B Y L A W S of the PMI Diversity Specific Interest Group Article I Name, Principle Office and Relationship to PMI Section 1. This organization shall be called the Project Management Institute, Diversity Specific Interest Group (hereinafter DSIG, or PMI - DSIG). This organization is a Specific Interest Group (SIG) 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 the State of Pennsylvania Section 2. The principal office of the PMI DSIG shall be located in the STATE of PENNSYLVANIA. Section 3. The PMI DSIG is responsible to the duly elected PMI Board of Directors and is subject to all PMI policies, procedures, rules and directives lawfully adopted. Section 4. The PMI DSIG shall meet all legal requirements in the jurisdiction(s) in which the PMI DSIG conducts business or is incorporated/registered. Section 5. The bylaws of the PMI DSIG may not conflict with the current PMIs Bylaws and all policies, procedures, rules or directives established or authorized by the PMI Board of Directors as well as with the PMI DSIGs Charter with PMI. Section 6. The terms of the Charter executed between the PMI DSIG and PMI, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder. Article II Purpose Section 1. The PMI DSIG will provide a forum to promote the goals and principles of the Project Management Institute through networking with other project managers/peers with similar interest, sharing project experiences, providing and receiving training, and supporting Project Management professionals with knowledge enhancing resources. Section 2. The PMI DSIG will be recognized as a dynamic organization dedicated to serving the business, government, and educational communities through the advancement of Project Management with applied oriented understanding of Diversity and its relevance within the Project Management profession. Section 3. The objectives of the PMI DSIG are to: Advance the mission and objectives of the Project Management Institute to global project managers facing similar diversity related project management challenges and concerns Develop a growing and committed membership of Diverse Project Management professionals through an aggressive recruiting and retention plan Promote professional Project Management principles and techniques through professional development outreach activities of DSIG Support and enhance Project Management professionalism by developing and providing quality Diversity related Project Management programs based on membership needs Create and deliver educational programs that strengthens PMI and DSIG members Project Management professionals skills Establish a DSIG Knowledge Portal that promotes and enhances Diversity education with a PM assortment of diverse reading material with links to professional resources and publications Article III Membership Section 1. Membership in this organization shall be voluntary and open to any person, interested in furthering the purposes of the Institute, without regard to race, creed, color, age, sex, marital status, national origin, religion, physical or mental disability. Section 2. Membership in the DSIG requires membership in PMI. The DSIG shall not accept as members any individuals who have not been accepted as PMI members, and shall not create its own membership categories. Section 3. All DSIG members in good standing can vote and hold office. Section 4: Members shall be governed by and abide by the PMI Bylaws and by the bylaws of the PMI DSIG and all policies, procedures, rules and directives lawfully made there under. Section 5: All members shall pay the required PMI and Component membership dues to PMI and in the event that a member resigns, PMI or the DSIG shall not refund membership dues. Section 6: Membership in the PMI DSIG shall terminate upon the members resignation, failure to pay dues or expulsion from membership for just cause. Section 7: 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 the PMI DSIG. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and the DSIG to PMI. Section 8: Upon termination of membership in the PMI DSIG, the member shall forfeit any and all rights and privileges of membership. Section 9. The membership database and listings provided by PMI to the PMI DSIG may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the PMI DSIG, consistent with PMI policies. Article IV Officers Section 1. The PMI DSIG shall have eight elected officers to serve in the following positions: President VP Finance VP Membership VP Marketing VP eTechnology VP Programs VP Education VP Publications The DSIG Board of Directors shall consist of elected Officers and the Immediate Past President as ex-officio officer. All officers shall be members in good standing of PMI and of the PMI DSIG. Officer(s) are elected and will serve two-year term of office, staggered, so that a minimum of 3 officer elections can occur each year. The DSIG Board of Directors shall be solely responsible for the management of the affairs of the DSIG. Section 2. The President shall be the chief executive officer for the PMI DSIG 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 vote on all committees except the Nominating Committee. Section 3. The VP Publications shall keep the records of all business meetings of the PMI DSIG and meetings of the Board. Section 4. The VP Finance shall oversee the management of funds for duly authorized purposes of the PMI DSIG. Section 5. The VP Membership shall be responsible for the development and maintenance of a DSIG membership plan that assures continued growth through aggressive recruiting and partnering with employers and the development and implementation of a retention program. Section 6. The VP Marketing shall be responsible for publicity of PMI DSIG and PMI to internal and external publications and through partnering with businesses. Section 7. The VP Programs shall be responsible for the development and delivery of programs relating to Diversity within project management for each scheduled DSIG professional presentation meeting. The content of these programs is to be consistent and in accordance with the objectives of the PMI DSIG and with approval of the DSIG Board of Directors. Section 8. The VP eTechnology shall be responsible for promoting the DSIG through the development and management of technology to support DSIG initiatives and activities. Section 9. The VP Education shall be responsible for promoting a holistic, applied oriented understanding of Diversity and its relevance within the project management profession. Through the development of diversity-related educational materials, identification of knowledge enhancing resources, and a DSIG developed and sponsored professional development activity, value added emphasis will be placed on enhancing and expanding the Diversity-related skills and knowledge of project managers in accordance with the objectives of DSIG. Section 10. The Immediate Past President shall assist in preparation and conduct of any special projects, seminars or meetings in support of other DSIG Board members, or in liaison with any project manager appointed for a specific project, which the DSIG decides to undertake Article V Board of Directors Section 1. The Board of Directors (Board) shall govern the PMI DSIG. 