Policies & Bylaws

PMI North Saskatchewan Chapter Privacy Policy

PMI North Saskatchewan reserves the right to cancel an event due to low enrollment or other circumstances which would make the event non-viable. If PMI North Saskatchewan cancels an event, registrants will be provided a full refund. If a participant has to cancel their registration:

1. Cancellations will be accepted via phone or e-mail
2. Unless specifically stated on registration materials, the cancellation deadline is as follows: Lunch Meeting - 5:00 pm four (4) business days prior to the event
   Professional Development Event – 5:00 pm five (5) business days prior to the event
3. Cancellations received prior to the cancellation deadline will be eligible to receive a full refund, less an administration fee of up to $25, in the manner listed below. The participant also has the option of transferring the registration to another person, or applying the credit to a future PMI North Saskatchewan event, without incurring the $25 administration fee.
4. Refund of a registration paid by a personal or corporate credit card will be handled as follows: If the registration has not been processed, the registration request will be cancelled. If the registration has been processed, the credit card account used for the original registration will be credited for the registration amount, less a $25 administration fee, within 30 days of the event.
5. Refund of a registration paid by personal or corporate cheque will be handled as follows:If the cheque has not been processed, the cheque will be voided and returned to sender.
   If the cheque has been processed, a refund cheque will be mailed, less a $25 administration fee, within 30 days of the event Cancellations received after the stated cancellation deadline will not be eligible for a refund. After the deadline, the chapter has purchased a non-refundable meal and/or printed materials on your behalf. The participant has the option of transferring the registration to another person, without incurring a cancellation fee.

Section 1. This organization shall be called the Project Management Institute, North Saskatchewan Chapter (hereinafter “PMI-NSC”). PMI-NSC is a Chapter chartered by the Project Management Institute, Inc. (hereinafter “PMI”) and is separately incorporated as a non-profit, tax-exempt corporation (or equivalent) organized under the laws of the Province of Saskatchewan, Canada.

Section 2. PMI-NSC shall meet all legal requirements in the jurisdiction(s) in which PMI-NSC conducts business or is incorporated/registered.

Section 3. Principal Office; Other Offices.
The principal office of the Chapter shall be in Saskatoon in the Province of Saskatchewan, Canada. PMI-NSC may have other offices such as Branch offices as designated by PMI-NSC’s Board.

Section 1. PMI-NSC is responsible to the duly elected PMI Board of Directors and is subject to all PMI policies, procedures, rules and directives lawfully adopted.

Section 2. The Bylaws of PMI-NSC may not conflict with the current PMI Bylaws and all policies, procedures, rules or directives established or authorized by PMI as well as with the PMI-NSC’s Charter with PMI.

Section 3. The terms of the Charter executed between PMI-NSC and PMI, 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, PMI-NSC shall be governed by and adhere to the terms of the Charter.

Section 1. Purpose of PMI-NSC.

A. General Purpose. The Chapter has been founded as non-profit, tax-exempt corporation (or equivalent) chartered by PMI, and is dedicated to advancing the practice, science, and profession of project management in a conscious and proactive manner.

B. Specific Purposes. Consistent with the terms of the Charter executed between PMI-NSC and PMI, and these Bylaws, the purposes of PMI-NSC shall include the following:
a) To foster professionalism in the management of project programs and portfolios.
b) To contribute to the quality and scope of project management in alignment with PMI's programs and strategic goals. The Board shall approve the initiation of new programs or initiatives, including their funding and resource allocation, in accordance with approved policies and procedures.
c) To stimulate appropriate global application of project management for the benefit of the general public.
d) To provide a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and others interested and involved in project management.
e) To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.

Section 2.Limitations of PMI-NSC.

A. General Limitations. The purposes and activities of PMI-NSC shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with PMI-NSC Articles of Incorporation.

B. The membership database and listings provided by PMI to PMI-NSC may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of PMI-NSC, consistent with PMI policies and all applicable laws and regulations, including but not limited to those laws and regulations pertaining to privacy and use of personal information.

C. The Board members of PMI-NSC shall be solely accountable for the planning and operations of the Chapter and shall perform their duties in accordance with the Chapter’s governing documents; its Charter Agreement; PMI’s Bylaws, policies, practices, procedures, and rules; and applicable law.

Section 1. General Membership Provisions.

A. Membership in PMI-NSC requires membership in PMI. PMI-NSC shall not accept as members any individuals who have not been accepted as PMI members.

