Project Management Institute, College of Scheduling (PMI-COS) Constitution

Article I - Name, Area of Operation and Relationship to PMI:

Section 1.  This organization shall be called the Project Management Institute College of Scheduling (hereinafter “College”). This organization is a college chartered by the Project Management Institute Incorporated (hereinafter “PMI®”) and separately incorporated as a non-profit, tax exempt corporation organized under the laws of the Commonwealth of Virginia.

Section 2.  The College shall be a virtual organization with its area of operation throughout the World. The principal office of the college shall be located in Vienna in the Commonwealth of Virginia of the United States of America.

Section 3.  The College 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 College shall meet all legal requirements in the jurisdictions in which the College conducts business or is incorporated/registered.

Section 5.  The constitution and bylaws of the College may not conflict with the current PMI Bylaws and all policies, procedures, rules or directives established or authorized by the PMI Board of Directors as well as with the College’s Charter with PMI.

Section 6.  The terms of the Charter executed between the College and PMI, including all restrictions and prohibitions, shall take precedence over this Constitution and Bylaws and other authority granted hereunder.

Article II – Purpose:

Section 1.  The College objectives are to:

A. Encourage and facilitate education, certification, and professionalism in project management. practices;

B. Provide a forum for discussion and examination of problems, solutions, applications, and ideas related to the scheduling and management of projects and to foster communication between public and private sectors regarding scheduling of projects and its importance to effective project management.

C. Disseminate, within the primary area of operation of the College, information regarding developments in scheduling of projects.

D. Develop a growing and committed membership of scheduling and project management practitioners through providing a world-class forum on scheduling;

E. Promote modern project management principles and techniques with governments, businesses, universities and professional associations.

F. Support and enhance Project Management Professionalism by developing and providing quality programs based on the needs of schedulers and project managers.

G. Create and deliver educational programs that strengthen project management skills in the area of scheduling of projects and support the Project Management Institute Certification Program.

H. Support and encourage the ongoing development of the PMI Body of Knowledge in the areas of scheduling and time management.

Article III - Membership:

Section 1.  Membership in this organization is voluntary and shall be open to any 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.

Section 2.  Membership in PMI-COS requires membership in PMI.  PMI-COS 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 members in good standing may vote and hold office.

Section 4.  Members shall be governed by and abide by PMI bylaws and by the Constitution & Bylaws of the College, and all policies, procedures, rules and orders lawfully made thereunder.

Section 5.  All members shall pay the required PMI and College membership dues to PMI and, in the event that a member resigns, membership dues shall not be refunded by PMI or the College.

Section 6.  Membership in the College shall terminate upon the member's 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 College. A delinquent member may be reinstated by payment in full to PMI of all unpaid dues for PMI and the College.

Section 8.  Upon termination of membership in the College, the member shall forfeit any and all rights and privileges of membership.

Section 9.  The membership database and listings provided by PMI to the College may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the College, consistent with PMI policies.

Article IV – Officers:

Section 1.  The College shall have elected officers and the Chairman of the Board of Directors as defined in the Bylaws. All officers shall be members in good standing of both PMI and the College. The officers will serve three-year terms of office..

Section 2.  The President shall be the chief executive officer of the College and shall perform such duties as are customary for chief executive officers, including making all required appointments with the approval of the Board.

Article V – Board of Directors:

Section 1.  The Board of Directors shall consist of elected Officers and the Chairman of the Board. The Board of Directors shall be solely responsible for the management of the affairs of the College. The roles and responsibilities of the Board of Directors shall be defined in the College Bylaws.

Section 2.  The Board shall exercise all powers of the College, except as specifically prohibited by this Constitution and 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 this Constitution and Bylaws and PMI Bylaws and policies, and to exercise authority over all College business and funds.

Article VI – Nominations & Elections:

Section 1.  The nomination and election of members of the Board of Directors shall be conducted annually in accordance with the College Bylaws. All voting members in good standing of the College shall have the right to vote in the annual 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 in accordance with the Bylaws. Elections shall be conducted by ballot to all voting members in good standing. The candidate who receives a majority or plurality 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 College. Committees are responsible to the Board.