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 DSIG. Section 3. The Board shall exercise all powers of the PMI DSIG, except as specifically prohibited by these bylaws, the PMI Bylaws and policies, 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 PMI DSIG business and funds. Section 4. The Board shall meet at the call of the President, or at the written request of three (3) members of the Board directed to the President. 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, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. Section 5. The Board of Directors shall declare an officer position to be vacant where an officer ceases to be a member in good standing of PMI or of the PMI DSIG by reason of non-payment of dues, or where the officer fails to attend two (2) consecutive Board meetings. An officer may resign by submitting written notice to the President or VP Publications. 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 6: An officer 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 7: If any officer position becomes vacant, the Board may appoint a successor to fill the office for the un-expired portion of the term for the vacant position. In the event the President is unable or unwilling to complete the current term of office, the VP Finance shall assume the duties and office of the presiding officer for the remainder of the term. Article VI Nominations and Elections Section 1. The nomination and election of officers shall be conducted annually in accordance with the terms of office specified in Article IV, Section 1 and Article V, Section 2. All voting members in good standing of the PMI DSIG 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. Candidates who are elected shall take office on the first day of January 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 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 mail/electronic ballot to all voting members in good standing. 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. Article VII 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. Section 2. The President with the approval of the Board shall appoint all committee members and a chairperson for each committee. Committee members may be appointed from the membership of the organization. Article VIII - Finance Section 1. The fiscal year of the PMI DSIG 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. 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. Section 2. 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 3. The Board shall send notice of all annual and special meetings to all members at least 45 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 4. A quorum at all annual and special meetings of the PMI DSIG shall be ten percent (10%) of the voting membership in good standing, present in person. Section 5. All meetings shall be conducted according to parliamentary procedures determined by the Board. Article X Conflict of Interest Section 1. No member of the PMI DSIG shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the PMI DSIG, except as otherwise provided in these bylaws. Section 2. No officer, appointed committee member or authorized representative of the PMI DSIG shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the PMI DSIG of actual and reasonable expenses incurred by an officer, committee member or authorized representative regarding attendance at Board meetings and other approved activities. Section 3. PMI DSIG may engage in contracts or transactions with members, elected officers, appointed committee members or authorized representatives of PMI DSIG and any corporation, partnership, association or other organization in which one or more of PMI DSIGs 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 PMI DSIG and complies with the laws and regulations of the applicable jurisdiction in which PMI DSIG 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, appointed committee members and authorized representatives of the PMI DSIG shall act in an independent manner consistent with their obligations to the PMI DSIG and applicable law, regardless of any other affiliations, memberships, or positions. Section 5. All officers, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the PMI DSIG 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 XI - Indemnification Section 1. In the event that any person who is or was an officer, director, committee member, or authorized representative of the PMI DSIG acting in good faith and in a manner reasonably believed to be in the best interests of the PMI DSIG 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 again 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 PMI DSIG 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 PMI DSIG or is or was serving at the request of the PMI DSIG 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 XII- Amendments Section 1. These bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing present at an annual meeting of the PMI DSIG duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail/electronic 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. 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. The Board with or without recommendation shall present all such proposed amendments. Section 3. All amendments must be consistent with PMIs Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with the PMI DSIGs Charter with PMI. Article XIII Dissolution Section 1. Should the PMI DSIG 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 Home | About | Meetings | Contact | News | Newsletter | Calendar | Officers | Guestbook | Gallery | Links | Join | Bylaws