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Institut Manajemen Proyek Jakarta - Indonesia (IMPJI)
(Project Management Institute Chapter Jakarta, Indonesia- PMICJI)
Anggaran Rumah Tangga (Articles of Association & By-Laws)
Table of Content:
Revised by:
Rahayu S. Arifin, M.Sc,PMP, President
Adi Prasetyo, MPM, PMP, VP Membership
Bambang Trigunarsyah, Ph.D, PMP, VP Education
Hariyo D. Pangarso, MT, PMP, Acting VP Meetings
Daniel R. Jenie, PMP, VP Communications
Agung Hartawan, PMP, VP Finance
M. Tavip Sunandar, PMP, Project Manager
Ralph Lorenzo, PMP, Advisor
Reviewed & Issued by IMPI/PMII National BOD.
December 2002
[Link to IMPJI/PMICJI ARTICLES OF ASSOCIATION]
IMPJI/PMICJI BY-LAWS
BY-LAW I � POWERS
Section A: IMPJI/PMICJI shall have the powers to do all lawful things as may be appropriate in pursuit of its objects. In particular it may.
- admit, retain, suspend and expel members;
- hire, subcontract, outsource or otherwise retain the services of secretarial or administrative help;
- set fees and subscriptions;
- establish and set grades of membership;
- advise other associations and organisations on any matter related to project management;
- organise meetings, seminars, study groups, conferences and the like;
- publish newsletters, magazines, journals, papers, articles, reports and books;
- encourage and assist research into project management;
- grant awards, prizes and certificates, and make and accept gifts of money or things;
- raise, spend, grant, borrow, lend and invest money;
- buy, sell, rent or lease property;
- affiliate or co-operate with organisations having similar or associated objects to those of IMPI/PMII, and seek and accept representation to and from such organisations.
BY-LAW II - MEMBERSHIP
Section A: Eligibility. Membership of IMPJI/PMICJI will be open to any person interested in supporting the objects of IMPJI/PMICJI and who is a member in good standing with PMI. An applicant will agree to abide by the rules of the association and will become a member when his or her application and dues have been received and processed by the IMPJI/PMICJI VP Finance. Members may be affiliated to a nominated Sub-Component. A member will retain IMPJI/PMICJI membership as long as he or she remains a financial member in good standing with PMI and IMPJI/PMICJI. A member who does not remain financial and in good standing will automatically lose all rights of IMPJI/PMICJI membership.
Section B: Good standing. The IMPJI/PMICJI Board will have the right to determine criteria for maintaining "good standing" in IMPJI/PMICJI, with the exception that loss of good standing in PMI will automatically cause loss of good standing in IMPJI/PMICJI. Individuals who are denied membership by loss of good standing may request reinstatement by PMI, which will define its own Articles of Association and procedures for granting or denying such requests.
Section C: Classification of Members. IMPI/PMII will have 4 classes of members, with the following rights and privileges:
- Fellow - any person who has been nominated for and granted the status of Fellow by the IMPJI/PMICJI Board following the IMPJI/PMICJI Elevation of a Member to Fellow Policy. Fellows will have voting rights. Upon being elected to the position of Fellow, each person automatically becomes a member of Dewan Pengarah (Directing Committee)
- Full Member - Any person who meets the general membership eligibility qualifications. Members will have voting rights and may stand for elected office.
- Student Members - Any person is qualified for student membership if they meet the general membership eligibility qualifications and are registered in an accredited educational institution on a full-time basis. A student member will not have voting rights and may not hold any elected office.
- Honorary Member � In recognition of the cultural realities of Indonesia, the Honorary Member is a high ranking or otherwise well known and respected figure in the Government, Academic or Business Community, and is selected by the IMPJI/PMICJI BOD to act as the organization Sponsor and Mentor. IMPJI/PMICJI will pay for the dues of this/these individuals out of operating funds, and will be limited to a maximum of three Honorary Members in any given year. Upon being elected to the position of Honorary Member, each person automatically becomes a member of Dewan Pengarah (Directing Committee).
Section D: Resignation. A member may at any time submit a resignation in writing to the IMPI/PMII VP Communications and it will become effective upon receipt. Resignations will not be cause for IMPJI/PMICJI to refund dues or other fees.