Article VIII - Finance:

Section 1.  The fiscal year of the College 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 – Board of Trustees:

Section 1.  The Board of Directors may appoint a Board of Trustees to provide general advice and guidance on the programs undertaken by the College. The trustees shall have no legislative or managerial authority. Each trustee may be appointed for a term of not more than three years and shall not serve for more than two consecutive terms.

Article X – Annual Meeting 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.  Notice of all annual and special meetings shall be sent by the Board 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 3.  A quorum at the annual meeting of the College shall be all members in good standing in attendance and a majority of the Board.

Section 4.  All meetings shall be conducted according to parliamentary procedures determined by the Board.

Article XI – Inurement and Conflict of Interest:

Section 1.  No member of the College shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the College, except as otherwise provided in this Constitution.

Section 2.  No officer, director, appointed committee member or authorized representative of the College shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the College 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.  The College may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of the College and any corporation, partnership, association or other organization in which one or more of the College'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:

A.  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;

B.  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;

C.  The contract or transaction is fair to the College and complies with the laws and regulations of the applicable jurisdiction in which the College 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, directors, appointed committee members and authorized representatives of the College shall act in an independent manner consistent with their obligations to the College 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 College 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 College, acting in good faith and in a manner reasonably believed to be in the best interests of the College, has been made a 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.

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 this Constitution.

Section 3.  To the extent permitted by applicable law, the College 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 College, or is or was serving at the request of the College 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.  This constitution may be amended by a two-thirds (2/3) vote of the voting membership in good standing voting by ballot returned within forty-five (45) 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 forty-five (45) 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 PMI's Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with the College's Charter with PMI.

Article XIV - Dissolution:

Section 1.  Should the College 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.

Project Management Institute, College of Scheduling (PMI-COS)
Bylaws

Article I - Meetings:

  The President shall have the authority and responsibility to prevent the unauthorized use of the name of the College in connection with any meeting or activity, which, in the President's judgment, does not further the purposes of the College and/or PMI.

Board Meetings:

1. Purpose -  Regularly scheduled Board Meetings shall be scheduled by the Board to perform the leadership function of the College. This planning function shall provide focus on the identified Objectives of the College.

2. Time -  The Board of Directors shall convene Board Meetings at least quarterly, with one Annual Meeting, the dates of which shall be set by the Board of Directors. The Annual Meeting shall be held in conjunction with the annual election of officers.

3. Location -  The Board of Directors shall select the location of the Annual Meeting and announce the time, date, and location in a notice to all current members of the College in good standing as required by the Constitution.

4. Quorum -  A quorum of the Board of Directors shall be greater than 50 percent of the Board of Directors, and is required for the transaction of all official business requiring a vote.

Article II - Officers:

A. General -  All officers shall be members in good standing of both PMI and the College. Officers of the College will consist of Chairman, President, Vice President of Membership, Vice President of Finance, Vice President of Communications, Vice President of Publicity, Vice President of Education and Training, Vice President of Programs, and Vice President of Global Services. The Vice President of Membership shall become President if that office becomes vacant. Other vacant offices shall be appointed by the President with the majority approval of the Board of Directors. Any elected officer may be recalled by approval of sixty (60) percent of all other members of the Board. Any elected officer who fails to attend three (3) consecutive Board meetings may be recalled by the President with the majority approval of all other members of the Board. An officer or Director at Large 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.

B. Election & Tenure -  Officers (except for the Chairman who shall be the outgoing President) shall be elected by either a majority or plurality of votes from the voting Members. Voting is accomplished through ballot. Officers shall be eligible to serve only two consecutive full terms in the same office. Officers will serve three-year terms. The Vice Presidents of Membership, Finance, and Publicity will be elected to start terms every third year beginning in 2005. The Vice President of Programs, Education and Training, and Communications will be elected to start terms every third year beginning in 2006. The President of the College and Vice-President of Global Services will be elected to start terms every third year beginning in 2007.

