Section 1. The PMI-CVC 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 PMI-CVC elected by the membership and shall be members in good standing of PMI and of the PMI-CVC. PMI CVC will have six (6) officers to serve in the following positions:
- Executive Vice President
- Vice President of Finance
- Vice President of Education
- Vice President of Communications
- Vice President of Operations
The terms of office for the President, and Executive Vice President positions shall be one year in length. The terms of office for Vice Presidents shall be two years in length with a limit of two consecutive terms in the same position; PMI recommends a limit of 8 consecutive years of service on a board. These positions are staggered so that no more than half of the Vice Presidents are elected each year.
Section 3 Duties of Officers.
- The President shall be the chief executive officer for the PMI-CVC 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.
- The Executive Vice President shall (a) perform the duties and exercise the powers of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President in the event of his or her inability to fulfill this role, and (b) in general perform all of the duties incident to the office of the Vice President and such other duties as, from time to time, may be assigned to him or her by the President or Board. The VP will also serve in the role of secretary and will be responsible for keeping the records of all business meetings of the Chapter and meetings of the Board.
- The Vice President of Finance shall oversee the finances and management of funds for duly authorized purposes of the Chapter.
- The Vice President of Education shall be responsible for all matters related to certifications (obtaining), programs, professional development (on-going training/PDUs), speaker acquisitions, academic outreach, mentoring and LIGS/Local COPs
- The Vice President of Communications shall be responsible for all matters related to sponsorship, correspondence to include the chapter newsletter, membership, community outreach, social media, advertising and volunteerism, which will include the recognition dinner, recruitment and coordination.
- The Vice President of Operations shall be responsible for facilities, website, remote sites, IT, documents, records retention and registration/logistics.
Section 4. If any office becomes vacant, the President may temporarily appoint someone to the position. This appointed position would not have voting rights until approval by a simple majority vote of the Board is obtained.
Section 5. No person shall serve more than two (2) consecutive terms in any given elected office, nor shall any Officer/Director serve on the Board for more than eight (8) consecutive years; provided however, if there is no individual willing or able to fill an open position on the Board, then that Office/Director may be reelected to the same position for an additional term. The Board shall adopt, and may from time to time revise, a policy establishing any requirements in order for a member to be eligible to serve as a PMI CVC Officer; provided, however, that any such requirements may not conflict with PMI® policies, these bylaws, and Central Virginia law.
Section 6. To run for the office of President, the candidate must have previously served in any other board position, including any of the Vice President positions or Director roles, and must have been in the position for a minimum of two years.
Section 7. To run for the office of Executive Vice President, the candidate must have previously served in any other board position, including any of the Vice President positions or Director roles, and must have been in the position for a minimum of one year.
Section 8. The Board shall exercise all powers of the PMI-CVC, 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 PMI-CVC business and funds.
Section 9. 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 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 10. The Board of Directors may declare an officer position to be vacant when an officer ceases to be a member in good standing of PMI or of the PMI-CVC 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. 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 11: 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 or on a conference line at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.
Section 12: If any officer position, other than President, 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 Vice President shall assume the duties and office of the presiding officer for the remainder of the term.