PMI New Brunswick Chapter

PMI New Brunswick Chapter Constitution and By-laws

2. PMI New Brunswick Chapter

In support of the Project Management Institute (PMI®), which has a defined purpose of dedication to advancing the state-of-the-art in the management of projects, Project Management Institute New Brunswick Chapter Inc. commits to the following:

VISION PMI-NB is recognized and respected as the organization dedicated to serving the professional, business and educational communities of New Brunswick through the advancement and improvement of project management.

3. MISSION PMI-NB will advance the practice and science of project management through networking with other professionals, sharing project experiences, providing and receiving training, and supporting the members in their certification efforts.

4. OBJECTIVES The Objectives of the PMI-NB are set forth in the Purpose section following.

5. Constitution

6. Article I - Name: This organization shall be called the Project Management Institute New Brunswick Chapter Inc. (hereinafter "PMI-NB", "PMI-NB Chapter" or "Chapter"). This organization is a local Chapter chartered by the Project Management Institute Incorporated® (hereinafter "PMI®"), and separately incorporated as a not-for-profit tax-exempt corporation organized under the laws of New Brunswick.

7. Article II - International PMI® By-laws and Purposes: One of the Chapter's principles is to give strong support to the purposes of PMI®. If the By-laws of PMI® are amended, PMI-NB will act to amend their Constitution and/or By-laws accordingly.

8. Article III - Area of Operation: The primary area of operation of the Chapter includes, but is not limited to New Brunswick, Canada.

9. Article IV - Chapter Objectives: The Chapter objectives are set forth in the "Purpose" section of the PMI-NB By-laws.

10. Article V - Membership: Eligibility for membership shall be as provided by the By-laws of PMI® and the PMI-NB By-laws.

1 PMI New Brunswick Chapter Constitution and By-laws

11. Article VI - Chapter Board of Directors: The PMI-NB Board of Directors shall consist of elected officers as outlined in the Policy Guide with the responsibilities as therein established.

12. Article VII - Chapter Executive: The PMI-NB Executive shall consist of elected officers as outlined in Structure section of the PMI-NB By-laws with the responsibilities as therein established and as further defined in the Policy Guide.

13. Article VIII - Financial: Financial control shall be as set forth in the Finance section of the By-laws.

14. Article IX - Amendments: Amendments to this Constitution may be made only by the Executive using the procedure described in Amendments section of the By-laws. All Constitution and By-laws amendments must be submitted to PMI® for review.

15. Article X - Limitations: No member of the Chapter shall receive any pecuniary gain or profit, incidental or otherwise, from its activities, except that PMI-NB shall be authorized to pay reasonable compensation for services rendered and make payments in furtherance of the purposes set forth in this Article. The Chapter shall not carry on any activity not permitted to be carried on by any federal, provincial, or state statue, in Canada or the U.S.A.

16. Chapter By-laws

17. Contents Name Purpose Structure Operations Responsibilities Finance Membership Dues & Fees Meetings Inurement and Conflict of Interest Liability Amendments Dissolution Enactment

18. Article I: Name 19. The name of this component is Project Management Institute New Brunswick Chapter Inc., abbreviated as "PMI-NB", "PMINB" and "PMI NB". PMI-NB is incorporated as a not- for-profit tax-exempt corporation organized under the laws of New Brunswick Canada (NB), for the purposes set forth herein. 20. PMI-NB is an autonomous local chapter chartered by the Project Management Institute Inc. (hereafter referred to a "PMI®"). PMI® is a non-profit professional association incorporated in the Commonwealth of Pennsylvania, USA, and is dedicated to advancing the state-of-the-art in project management. 21. The principal office for PMI-NB shall be in New Brunswick Canada but it will be virtual in that it will periodically rotate between locations in New Brunswick, moving to a new city as required by the Executive. 22. The principal mailing address and street address will initially be set to be the address convenient to the VP Finance and Administration, and will be amended if necessary each time a new VP Finance and Administration takes office.

The initial address will be:

PMI-NB, 10 Knowledge Park, Fredericton, NB E3C 2M7 Fax: (506) 458-5059.

23. The By-laws of the PMI-NB Chapter may not conflict with PMI's By-laws nor with any of their policies, procedures or rules of order, established by the PMI® Board of Directors, as well as the Chapter’s charter with PMI®. 24. The terms of the Charter executed between PMI-NB and PMI®, including all restrictions and prohibitions, shall take precedence over these By-laws and other authority granted hereunder.