C. Responsibilities of Officers: 

1.   President: The President will be responsible for the overall functioning of the College, assisting the Chairman in assuring that the Board of Directors works together as a team, dedicated to achieving the vision, mission and objectives as detailed in the Constitution. The President's roles are:

*  Schedule, provide agendas and preside over all Business and College Meetings.

*  Direct the activities of other officers toward goals and objectives.

*  Appoint replacement Board members to vacant positions, subject to the Board's majority approval.

*  Appoint committee and committee chairperson representatives to task teams and special projects as required and subject to Board approval.

*  Submit to PMI an annual application for charter renewal. The application shall be prepared by the Vice President of Communications.

*  Represent the College, or appoint an appropriate alternate, at the Spring and Fall leadership meetings.

*  Liaison to the Executive Office of PMI.

*  Facilitate status reports for presentation at Board Meetings.

*  Maintain and deliver all permanent records to the position successor as required.

2.   Chairman: The Chairman will be responsible for scheduling, providing agendas and presiding over all Board Meetings, assuring that the Board of Directors works together as a team dedicated to achieving the vision, mission and objectives as detailed in the Constitution. The Chairman's roles are:

*  Schedule, provide agendas and preside over all Board Meetings.

*  Assist the President in liaison with PMI if and when required.

*  Appoint Nominating Committee members by October 1 of each year to conduct elections.

*  Chair the Nominating Committee responsible for preparing the slate of officers for the succeeding year.

3.   Vice President of Membership: The Vice President of Membership will be responsible for the development and maintenance of a membership plan that assures continued growth of the College. The Vice President of Membership's roles are:

*  Serve as the backup President and assume presidential responsibilities if the elected president cannot fulfill the responsibilities for any reason.

*  Receive and maintain a current file of PMI members and solicit their affiliation with the College.

*  Establish and maintain an active membership drive, including a documented plan, partnering with other Board members to identify membership opportunities, providing membership application forms and PMI information to potential members.

*  Provide periodic membership lists to all Board members, communicating with and obtaining from PMI all appropriate membership documentation.

*  Establish and maintain an active corporate sponsorship solicitation drive.

*  Prepare monthly status reports for presentation at Board Meetings.

*  Contact unpaid members for status of membership.

*  Maintain a permanent file of the membership and recruiting activities of the College, and turn over all documentation to successor as required.

4.   Vice President of Finance: The Vice President of Finance will be responsible for the solicitation of input from Board members for the development of financial goals and objectives for the College and the preparation of an annual financial plan, as well as the collection and disbursement of all moneys. The Vice President of Finance's roles are:

*  Manage all financial transactions including the receipt of all dues from PMI, guest payments for meetings or special events, and the payment of all bills in accordance with Board directives.

*  Establish and maintain all required bank accounts and/or similar financial transactions, arranging for officer signatures as required.

*  Submit all required IRS tax related filings.

*  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 College and provide to the Board of Directors by December 1 of each year.

*  Partner with the Vice President of Membership to identify members who have failed to pay current dues. Pursue unpaid members for collection and retainment purposes.

*  Prepare and present monthly financial statements to the Board of Directors at Board meetings.

*  Maintain a permanent file of the financial business of the College, and turn over all documentation to successor as required.

5.   Vice President of Communications: The Vice President of Communications will be responsible for the timely dissemination of information both to and from the membership, using various tools to accomplish the objective. The Vice President of Communications' roles are:

*  Distribute a six (6) month program plan showing monthly events.

*  Notify membership not less than ten (10) days before all special meetings called by the President.

*  Notify membership not less than ten (10) days before all meetings.

*  Receive from Vice President of Membership, and maintain up-to-date copy of the mailing list for use in mailing event notices, newsletters, and annual report.

*  Notify membership of all nominations twenty-one (21) days before election.