Section E: Rights and Privileges. A current version of the IMPJI/PMICJI Articles of Association will be made available to all IMPJI/PMICJI members.
BY-LAW III - IMPI/PMII BOARD OF DIRECTORS
Section A: General. IMPI/PMII will be governed by a Board of Directors (Board). It is the duty of the Board to carry out the objects of IMPJI/PMICJI. The Board will have the following specific responsibilities:
- Establishing IMPJI/PMICJI policy.
- Approval of programs and projects.
- Allocation of IMPJI/PMICJI funds to Program or Projects.
Section B: Composition. The Board will consist of a President, Vice President Membership, Vice President Meetings, Vice President Education, Vice President Communications, Vice President Finance and Advisor.
Section C: Eligibility. All Board members must be PMI and IMPJI/PMICJI members in good standing. In the event that any member stands unopposed, he/she will automatically continue in the position. Any Board member may stand for re-election except that no member is eligible to serve more than two consecutive terms in the same office. If any Board member stands for re-election in the same office unopposed the restriction of not being allowed to serve for more than two consecutive terms in the same office may be waived. This waiver will be granted by a simple majority of those present at the Annual General Meeting.
Section D: Election of Board Members. The President, Vice President Membership, Vice President Meetings, Vice President Education, Vice President Communications, Vice President Finance and Advisor will be directly elected by the members at the AGM meeting, normally scheduled once in a year. Call for Nominations will be made no later than 31 October of each year, and the Nomination Committee, consisting of the Immediate Past President, Current President and Advisor shall conduct the elections and announce the results no later than the last working day of December in any given year.
Section E: Term of Office. The term of office will be one year, from January 1 through December 31, inclusive.
Section F: Board Meetings. The Board will hold meetings in order to govern IMPJI/PMICJI. The Board will determine the frequency of Board meetings and meeting venues. Board members must receive reasonable notice of the meeting time, venue and proposed agenda.
Section G: Meeting Chairperson. The President, or President�s delegate from the Board, will act as Chairman of the Board meeting. If no delegate is nominated, the Vice President will act as Chairperson.
Section H: Decisions. The Board may make decisions by consensus or by formal vote. Any Board member may request a formal vote on any item at any time. Each Board member, including the President, has a single vote. Board members may hold one (1) proxy vote for another Board member which, must be in writing. In the event of a tied vote, the Chairperson of the meeting will provide a casting vote to break the deadlock. A casting vote will be an independent vote, not necessarily in favour of the status quo. Any Board member may request that a ballot be held in secret and any such ballot will be run by the VP Communications.
Section I: Quorum. A Board meeting will require a quorum, which will be a simple majority of Board members. Board members who is unable to attend a Board meeting may designate an elected member of his or her vice positions or acting officers to attend the Board meeting on his or her behalf, without holding voting rights. For the purposes of the AGM, a quorum shall be defined to be a minimum of 25% of the eligible full members and a Quorum of the BOD.
Section J: Collective Responsibility. The principle of collective responsibility will apply to all Board members for all Board decisions. All Board members must support a Board decision whether or not they voted for it.
Section K: Roles. The roles and responsibilities of the IMPJI/PMICJI Board will be assigned as follows.
1) President
The President will be responsible for the overall functioning of the Chapter, assuring that the Chapter Board works together as a team, dedicated to achieving the Chapter vision, mission and objectives as detailed in the Chapter Charter.
Roles
- Act as chair of the Board of Directors.
- Schedule, provide agendas and preside over all Business and Chapter meetings.
- Direct the activities of other officers toward Chapter goals and objectives.
- Serve on the nominating committee chaired by the Immediate past president, and by 1 December of each year to conduct Chapter elections.
- Appoint replacement Board members to vacant positions, subject to the Board�s approval.
- Appoint committee and committee chairperson representatives to task teams as required and subject to the Board�s approval.
- Submit to the appropriate PMI Vice President - Region an annual application for charter renewal, pursuant to the Chapter Guidelines & Policy Handbook. The application shall be prepared by the Vice-President of Communications and Publicity.
- Represent the Chapter, or appoint appropriate alternate as a member of the Council of Chapter Presidents (CCP) at the bi-annual meetings and serve on any CCP subcommittees that may be established to form policy for the CCP.
