Committee members shall be appointed from the membership of the organization. The Kenya Chapter officers and/or Directors can serve on the PMI Kenya chapter Committees, unless it specifically is restricted by the Bylaws.
Section 2. All committee members and a chairperson for each committee shall be appointed by the CHAPTER PRESIDENT with the approval of the Board
Article VIII – PMI Kenya Chapter Finance
Section 1. The fiscal year of the Kenya Chapter shall be from 1 January to 31 December.
Section 2. Kenya Chapter annual membership dues shall be set by the PMI Kenya’s Board and communicated to PMI in accordance with policies and procedures established by PMI.
Section 3. The Kenya Chapter 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.
Article IX – Meetings of the Membership
Section 1. An annual meeting of the membership shall be held at a date and location to be determined by the Board. Notice of all annual meetings shall be sent by the Board to all members at least 21 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 2. Special meetings of the membership may be called by the Chapter President; by a majority of the Board; or by petition of thirty percent (30%) of the voting membership directed to the Chapter President. Notice of all special meetings shall be sent by the Board to membership twenty one (21) days in advance of the meeting so as to allow membership the opportunity to participate in such special meetings. The notice 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 3. Quorum at all annual and special meetings of the Kenya Chapter shall be those members in good standing, present and in person. [Or ten percent (10%) of the voting membership in good standing, present and in person.]
Section 4. All meetings shall be conducted according to parliamentary procedures determined by the Board.
Article X – Branches of the Kenya Chapter – EXCLUDED – Chapter does not have branches or foresee in the near future
Article XI – Inurement and Conflict of Interest
Section 1. No member of the Kenya Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Kenya Chapter, except as otherwise provided in these bylaws.
Section 2. No officer, director, appointed committee member or authorized representative of the Kenya Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Kenya Chapter of actual and reasonable expenses incurred by an officer, director, committee member or authorized representative regarding attendance at Board meetings and other approved activities.
Section 3. Kenya Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of Kenya Chapter and any corporation, partnership, association or other organization in which one or more of Kenya Chapter’s directors, officers, appointed committee members or authorized representatives are: directors or 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 of directors 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 directors who do not have an interest in the transaction or contract;
- The contract or transaction is fair to Kenya Chapter and complies with the laws and regulations of the applicable jurisdiction in which Kenya 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 Kenya Chapter shall act in an independent manner consistent with their obligations to the Kenya 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 Kenya 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 XII – Indemnification
Section 1. In the event that any person who is or was an officer, director, committee member, or authorized representative of the Kenya Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Kenya 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 the corporation), 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.
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 Kenya Chapter may 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 Kenya Chapter, or is or was serving at the request of the Kenya Chapter as a director, 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 XIII- Amendments
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; or by two-thirds (2/3) vote of membership present and voting at an annual meeting of the Kenya Chapter duly called and regularly held. Notice of proposed changes shall be sent in writing to the membership at least twenty one (30) 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’s Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with the Kenya Chapter’s Charter with PMI.
Article XIV – Dissolution
Section 1. In the event that the Kenya Chapter or 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 Kenya Chapter Charter and require the Chapter to seek dissolution.
Section 2. In the event the Kenya Chapter failed to deliver value to its members as outlined in PMI Kenya’s business plan and without mitigated circumstance, the Chapter acknowledges that PMI® has a right to revoke the PMI Kenya Chapter Charter and require the chapter to seek dissolution.
Section 3. In the event the Kenya Chapter is considering dissolving, the PMI Kenya’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 Kenya Chapter 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.