*  Monitor and report upon the general membership requirements and responses to Programs. This includes the preparation, analysis, and reporting on questionnaires and other evaluation devices.

*  Maintain and file all correspondence (meeting minutes, mailings, etc.).

*  Prepare for, procure, and distribute stationery and printed materials.

*  Direct preparation of Annual Report and Charter Renewal Request for submission to the PMI main office.

*  Prepare monthly status reports for presentation at Board meetings.

*  Maintain and deliver all permanent records to the position successor as required.

6.   Vice President of Publicity:The Vice President of Publicity will be responsible for the publicity of the College and PMI through internal and external publications and through partnering with government agencies and businesses. The Vice President of Publicity's roles are:

*  Establish volunteer committees for the preparation and editing of newsletters, published articles, and advertisements describing activities and plans.

*  Develop and place advertisements on the website of meetings, events, workshops, seminars and vendor shows.

*  Submit regular information on activities for publication in PMI Today and PM NETwork.

*  In cooperation with the Vice President of Programs, prepare draft text of meeting notices and newsletters for review by the Board of Directors at their meeting preceding each College meeting.

*  With the cooperation of other Board members, establish an awards program to show honor and distinction for professional accomplishments and participation.

*  Prepare monthly status reports for presentation at Board meetings.

*  Maintain and deliver all permanent records to the position successor as required.

7.   Vice President of Education and Training:The Vice President of Education will be responsible for promoting Project Management Professionalism through the development of educational publications, seminars, and workshops designed to help scheduling practitioners and project managers achieve excellence in scheduling through developing accurate, ethical schedules. The Vice President of Education and Training's roles are:

*  Provide the membership with professional workshops and seminars designed to improve their development in the field of project management.

*  Establish and maintain a bibliography of scheduling and project management reading material and professional publications.

*  Work with educational institutions to enlist their support of Project Management Professionalism through PMI and the College.

*  In cooperation with the Vice President of Publicity, actively pursue paid seminar/symposium attendance by the public at large.

*  Prepare monthly status reports for presentation at Board Meetings.

*  Maintain and deliver all permanent records to the position successor as required.

8.   Vice President of Programs:The Vice President of Programs will be responsible for the development and delivery of programs relating to scheduling and/or project management for each scheduled meeting. The content of these programs is to be consistent and in accordance with the objectives of the College and with majority approval of the Board of Directors. The Vice President of Programs' roles are:

*  Prepare monthly program schedules and agendas showing all planned activities for the next six months. Provide to Vice President of Communications for distribution.

*  Establish and oversee a volunteer group charged with the task of developing seminar/symposia to be offered on an annual (minimum) basis.

*  Direct the presentation of special seminars, meetings and vendor exhibits which the Board of Directors deems beneficial to the membership. Assure that meetings do not conflict with the annual PMI meeting.

*  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 members for use in program delivery. Monitor and report on requirements, participation levels and general membership feedback. Provide input for the yearly reports to PMI.

*  Manage all physical arrangements for each meeting and coordinate the facilities requirements of other officers.

*  Prepare monthly status reports for presentation at Board meetings.

*  Maintain and deliver all permanent records to the position successor as required.

9.   Vice President of Global Services:The Vice President of Global Services will be responsible for the coordination of efforts identified by the Board of Directors outside of North America and provide support to various Board members and the College as a whole. The Vice President of Global Services' roles are:

*  Organize subcommittees as required for the purpose of presenting conferences and seminar/symposia outside of North America.

*  Partner with Board members to determine short term and longer term needs that will support the strategic goals of the College, internationally.

*  Identify and propose ideas and special projects that will assist the Board of Directors in the establishment and growth of international membership.

*  Develop and distribute a "Global Services Plan" to address and prioritize annual activities.

*  Prepare monthly status reports for presentation at Board meetings.

*  Maintain and deliver all permanent records to the position successor as required.