Membership in PMI and PMI-NSC 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, gender, marital status, national origin, religion, or physical or mental disability.

B. Members shall be governed by and abide by the PMI Bylaws and by the Bylaws of PMI-NSC and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.

C. All members shall pay the required PMI and PMI-NSC membership dues to PMI and in the event that a member resigns or their membership is revoked for just cause, membership dues shall not be refunded by PMI or PMI-NSC.

D. Membership in PMI-NSC shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.

E. Members who fail to pay the required dues when due for a period of one (1) month shall be delinquent and their names removed from the official membership list of PMI-NSC. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI and PMI-NSC, to PMI, within such one month delinquent period.

F. Upon termination of membership in PMI-NSC, the member shall forfeit all rights and privileges of membership.

G. All members in good standing shall have full voting rights and privileges and may hold office on the chapter’s Board of Directors.

Section 2. Classes and Categories of Members. PMI-NSC shall not create

its own membership categories. PMI Chapter membership categories shall be consistent with PMI membership categories.

Section 1. PMI-NSC 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 (Board members) of PMI-NSC elected (with the exception of the Immediate Past-President) by the PMI-NSC membership and shall be members in good standing of PMI and of PMI-NSC. Terms of office for the Board members shall be 2 years, limited to 2 consecutive terms in the same position, and no more than 4 consecutive terms (i.e., 8 years) on the Board in general. This limitation of duration applies to elected terms only; appointments mid-term do not apply. PMI-NSC will endeavor to stagger Board positions so that half are elected each year. Upon the election of a new President, the previous term’s President will be automatically appointed to the Immediate Past-President position.

Section 3. The President shall be the chief executive officer for PMI-NSC and of the Board, and shall perform such duties as are customary for presiding Board members, including making all required appointments with the approval of the Board. The President shall be responsible for the development and regular review of, and adherence to the PMI-NSC Strategic Plan. The President shall also serve as a member ex-officio with the right to participate and vote on all committees.

Section 4. The President-elect shall oversee the operations of PMI-NSC and shall be responsible for the administration and oversight of PMI-NSC policies and Bylaws. Additionally, the President-elect shall preside over meetings of the Board in the absence of the President.

Section 5. The Secretary is a non-voting position on the Board, appointed by the Board. The Secretary shall keep the records of all business meetings of PMI-NSC and meetings of the Board.

Section 6. The Vice President of Finance shall oversee the management of funds for duly authorized purposes of PMI-NSC and conducting due diligence of all contracts entered into on behalf of PMI-NSC.

Section 7. The Vice-President of Professional Development is responsible for the development and delivery of programs, publications, and events relating to the project management profession and PMI certification. The content of these programs is to be consistent and in accordance with the objectives of PMI-NSC and with approval of the Board.

Section 8. The Vice-President of Marketing shall be responsible for all communications, promotion, outreach, and sponsorship.

Section 9. The Vice-President of Member Services shall be responsible for PMI-NSC membership administration, member recruitment and retention, member onboarding, and member recognition.

Section 10. The Vice-President of Volunteers shall be responsible for the identification, recruitment, onboarding, and regular recognition of volunteers in support of PMI-NSC activities.

Section 11. The Immediate Past-President is a non-voting Board member for the two-year term immediately following their successful completion of their full term(s) as President, and shall act as an advisor to the Board and other duties as appointed by the Board.

Section 12. The Board shall exercise all powers of PMI-NSC, 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-NSC business and funds.

Section 13. 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 14. The Board may declare a Board member position to be vacant where a Board member ceases to be a member in good standing of PMI or of PMI-NSC by reason of non-payment of dues, or where the Board member fails to attend two (2) consecutive Board meetings. A Board member 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 15: A Board member 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 16: If any Board position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. The appointed Board member shall have voting rights on the Board. The appointed Board member may serve a full elected term(s) as stipulated in Article V, Section 2.

Section 17: In the event the President is unable or unwilling to complete the current term of office, the President-elect shall assume the duties and office of the President for the remainder of the term. The Board may call for a special election by the chapter’s membership to fill the vacant President position.

Section 1. The nomination and election to Board positions 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 PMI-NSC shall have the right to vote in Board position elections. 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.

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 PMI policies, practices, procedures, rules and directives, no funds or resources of PMI or PMI-NSC may be used to support the election of any candidate or group of candidates for PMI, 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.