- Prepare monthly status reports for presentation at Chapter Board meetings.
- Liaison between PMI International Board of Directors and the local Chapter.
- Maintain and deliver all permanent records to the position successor as required.
2) Immediate Past President (ex-officio officer of the Chapter)
Roles
The Immediate Past President shall assist the President in liaison with PMI if and when required.
Assist in preparation and conduct of any special projects, seminars or meetings in support of other Chapter Board members, or in liaison with any project manager appointed for a specific project which the Chapter decides to undertake.
Chair the Nominating Committee responsible for preparing the slate of officers for the succeeding year.
The Immediate Past President will also serve in the function of Government Liaison.
3) VP - Membership
The Vice-President of Membership will be responsible for the development and maintenance of a Chapter membership plan that assures continued growth through aggressive recruiting and partnering with major area employers and the development and implementation of a retention program.
Roles
- Serve as the backup President and assume presidential responsibilities if the elected president cannot fulfill the responsibilities for any reason.
- Compile and maintain a current file of PMI members in the Chapter area of operations and solicit their affiliation with the local Chapter.
- Establish and maintain an active membership drive, including a documented plan, partnering with other Chapter Board members to identify membership opportunities, providing membership application forms and PMI information to potential members.
- Provide periodic membership lists to all Chapter Board members, communicating with and
requesting from PMI, all appropriate membership documentation.
- Create Chapter membership list and dues record (in U.S. funds) and submit to PMI by designated date set by the PMI Executive Office for centralized billing purposes.
- Establish and maintain an active corporate Chapter sponsorship solicitation drive.
- Develop and implement a retention program to follow up with each member who does not renew.
- Prepare monthly status reports for presentation at Chapter Board meetings.
- Create and implement a membership retention plan.
- Maintain a permanent file of the membership and recruiting activities of the Chapter and turn over all documentation to successors as required
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4) VP - Treasury & Finance
The Vice-President of Treasury & Finance will be responsible for the solicitation of input from Board members for development of financial goals and objectives for the Chapter and the preparation of an annual financial plan.
Roles
- Manage all Chapter financial transactions including the collection of all Chapter dues from PMI, guest payments for Chapter meetings or special events, and the payment of all Chapter bills in accordance with Chapter Board Directives.
- Establish and maintain all required Chapter bank accounts and/or similar financial transactions, arranging for officer signatures as required.
- Apply for NPWP and submit all required Pajak tax related filings on a local, state, and federal level.
- Develop an annual operating budget and forward to the Board for inclusion in the annual
application for charter renewal.
- Develop an annual financial statement on the activities of the Chapter and provide to the Board by 1 December of each year.
- Partner with the Vice President of Membership to identify members who have failed to pay current dues, and provide meeting attendance information for new and potential members.
- Prepare and present monthly financial statements to the Board and the general membership at Chapter meetings.
- Maintain a permanent file of the financial business of the Chapter and turn over all documentation to successors as required.
5) VP - Communications
The Vice-President of Communications and Publicity is responsible for the timely dissemination of information both to and from the Chapter membership, using various tools to accomplish the objective. In addition, the position also includes publicity of the local Chapter and PMI to internal and external publications and through partnering with local businesses.
Communications Roles
- Organize subcommittees for the purpose of direct telephone solicitation of meeting and workshop attendance. Inform Vice President - Programs of expected attendance so hotel or restaurants can be informed.
- Distribute a six (6) month or one year program plan showing monthly events.
- Notify membership not less than fourteen (14) days before all special meetings called by the President.
- Notify membership not less than fourteen (14) days before all general meetings.
Receive from Vice President - Membership, and maintain up-to-date copy of the mailing list for use in mailing Chapter event notices, newsletters, and annual report.
- Notify membership of all nominations twenty-one (21) days before election.
- Monitor and report upon the general membership's requirements and response to Chapter Programs. This includes the preparation, analysis, and reporting on questionnaires and other evaluation devices.
- Maintain a file of all Chapter correspondence (meeting minutes, mailings, etc.).
- Prepare for, procure, and distribute Chapter stationary and printed materials.
- Direct preparation of Chapter Annual Renewal Survey for submission to the appropriate Vice President-Region and to the PMI Executive Office. Distribute Chapter Annual Report to Chapter Membership.