Article III - Finance:

A. Budget -  The proposed budget shall be created annually and recommended by the Vice President of Finance to the Board of Directors for approval. The annual budget for the succeeding year shall be submitted in draft form not later than the Board Meeting scheduled immediately prior to the Annual Board Meeting of the College. The budget shall be approved at a joint meeting of incoming and outgoing officers. The incoming officers are to receive the budget two (2) weeks prior to said meeting. The incoming officers are to review the budget, to submit changes and to approve it.

B. Financial Control -  Accounting for the finances of the College shall conform in general to the recommended practices of the American Institute of Certified Public Accountants. The Vice President of Finance shall submit monthly statements of account to the Board.

C. Expenditures -  Expenditures shall be handled by the Vice President of Finance except as otherwise provided in the Constitution or documented herein. Individual Board members have the authority to expend money in the execution of their specific job responsibilities in accordance with the approved budget for each Board member. Expenditures by individual Board members must not exceed their individual approved budgets, except with the approval of the Board of Directors.

D. Check Signature Authority
  1. The College shall maintain two money accounts. One account shall hold the savings of the College. The second account shall be for the purpose of check writing and expenditures. The second account shall maintain a maximum balance approved by the Board. The Vice President of Finance shall have the authority to write checks up to the balance of the second account. Transfers from the first account to the second account shall require the approval of both the Vice President of Finance and the President of the College.
  2. A detailed financial transaction log will be maintained by the Vice President of Finance and will be made available to any Board member or PMI on request.

Article IV - Publications:

A. Business Meetings -  The Vice President of Communications will produce and maintain meeting minutes, which will document meeting proceedings, action items, attendance and meeting schedule information. Distribution of minutes will be to all Board members, with requests for further distribution considered on a case-by-case basis and only if made in writing to the Vice President of Communications.

B. Newsletter -  A newsletter will be published semi-annually (minimum) in support of the objectives of the College and PMI. The editorial policies of the publication will be directed by the Board of Directors and implemented by the Vice President of Publicity.

C. Library -  A Library will be established to serve the membership. Responsibility for the Library will belong to the Vice President of Education and Training.

D. Articles & Technical Presentations -  A compilation of member and/or guest speaker technical articles and oral presentations presented at meetings and/or seminar/symposia will be collected by the Vice President of Programs for inclusion in the Library. The Vice President of Communications will coordinate the publication of a directory of materials available in the Library.

E. Other Publications & Distributions -  Other recurring or one-time publications intended for distribution to the membership will be authorized by the Board of Directors.

Article V - Nomination of Officers:

A.   The Chairman, with the majority approval of the Board of Directors, shall appoint members of the Nominating Committee who shall be members of PMI and the College in good standing. The Nominating Committee shall be chaired by the Chairman or a member in good standing appointed by the President if the Chairman is not available. Nomination of officers will be made by the Nominating Committee. Nominations may also be made by petition of 100 members in good standing submitted a month prior to the Annual Board Meeting. No member of the Nominating Committee shall be included in the slate of nominees prepared by this Committee.

B.   The Nominating Committee shall set criteria for selection of nominees, which shall include the following:

1.  Willingness to devote time and effort as an officer of the College.

2.  Sufficient length of membership with PMI.

3.  Project management experience.

4.  Personal attributes.

5.  Nominees for President shall have served on the Board of Directors

C.   The Nominating Committee shall present its recommendation at the meeting that precedes the Annual Business Meeting and prepare an election ballot for distribution prior to the Annual Business Meeting. The Nominating Committee shall also be responsible for overseeing the administration of the election process and reporting on the results to the existing Board of Directors for implementation and turnover of responsibilities.

Article VI - Amendments:

  Amendments to the Bylaws may be made only by the Board of Directors. The membership may petition the Board of Directors at a Board meeting to consider amendments approved by greater than 50 percent vote of the Members. The Board of Directors will then review and vote on the petition at the next regularly held Board meeting with the results communicated to the membership by the next regularly scheduled Board meeting. All amendments must be consistent with PMI's Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with the College's Charter with PMI.