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 and shall report to the Board regularly according to the charter established for that committee. Committee members shall be appointed from the membership of the organization. PMI-NSC Board members can serve on the PMI-NSC Committees, unless it specifically is restricted by these Bylaws. Committees shall be dissolved by Board resolution according to Board policy.

Section 2. All committee members and a chairperson for each committee shall be appointed by the appropriate Board member.

Section 3. Chapter operational volunteers including functional directors shall be appointed by the appropriate Board member.

Section 1. The fiscal year of PMI-NSC shall be from 1 January to 31 December.

Section 2. PMI-NSC annual membership dues shall be set by the Chapter’s Board and communicated to PMI in accordance with policies and procedures established by PMI.

Section 3. The PMI-NSC Board shall establish policies and procedures to govern the management of its finances and shall submit required tax and other statutory filings to appropriate government authorities.

Section 4. All dues billings, dues collections and dues disbursements shall be performed by PMI.

Section 1. An annual meeting of the membership shall be held at a date and location 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 at least 15 days in advance of themeeting 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 PMI-NSC shall be five percent (5%) of the voting membership in good standing, present and in person (on site or virtual).

Section 4. All meetings shall be conducted according to parliamentary procedures determined by the Board.
Section 5. The Chapter shall record and distribute minutes of membership meetings in accordance with timelines and accessibility as outlined in Board-approved policies.

Section 1. No member of PMI-NSC shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of PMI-NSC, except as otherwise provided in these Bylaws.

Section 2. No Board member, appointed committee member or authorized representative of PMI-NSC shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by PMI-NSC of actual and reasonable expenses incurred by a Board member, committee member or authorized representative regarding attendance at Board meetings and other approved activities.

Section 3. PMI-NSC may engage in contracts or transactions with members, Board members, appointed committee members or authorized representatives of PMI-NSC and any corporation, partnership, association or other organization in which one or more of PMI-NSC Board members, appointed committee members or authorized representatives are Board members, 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 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 Board members who do not have an interest in the transaction or contract;

C. the contract or transaction is fair to PMI-NSC and complies with the laws and regulations of the applicable jurisdiction in which PMI-NSC is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the board.

Section 4.All Board members, appointed committee members, and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which PMI-NSC enters, or may enter, into contracts, agreements, or any other business transactions. Such disclosures shall be made in writing to the Board and maintained in the Chapter's records. Affected individuals shall refrain from voting on, or influencing the consideration of, such matters.
Section 5. All Board members, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which PMI-NSC has entered, or may enter, into contracts, agreements or any other business

Section 1. In the event that any person who is or was a Board member, committee member, or authorized representative of PMI-NSC , acting in good faith and in a manner reasonably believed to be in the best interests of PMI-NSC , 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, PMI-NSC may purchase and maintain liability insurance on behalf of any person who is or was a Board member, employee, trustee, agent or authorized representative of PMI-NSC, or is or was serving at the request of PMI-NSC as a Board member, employee, trustee, agent or representative of another corporation, domestic or foreign, nonprofit or for-profit, partnership, joint venture, trust or other enterprise.

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 or special meeting of PMI-NSC duly called; 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 PMI’s Bylaws and the policies, procedures, rules and directives established by the PMI Board of Directors, as well as with PMI-NSC’s Charter with PMI.

Section 1. In the event that PMI-NSC or its Board members fail to act according to these Bylaws, its policies or all PMI policies, procedures, and rules outlined in the charter agreement, PMI has a right to revoke the PMI-NSC Charter and require the chapter to seek dissolution.

Section 2. In the event PMI-NSC failed to deliver value to its members as outlined in PMI-NSC’S business plan and without mitigated circumstance, the Chapter acknowledges that PMI has a right to revoke the Chapter Charter and require the chapter to seek dissolution.

Section 3. In the event PMI-NSC is considering dissolving, the PMI-NSC Board must notify PMI in writing and follow the chapter dissolution procedure as defined in PMI’s policy.

Section 4. Should PMI-NSC 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 or the PMI dissolution procedure, dissolution of the PMI-NSC entity must be approved by a majority of the members voting on the motion to dissolve.

Section 6. In the event of Chapter dissolution, the Chapter's assets shall be dispersed to a charitable organization designated by a majority vote of the membership participating in the vote. Prior to the vote, members shall have the opportunity to propose and discuss potential recipient organizations. After the vote, the assets shall be distributed to the chosen organization, following the settlement of any just, reasonable, and supported debts, and in compliance with applicable legal requirements.