- Prepare monthly status reports for presentation at Chapter Board meetings.
- Maintain and deliver all permanent records to the position successor as required
- Fill the role of Project Manager establishing volunteer committees for the preparation and editing of monthly newsletters, published articles, and local advertisements describing Chapter activities and plans.
- Develop and place advertisement in local newspapers of Chapter meetings, events, workshops, seminars, and vendor shows.
- Submit regular information on Chapter activities for publication in the PMNetwork magazine.
- In cooperation with Vice President - Programs, prepare draft text of meeting notices and
newsletters for review by the Board at their meeting preceding each Chapter meeting.
- With the cooperation of other Board members, establish an awards program to show honor and distinction for professional accomplishments and Chapter participation.
- Prepare monthly status reports for presentation at Chapter Board meetings.
- Maintain and deliver all permanent records to the position successor as required.
- Create and maintain a Chapter website.
6) VP - Education
The Vice-President of Education will be responsible for promoting the project
management profession through the development of educational publications, seminars, and workshops designed to enhance and expand the skills and knowledge of project managers.
Roles
- Provide the membership with professional workshops and seminars designed to improve their development in the field of project management.
- Establish and oversee a volunteer group charged with the task of developing and delivering a certification examination preparation workshop to be offered on a quarterly basis.
- Establish and maintain a Chapter Library of project management reading material and professional publications.
- Work with local educational institutions to enlist their support of Project Management Professionalism through PMI and the local Chapter.
- Coordinate and maintain certification preparation workshop modules to insure they reflect the types of changes being made to the PMI certification test.
- In cooperation with the Vice President of Communications and Publicity, actively pursue paid PM workshop attendance by the public at large.
- Assist members with completing their PMP application.
- Prepare monthly status reports for presentation at Chapter Board meetings.
- Maintain and deliver all permanent records to the position successor as required.
7) VP - Programs
The Vice-President of Programs is responsible for the development and delivery of programs relating to project management for each scheduled Chapter meeting. The content of these programs is to be consistent and in accordance with the objectives of the Chapter and with approval of the Chapter Board.
Roles
- Prepare monthly program schedules and agendas showing all planned Chapter activities for the next six months, including speaker, vendor presentation, etc. Provide to Vice President of Communications for distribution.
- Direct the presentation of special seminars, meetings and vendor exhibits which the Chapter Board deems beneficial to the local membership. Assure that Chapter meetings do not conflict with the annual PMI meeting.
- Obtain information on future guest speakers at least a month in advance of meetings to provide adequate lead time for the Vice President of Communications to publicize such events.
- Prepare program and meeting notices for publication and distribution by the Vice President of Communications.
- Develop and maintain individual member participation lists and work with other Board members to determine areas of interest of Chapter members for use in program delivery. Monitor and report on requirements, participation levels and general membership feedback. Provide input for the yearly Chapter reports to PMI.
- Manage all physical arrangements for each Chapter meeting and coordinate the facilities
requirements of other officers.
- Prepare monthly status reports for presentation at Chapter Board meetings.
- Maintain and deliver all permanent records to the position successor as required.
8) Advisor
The Expat Advisor will be responsible for establishing and maintaining a relationship between the Multi-national companies and the local Chapter officers. This would include facilitating links between the various Chamber of Commerces, Embassies and NGO's and the PMI Chapter, .
Roles
- Partner with Chapter Board members to help promote and market the organization to the Chamber of Commerce from each country.
- Assist the VP Of Finance in raising funds and/or "in kind" support from the multi-national companies
- Serve as Chair of the Ethics Committee
- Advise the Board on Appropriate Business practices and interpretation of the Code of Ethics from an International perspective.
- Serve on the nominations committee as along with the Current President and Ex-Officio (past) President.
Appointed Officers:
Special Chapter Officers may be appointed by elected Chapter Officers, with approval of the Chapter President, included but not limited to, Program Managers, Project Managers, and Committee Leaders. These positions shall be considered appointed officers of the Chapter.
Terms of office and responsibilities of appointed officers shall be as agreed to between the appointed officer and Chapter Board.
Appointed Chapter Officers must also be members in good standing of PMI and the Chapter.
Appointed Chapter Officers may be removed by a majority vote of the Chapter Board of Directors.
