PMOGI Chapter Bylaws Template
Article I – Name, Principal Office; Other Offices.
Section 1. Name of the Organization.
This organization shall be called the [Specify Chapter] (hereinafter “the [[Specify Chapter] ]”). This organization is a chapter chartered by the PMO Global Institute, Inc. (hereinafter “PMOGI®”)
Section 2. The [Specify Chapter] shall meet all legal requirements in the jurisdiction(s) in which the [Specify Chapter] conducts business or is incorporated/registered.
Section 3. Principal Office; Other Offices.
The principal office of the [Specify Chapter] shall be located in [Specify city, state, province] as designated by the [Specify Chapter] Board of Directors.
Article II – Relationship to PMOGI.
Section 1. The [Specify Chapter] is responsible to the duly elected PMOGI Board of Directors and is subject to all PMOGI policies, procedures, rules and directives lawfully adopted.
Section 2. The bylaws of the [Specify Chapter] may not conflict with the current PMOGI’s Bylaws and all policies, procedures, rules or directives established or authorized by PMOGI as well as with the [Specify abbreviated name]’s Charter with PMOGI.
Section 3. The terms of the Charter executed between the [Specify Chapter] and PMOGI, 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 [Specify Chapter] shall be governed by and adhere to the terms of the Charter.
Article III – Purpose and Limitations of the [Specify Chapter].
Section 1. Purpose of the [Specify Chapter].
[provide description of the purposes specific to your Chapter]:
Examples:
Section 2. Limitations of the [Specify Chapter].
Article IV – [Specify Chapter] Membership.
Section 1. General Membership Provisions.
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.
[Define which members can vote and hold office here.]
Section 2. Classes and Categories of Members. The [Specify Chapter] shall not create its own membership categories. PMOGI Chapter membership categories shall be consistent with PMOGI membership categories.
Article V – [Specify Chapter] Board of Directors:
Section 1. The [Specify 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 [Specify Chapter] elected by the membership and shall be members in good standing of PMOGI and of the [Specify Chapter].
Terms of office for the Officers shall be two years (02), limited to two consecutive terms in the same position, and no more than three consecutive terms on the Board in general. These positions are staggered so that all board positions are elected each year.
Section 3. The elected President shall be the chief executive officer for the [Specify 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. See annexure I for details of the roles and responsibilities of the president.
Section 4. The Director, Administration and Finance. See annexure I for details of the roles and responsibilities for this position.
Section 5. The Director, Membership & Certification. See annexure I for details of the roles and responsibilities for this position.
Section 6. The Director, Marketing & Publications. See annexure I for details of the roles and responsibilities for this position.
Section 7. The Director, Professional Development. See annexure I for details of the roles and responsibilities for this position.
Section 8. The Director, Events, Sponsorship and Volunteers. See annexure I for details of the roles and responsibilities for this position.
Section 9. The Board shall exercise all powers of the [Specify Chapter], except as specifically prohibited by these bylaws, the PMOGI Bylaws and policies, its charter with PMOGI, 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 PMOGI Bylaws and policies, and to exercise authority over all [Specify Chapter] business and funds.
Section 10. The Board shall meet at the call of the 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 or using online voting system 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 11. 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 PMOGI or of the [Specify 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 President or the officer responsible for keeping official records. 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 12: 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 13: 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 President is unable or unwilling to complete the current term of office, the Director, Administration & Finance shall serve as interim President, shall assume the duties and office of the presiding officer for the remainder of the term. The Board may call for a special election by the chapter’s membership to fill the vacant position.
Article VI – [Specify 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 [Specify 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. Candidates who are elected shall take office on the first day 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 ballot to all voting members in good standing; or (c) 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 PMOGI policies, practices, procedures, rules and directives, no funds or resources of PMOGI or the Chapter may be used to support the election of any candidate or group of candidates for PMOGI, 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.
Article VII – Standing 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 [Specify Chapter] officers and/or Directors can serve on the [Specify 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 President with the approval of the Board
Article VIII – [Specify Chapter] Finance:
Section 1. The fiscal year of the [Specify Chapter] shall be from 1 January to 31 December. [May change based on local country practice]
Section 2. [Specify Chapter] annual membership dues shall be set by the Board and communicated to PMOGI in accordance with policies and procedures established by PMOGI.
