Article I – Name and Relationship
Section 1. This organization shall be called the Project Management Institute, Alabama Financial Institutions Special Interest Group (“PMI-AL FISIG”). This organization AL FISIG a Special Interest Group chartered by the Central Alabama Chapter of the Project Management Institute (hereinafter PMI Birmingham), which in turn is chartered by the Project Management Institute, Incorporated (hereinafter “PMI®”).
Section 2. The bylaws of PMI-AL FISIG may not conflict with either PMI Birmingham’s or PMI’s Bylaws, policies, procedures, rules or orders established by the PMI Birmingham Board of Directors or the PMI Board of Directors.
Article II – Mission and Vision:
Section 1. The mission of PMI-AL FISIG is to provide a forum for members associated with financial industry to share and exchange project management experience, knowledge and information in a cost effective manner.
The Mission will be accomplished through focus on:
• Customizing project management policies and procedures for financial institutions;
• Applying project management best practices to the financial industry;
• Increasing awareness of risks and mistakes in project management;
• Enhancing member professionalism;
• Educating members for project management PDUs, and
• Serving as a collaborative hub for financial institutions.
Section 2. The vision of PMI-AL FISIG is to be the preferred, collaborative, professional project management organization for all aspects of project management that is associated with Alabama Financial Institutions or involved in the financial sector.
Section 3. The membership meetings will expressly not be a forum for predatory recruiting practices and any such practices suspected will immediately result in an inquiry which could lead to the suspected member being expelled from the membership. This however, does not preclude the job seeker from initiating contact with a potential employer.
Article III – Membership:
Section 1. Membership in this organization is voluntary and shall be open to any person associated with any Alabama Financial Institution or involved in the financial sector and interested in furthering the purposes of the organization without regard to race, creed, color, age, sex, marital status, national origin, religion, physical or mental disability.
Section 2. Anyone may join, or remain a member, who is currently unemployed, but whose most recent employment was associated with a financial institution or involved in the financial industry.
Section 3. Solicitation of financial products and services will not be permitted during a scheduled PMI-AL FISIG event by any AL-FISIG member.
Section 4. Although membership in PMI-AL FISIG does not require membership in PMI, the organization creates awareness and encourages membership in PMI.
Section 5. All members in good standing shall have voting rights and shall be eligible to hold elected or appointed office in PMI-AL FISIG.
Section 6. Members shall be governed by and abide by PMI bylaws and by the bylaws of PMI-AL FISIG, and all policies, procedures, rules and orders lawfully made hereunder.
Section 7. Membership dues are not required. Fees may be collected upon agreement of the group for the purpose providing speakers, meeting locations, or special events.
Section 8. Membership in PMI-AL FISIG shall terminate for dishonesty, fraud, or misrepresentation in connection with the affairs of PMI-AL FISIG or of PMI.
Section 9. Expulsion shall be upon two-thirds vote of PMI-AL FISIG Board of Directors in accordance with PMI-AL FISIG Policies and Procedures.
Section 10. Upon termination of membership in PMI-AL FISIG, any and all rights and privileges of membership shall be forfeited by the member.
Section 11. The membership database may be used, upon authorization by the individual members, only for advertising or solicitations in connection with the authorized business of PMI-AL FISIG. This database may not be used for commercial purposes, which are not related to the business of PMI-AL FISIG.
Article IV – Officers:
Section 1. The Officers of PMI-AL FISIG shall consist of four Directors: Administration, Membership/Communication, Education, and Best Practices. All officers shall be members of AL FISIG who are in good standing and remain so for the duration of their tenure as officer.
Section 2. Each Director’s term of office shall each be one (1) year.
Section 3. The Administrative Director shall be the chief executive officer for PMI-AL FISIG 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 Administrative Director shall also serve as a member ex-officio with the right to vote on all committees.
Section 4. The Director of Best Practices shall have the same authority and duties as the Administrative Director but shall perform them only at the request of the Administrative Director or when the Administrative Director is not available. Also the Director of Best Practices shall be tasked with developing and maintaining a compilation of “best practices” as discussed and forwarded by the membership. This best practices repository shall be accessible at all times to the membership and will be alterable by the Director of Best Practices under the direction of the board. Additionally, the Director of Best Practices shall coordinate the record keeping of all business meetings of PMI-AL FISIG and meetings of the Board as well as overseeing the management of funds for duly authorized purposes of PMI-AL FISIG. The Director of Best Practices shall prepare the annual
budget, present periodic financial reports to the Board and present an annual financial report to the membership.
Section 5. The Director of Membership and Communication will establish the venue for membership meetings and board meetings. Furthermore, the Director of Membership and Communication will be required to maintain the appropriate communications with PMI Birmingham and PMI to facilitate the membership accumulating PDUs or for any other reason required by either the PMI Birmingham or PMI bylaws or guidelines.
Section 6. The Director of Education shall oversee the establishment of the membership meeting agendas including the topic, speaker, and other business relating to the operations of the group as a whole.
Section 7. The Committee Member at Large will assist the Administrative Director and other Board Directors with their responsibilities and participate on committees established by the Administrative Director as needed.