Appointed Chapter Officers shall not have official voting rights on the Chapter Board of Directors, on any issue covered by the Chapter Constitution and Bylaws, with exception of those issues put before the Chapter membership.
Board members will carry out additional duties as required.
Section L: Designation. Any Board member may designate another IMPJI/PMICJI member to perform or assist with any assigned duties. However, in no case will such designations relieve the Board member of their responsibility for the timely and proper execution of their duties.
Section M: Dismissal. A Board member can be dismissed from office as follows:
- By a majority vote of the remaining Board, provided there is still a quorum. The Board member in question may not vote. The cause for a Board member�s dismissal will include, but not be limited to, a Board member�s absence from three consecutive Board meetings. In this case, the vote to dismiss a Board Member must be held at the next Board meeting or;
- Any member may submit to the Board a petition signed by at least ten members who are not Board members requesting the Board to consider a motion to dismiss a Board Member. Upon receiving such a petition the Board must consider the petition and, by vote, decide if the Board Member will be dismissed, or;
- Should the Board decide not to dismiss the Board member, the petitioning member may submit to the Board a written petition signed by at least 10% or fifty members, whichever is less, proposing the dismissal of a Board member. Upon receiving such a petition the Board must promptly submit such a petition to the IMPJI/PMICJI membership for a vote. A Board member will be dismissed if a majority of the members who vote in a postal ballot vote in favour of dismissal.
- The Board will promptly notify all members of the outcome of the members� vote.
Section N: Vacancies. Vacancies on the Board of Directors will be filled as follows.
- Should the position of President become vacant, the Board will appoint a successor from within the Board until members can elect a successor as provided in the Articles of Association.
- Should the position of Vice President, VP Communications or VP Finance become vacant, the Board will vote to appoint a IMPJI/PMICJI member to serve in the position for the remainder of the term. The appointed member will have full powers of the position.
Section O: Policy. The IMPJI/PMICJI Board will, as deemed necessary, define and/or amend the policy to be followed in such matters as membership, funding, ethics etc. These Policies will be documented as the IMPJI/PMICJI Policy and will be available to all members. The IMPJI/PMICJI Board must approve IMPJI/PMICJI Policies by simple majority. IMPJI/PMICJI Policy is to be adhered to by all members of IMPJI/PMICJI and is binding on IMPJI/PMICJI unless it contradicts this Articles of Association and Bylaws or repealed by motion at AGM or a Board Meeting.
Section P: Voting Eligibility. Only elected members of the Board as described in Section B of this By-Law have the right of one vote on all decisions.
BY-LAW IV - FINANCIAL
Section A: IMPJI/PMICJI finances will be managed according to the following principles and practices.
- IMPJI/PMICJI will maintain reserve funds to manage risk, to underwrite events such as a national conference, cover operational costs and to provide funding for new initiatives.
- In all other respects, IMPJI/PMICJI will follow generally accepted accounting practices and obligations defined by the Ministry of Finance and the Ikatan Akuntansi Indonesia (Indonesia Association for Accountants)
- The annual accounts will be subject to an independent audit by professional accountants.
Section B: Assets. All IMPJI/PMICJI assets will be held in the name of IMPJI/PMICJI.
Section C: Fiscal Year. The Fiscal Year will be from January 1 through December 31, inclusive.
Section D: Financial Controls. The financial operations of IMPJI/PMICJI will be conducted under budgetary control. The VP Finance, in consultation with all Board members, will prepare an annual budget for approval. The annual budget will be based upon the Sub-Component budgets for expenditure and any expenditure proposed by Board members. The Board will approve an annual budget within the first quarter of the fiscal year.
Section E: Members Dues. The IMPJI/PMICJI Board will set and annually review member�s dues. They are currently set at:
$119.00 per year for PMI Global
$ 15.00 per year IMPJI/PMICJI and
Honorary Members
$ 30.00 per year Student
$ 10.00 New member application
These figures are quoted in US dollars and will be converted to rupiah at the current market rates upon joining. All figures are subject to change without notice.
Section F: Billing Procedures. The Board will ensure that there are defined procedures for billing and collecting members� dues and fees and these are in accordance with the IMPJI/PMICJI Membership Policy.
Section G. a: Non-budgeted items. The majority consent of the Board, in quorum, is required for any reimbursement of non-budgeted items.