Section 3. The [Specify 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. Membership related billings, dues collections and dues disbursements shall be performed by PMOGI.
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 30 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 President; by a majority of the Board; or by petition of ten percent (10%) of the voting membership directed to the President. Notice of all special meetings shall be sent by the Board to membership a reasonable amount of time 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 [Specify Chapter] shall be those members in good standing, present and in person or five percent (5%) 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 [Specify Chapter] [TO BE USED BY CHAPTERS WITH BRANCHES ONLY].
Section 1. Establishing a Branch.
Upon written permission granted by PMOGI via the charter agreement, the Chapter shall be permitted to organize its members who reside in geographically limited areas in groups (hereinafter “Branch”) for the purpose of delivering its services locally. A Branch of [Specify Chapter] shall be governed by these Bylaws and shall conduct its business in compliance with [Specify Chapter]’s policies and procedures and its charter with PMOGI.
Section 2. Geographic Area. Each Branch formed to service a defined geographic area will not extend its services beyond the geographic boundaries defined of the Chapter.
Section 3. Distribution of Dues.
All [Specify Chapter]’ dues & fees will be collected by PMOGI on behalf of the [Specify Chapter] and will be forwarded to [Specify Chapter]. The [Specify Chapter] will allocate funds to the Branch in accordance with [Specify Chapter]’s policies & procedures. Branches shall not create their own membership or dues.
Section 4. The Branch Chair shall either be a member of Chapter’s Board of Directors, or be an Committee Chair and report into a Chapter Board member who oversees the Chapter’s Branch(es)
Section 5. Limitations: Branches shall abide by the limitations consistent with the chapter’s charter agreement with PMOGI.
Article XI – Inurement and Conflict of Interest:
Section 1. No member of the [Specify Chapter] shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the [Specify Chapter], except as otherwise provided in these bylaws.
Section 2. No officer, director, appointed committee member or authorized representative of the [Specify Chapter] shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the [Specify 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. [Specify Chapter] may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of [Specify Chapter] and any corporation, partnership, association or other organization in which one or more of [Specify 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:
Section 4. All officers, directors, appointed committee members and authorized representatives of the [Specify Chapter] shall act in an independent manner consistent with their obligations to the [Specify 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 [Specify 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 [Specify Chapter], acting in good faith and in a manner reasonably believed to be in the best interests of the [Specify 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 [Specify 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 [Specify Chapter], or is or was serving at the request of the [Specify 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 [Specify Chapter] duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail 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. All such proposed amendments shall be presented by the Board with or without recommendation.
Section 3. All amendments must be consistent with PMOGI’s Bylaws and the policies, procedures, rules and directives established by the PMOGI Board of Directors, as well as with the [Specify Chapter]’s Charter with PMOGI.
Article XIV – Dissolution:
Section 1. In the event that the [Specify Chapter] or its governing officers failed to act according to these bylaws, its policies or all PMOGI policies, procedures, and rules outlined in the charter agreement, PMOGI has a right to revoke the [Specify Chapter] Charter and require the chapter to seek dissolution.
Section 2. In the event the [Specify Chapter] failed to deliver value to its members as outlined in [Specify abbreviated Name]’s business plan and without mitigated circumstance, the Chapter acknowledges that PMOGI has a right to revoke the [Specify Chapter] Charter and require the chapter to seek dissolution.
Section 3. In the event the [Specify Chapter] is considering dissolving, the [Specify abbreviated Name]’s members of the Board of Director must notify PMOGI in writing and follow the Chapter dissolution procedure as defined in PMOGI’s policy.
Section 4. Should the [Specify 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.
Annexure I
Duties of Executive Committee Members:
GENERAL RESPONSIBILITIES OF ALL EXECUTIVE COMMITTEE MEMBERS (ECM):
PRESIDENT
DIRECTOR, MEMBERSHIP & CERTIFICATIONS
DIRECTOR, PROFESSIONAL DEVELOPMENT
DIRECTOR, MARKETING & PUBLICATIONS
DIRECTOR, EVENTS & SPONSORSHIP & VOLUNTEERS
DIRECTOR, ADMINISTRATION & FINANCE
if you have any queries, please email to community@pmoglobalinstitute.org
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