Section 8. If any officer ceases to be in good standing by reason of non-payment of fees or fails to attend two (2) consecutive Board meetings, the Board shall declare the position to be vacant. An officer may resign by submitting written notice to the Board. Unless another time is specified in the notice or determined by the Board, an officer’s resignation shall be effective upon receipt by the Board.
Section 9. An officer may be removed from office for dishonesty, fraud, and/or misrepresentation in connection with the affairs of the organization, or unwillingness or inability to perform the duties of an officer by a two-thirds vote of the Board (excluding the vote of the affected officer).
Section 10. If any office becomes vacant, the Board may appoint a successor to fill the office. In the event the Administrative Director is unable or unwilling to complete the current term of office, the Director of Best Practices shall assume the Administrative Director’s duties and office. In the event the Director of Best Practices is unable or unwilling to fulfill the role of Administrative Director, the Board may vote any other current member of the Board to the position for the remainder of the predecessor’s term.
Article V – Board of Directors:
Section 1. The Board shall consist of the Directors of PMI-AL FISIG.
Section 2. The Board shall exercise all powers of PMI-AL FISIG, except as specifically prohibited by these bylaws and PMI bylaws. 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 to exercise authority over all PMI-AL FISIG business and funds.
Section 3. The Board shall meet at the call of the Administrative Director, or at the written request of 3 three (3) members of the Board directed to the Administrative Director. A quorum shall consist of greater than one-half of the voting membership of the Board. Each member shall be entitled to one (1) vote in person or by proxy. The procedures and conditions for vote by proxy are defined in PMIAL FISIG’s Policies and Procedures. The meeting shall be conducted in accordance with parliamentary procedures determined by the Board.
Article VI – Nominations and Elections:
Section 1. The nomination and election of officers shall be conducted every year. All members of PMI-AL FISIG 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 or physical or mental disability 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 tenure of their terms or until their successors have been elected and qualified.
Section 3. The Nominating Committee shall prepare a slate containing nominees for each position and shall determine the eligibility and willingness of each nominee to stand for election. Elections shall be conducted by ballot to all voting members. 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 member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.
Section 5. The election of officers shall not take place any later than 60 calendar days prior to the succession of the board. All nominations must be submitted to the Nominating Committee 30 days prior to the elections.
Section 6. Each board member may serve no more than three (3) years concurrently and no more than two (2) concurrently in one position. Any Director who has served three (3) concurrent years may not participate in the governance of AL FISIG for one (1) year before serving again.
Article VII – Committees:
Section 1. The Board may authorize standing or ad-hoc committees to forward 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. All committee members and a Director for each committee shall be appointed by the Administrative Director with the approval of the Board. Committee members may be appointed from PMI-AL FISIG membership.
Article VIII – Finance:
Section 1. The fiscal year of PMI-AL FISIG shall be from 1 January to 31 December.
Section 2. Any fees shall be set by the Board and communicated to the membership in accordance with procedures established by the PMI-AL FISIG Board of Directors.
Section 3. The Board shall establish policies and procedures to govern the management of its finances.
Section 4. All billings, collections, and disbursements shall be performed by the Director of Communication and Membership.
Section 5. The annual financial report of PMI-AL FISIG shall be subject to an annual independent audit.
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 Administrative Director or a majority of the Board.
Section 3. Notice of all annual and special meetings shall be sent to all members at least 45 days in advance of the meeting by the Board. Action at special 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 PMI-AL FISIG shall be considered the voting membership, present and in person. Proxy voting is not permitted.
Section 5. All meetings shall be conducted according to procedures determined by the Board.
Article X – Conflict of Interest:
Section 1. No member of PMI-AL FISIG shall receive any pecuniary gain or profit, incidental or otherwise, from its activities, without disclosure to the Board.
Section 2. No elected officer of the Board, appointed committee member or other official representative of PMI-AL FISIG shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by PMI-AL FISIG of actual and reasonable expenses incurred by the officers regarding attendance at Board meetings and other approved activities.
Section 3. All elected officers of the Board, appointed committee members and other official representatives of PMI-AL FISIG shall act in an independent manner consistent with their obligations to PMI-AL FISIG and applicable law, regardless of any other affiliations, memberships, or positions.
Article XI – Indemnification:
Section 1. In the event that any person who is or was an officer, committee member, or official representative of PMI-AL FISIG, acting in good faith and in a manner reasonably believed to be in the best interests of PMI-AL FISIG, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative proceedings (other than an action or proceeding by or in the right of PMI-AL FISIG), 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. Where the representative was 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.
Article XII- Amendments:
Section 1. These bylaws may be amended by a two-thirds vote of the voting membership present at any annual meeting or other special meeting of PMI-AL FISIG duly called, notice of such proposed changes having been sent in writing to the voting members at least thirty (30) days before such meeting, or by a two-thirds vote cast by voting members voting by mail ballot returned within thirty (30) days of the date by which members can reasonably be presumed to have received the ballot.
Section 2. Amendments may be proposed by the Board on its own initiative, or upon petition by ten (10) percent of the voting members 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 orders established by the PMI Board of Directors. Amendments to these bylaws must be approved by PMI before formal adoption by PMI-AL FISIG.
Article XIII – Dissolution:
Section 1. In the event PMI-AL FISIG is dissolved, all remaining assets, upon dissolution, shall be disbursed to a charitable organization as approved by the Board.