Section G. b: Financial Delegations. Any financial delegations by the Board will be made in writing.
Section H: Debts. IMPJI/PMICJI may not incur any debts in excess of its cash-on-hand, borrow or raise money without the unanimous consent of the Board. Any debt instrument issued in the name of IMPJI/PMICJI will require co-signatures of all Board members.
Section I: IMPJI/PMICJI may, by a decision of the Board, purchase, take on lease, or in exchange, on hire or otherwise acquire any real or personal property or any rights or privileges, or mortgage, exchange, let on bail or lease. By a decision of the Board, IMPJI/PMICJI may in any manner dispose of any such property, rights or privileges.
Section J: The VP Finance will be responsible for presenting the association�s financial position and records to members at the Annual General Meeting.
Section K: The VP Finance will be responsible for ensuring that the association�s financial records are audited and published for the membership at large.
BY-LAW V � AMENDMENTS
Section A: Any IMPJI/PMICJI member in good standing may submit to the Board a written proposal for amendments to the Articles of Association. Proposed amendments to the Articles of Association and/or Articles of Association will become Accepted Proposals by either of the following means:
- By the majority vote of the IMPJI/PMICJI Board taken at an actual meeting thereof; or
- By a petition from a member, signed by at least 10% of IMPJI/PMICJI members or fifty (50) members, whichever is smaller.
The Board will facilitate informed debate on all Accepted Proposals and will submit all Accepted Proposals to the IMPJI/PMICJI membership for a vote.
Section B: Any proposed amendment to the IMPJI/PMICJI Articles of Association must be approved by at least 50% of responses from members voting in a postal ballot.
Section C: Any proposed amendment to the IMPJI/PMICJI Articles of Association must be approved by at least 50% of responses from members voting in a postal ballot.
Section D: The VP Communications will notify all members of any additions or changes in the Articles of Association.
Section E: A copy of the IMPJI/PMICJI Articles of Association and subsequent amendments will be filed with PMI.
BY-LAW VI � ORGANIZATION STAMP
Section A: The Organization Stamp of IMPJI/PMICJI may be used as directed by the President. The VP Communications will be responsible for the safe custody and control of the stamp.
Section B: Whenever the Organization Stamp of IMPJI/PMICJI is required to be affixed to any document or other instrument, the stamp will be duly affixed and countersigned by the President, and the VP Communications or any other members of the Board as the Board may from time to time appoint.
BY-LAW VII - MEETINGS
Section A: IMPJI/PMICJI will hold meetings to support the objects of IMPJI/PMICJI. Members will be notified of all meeting dates and venues.
Section B: Open Membership Meetings. These are the meetings where members gather to participate in the activities that support the objects of IMPJI/PMICJI.
Section C: Annual General Meeting. IMPJI/PMICJI will hold at least one General Meeting each year to consider the finances and affairs of IMPJI/PMICJI and to announce election results. This meeting will be referred to as the Annual General Meeting or "AGM." Members may review the minutes of Board Meetings and the IMPJI/PMICJI financial statements, which will be made available by the VP Communications and the VP Finance, respectively.
Section D: Special General Meetings will be held when there is a need to consider some urgent or important matter that cannot wait until the next Annual General Meeting.
Section E: Notice. The VP Communications will be responsible for notifying all members of the date and venue of a General or Special General Meeting, including the Annual General Meeting. Such notice will state the time and place of the meeting and a description of the business to be transacted. Notice will be provided at least 60 days prior to an Annual General Meeting. No business other than that specified in the notice shall be transacted at a General Meeting. The members in actual attendance at the meeting shall constitute a quorum for the purpose of voting on all questions, resolutions, and other actions, so long as members have been properly notified of the meeting.
Section F: Member Referendum. The Board will give members reasonable opportunities to express their views on questions and present resolutions. The resolution may be to overturn a previous Board decision or decide a new issue. Any member may present to the Board a written petition seeking a referendum of members to decide any issue. The Board will accept a petition signed by signed by at least 10% of IMPJI/PMICJI members or fifty (50) members, whichever is smaller. The question and resolution must be written clearly and be unambiguous in its intent and required action. The Board will facilitate informed and objective debate on the issue and will submit all accepted proposals to the IMPJI/PMICJI membership for a vote. A question affirmed by a simple majority of members� votes will be binding upon the Board unless determined to be contrary to the Articles of Association and Articles of Association or the law. The VP Communications will notify all members of the outcome of such a vote.
BY-LAW VIII - ELECTIONS
Section A: All positions on the Board of Directors will be subject to annual election.
Section B: Elections for the offices of President, Vice President Meetings, VP Education, VP Membership, VP Communications, VP Finance and Advisor will be by nomination followed by a postal ballot of IMPJI/PMICJI members. Nominations will be handled as follows:
- Each year, the Board will appoint a Nominating Committee consisting of at least three members, none of whom may be a Board member. Members of the Nominating Committee will not be eligible for election to the Board during any year served on the Nominating Committee.
The Nominating Committee will select its own presiding Officer and establish its own rules of procedure. Rules of procedure established by one committee will not be binding on future committees.
- The VP Communications will inform IMPJI/PMICJI members of the composition of the Nominating Committee and provide details about how they may be contacted.
- The Nominating Committee will solicit nominations from members and verify the eligibility of nominees. The Nominating Committee must include any nomination made by a petition signed by at least 2 members.
- The Nominating Committee will prepare a list containing those nominations received for each position to be elected.
- All nominees must have agreed to serve if elected.
Section C: Voting. Ballot papers will be sent to each member at the member�s last known mailing address (snail or electronic address) at least 21 days prior to the deadline for return of the ballot papers where a position is contested. Members will be responsible to inform IMPJI/PMII of any change in his or her mailing address. Ballot papers will be uniquely coded with an identifier to ensure that no ballot paper is submitted more than once.
Section D: Ballot Counting. The Nominating committee will count the ballots. The ballot paper identifier will be checked to ensure that no ballot paper has been submitted more than once. If any ballot paper has been submitted more than once all copies of that ballot paper will be declared invalid. An independent body appointed by the Presiding Officer of the Nominating Committee will verify the results of the ballot.
Section E: Timing. Nominations, elections and ballot counting will be scheduled so that election results can be announced at the Annual General Meeting.
Section F: Term. Board members� terms will begin January 1, after the Presiding Officer of the Nominating Committee certifies their election, and will continue until any one of the following occurs:
- The elected successor�s term begins, or;
- The Board member submits a written letter of resignation to the Board, or;
- The Board member becomes incapable of performing the position�s duties and responsibilities, as determined by a majority vote of the Board, or;
- The Board member ceases to be considered a member in good standing, or;
- The Board member is dismissed from office.
BY-LAW IX- APPOINTMENTS
Section A: The Board may appoint and disband a panel of advisors to provide advice and guidance to IMPJI/PMICJI. The advisory panel will have no legislative or managerial authority except where the President specifically delegates the authority.
Section B: The Board may establish and disestablish committees, appoint and remove committee heads, to support the objects of IMPJI/PMICJI and to assist the Board in the execution of its duties.
Section C: The Board may appoint and remove individuals and project teams to support the objects of IMPJI/PMICJI and to assist the Board in the execution of its duties. Section D: The President may delegate their authority in writing to a member of IMPJI/PMICJI for specific responsibilities. This delegation shall be time and financially limited as defined in the letter of delegation. No delegation shall run for more than one IMPJI/PMICJI financial year. The elected members of the Board may revoke this delegation by a 2/3rds majority of the full Board excluding the President.
BY-LAW X � CODE OF ETHICS
Section A: The IMPJI/PMICJI Board has defined a Code of Ethics, which will be binding on all Fellows, Full Members, Student Members and Honorary Members. Breaches of this code, if proven, may result in loss of "good standing" and suspension or forfeiture of membership of IMPJI/PMICJI.
Section B: Breaches of the code will be dealt with by the Ethics Committee as defined in the IMPJI/PMICJI Ethics Policy.
BY-LAW XI � ARTICLES OF ASSOCIATION AND ARTICLES OF ASSOCIATION MAINTENANCE COMMITTEE
Section A: To ensure that the Articles of Association and Bylaws (CAB) are kept uptodate with changes in practice or technology the CAB will be reviewed at least annually by the CAB Maintenance Committee as defined in the IMPJI/PMICJI CAB Maintenance Policy.
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