25. Article II: Purpose 1. The general purpose of PMI-NB is consistent with PMI®, being to advance the practice and science of project management by: a. Fostering professionalism in the management of projects. b. Contributing to the quality and scope of project management. c. Stimulating appropriate global application of project management for the benefit of the general public. d. Founding a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among PMI members, and others interested and involved with project management. e. Identify and promote fundamentals of project management and advance the body of knowledge for managing projects successfully. f. Collaborate with universities, other institutions, and corporate entities to encourage appropriate education and career development at all levels of project management activities. g. Provide a guiding influence in academic and industrial research in the field of project management.

h. Seek and foster international cooperation and contacts with other organizations, both public and private, which relate to project management and to collaborate in matters of common interest and benefit. i. Identify, develop, foster, and maintain professional practice, ethics, credentialing, and accreditation standards and principles.

Specifically the purposes of PMI-NB are as follows: 1. Establish provincial [New Brunswick] anchor point for a PMI Chapter that is not tied to particular city in New Brunswick, allowing for information sharing, networking, experiences learned, and events situated in regional cluster areas. 2. Collaborate with PMI components and other project management related associations to better serve local PMI-NB members in both official languages (English and/or French) according to the demand from members in good standing. 3. Educate NB senior management from private and public administration about benefits of good project management and related disciplines, best practices, and other professional practices. 4. Promote PMI certification through study groups, as well as other related project management skill development services, and furthermore provide libraries of project management resource materials available to PMI-NB members in good standing on a sign-out basis. 5. Collaborate with local educational institutions or entities to encourage project management related career development through application of the Project Management Body of Knowledge (PMBOK), including negotiating and influencing the accreditation and recognition of the PMP® certification. 6. Positively contribute to global project management practices and industry by allowing local PMI-NB members to further their individual self-actualization through presentations, seminar participation, writing, facilitation, training, ethics practices, credentialing, and other professional practices.

26. Article III: Structure 1. Governance shall consist of: a. Members, collectively known as the Membership, who have an expectation to transparency and good management of the Chapter. b. The Board of Directors who provide the leadership and support to achieve strategic and operational objectives. Individual members of the Board of Directors are referred to as Directors. The number and roles of Directors are established in the Policy Guide. c. The Executive shall carry out the operations and duties established in these By-laws. They shall be responsible to provide governance, establish policy, maintain management control; and supervision of PMI-NB for the provision of products and services to the membership. Executive Members are also Directors. d. Signing Officers who have the authority to enter contracts and other agreements. The Signing Officers are Executive Members. 27. Directors shall carry out the operations of PMI-NB without purpose of monetary gain for themselves, nor for their members, and any profits or other accretions to the

organization shall be used solely to promote the objectives set forth in the Purpose section of these By-laws. 28. The number of Executive shall include seven (7) members; with the following composition: 1. President / Chair 2. President-Elect 3. Past-President (established only after first year since incorporation) 4. Vice-President Finance 5. Vice-President of Service Deliver 6. Vice-President of Communications 7. Vice-President of Strategy 29. The Signing Officers of the corporation will be the President/Chair, Vice-President Finance, President-Elect and Past-President. 30. Directors, except the President/Chair and Past-President, may be nominated in writing, by email or facsimile by any member (including Directors). The call for nominations shall be made to the membership sixty (60) days before the election. 31. The President/Chair position is succeeded by the President-Elect, while the immediate Past-President is succeeded by the President/Chair. 32. Electing of any Board Member (except President/Chair and Past-President as specified above) is done through voting on or before the Annual General Meeting or at a Special General Meeting, using the normal procedures outlined in the Operations and Meetings sections of these By-laws. 33. The President-Elect should have been a Board Member for at least the prior 12 months. 34. Election voting will be performed using electronic or ballot techniques on or before the Annual General Meeting, and the process will be managed by the Nominations Chair. 35. Certain Directors will be elected with specific duties assigned and others without specific duties according to the Policy Guide. The duties of all Directors not elected with specific duties, will be assigned as soon as feasible by a majority vote of the Executive, where a quorum exists. 36. The first exception to the above is the initial PMI-NB Board of Director designations necessary to successfully launch the organization, which will be the founding members as nominated and elected by the Organizing Committee, but will continue to be subject to the two consecutive year term referenced below. 1. The second exception to the above is a year when, for reasons accepted by the board by a majority vote and ratified at the AGM by a majority of the members in attendance, the transition of the Past-President, President/Chair and President-Elect is delayed for one year. For the new Fiscal Year only, the transition will not take place and the Past-President, President/Chair and President-Elect will continue their current duties. Normal transition will resume after one year. 37. Directors may serve up to two consecutive years in the same elected position, with exception of the Past-President, President/Chair and President-Elect, whom shall each serve one year terms. Beginning in 2010, a non-retroactive term limit will take effect, limiting elected individuals to 8 consecutive elected years of service on the Board in general.

38. The Executive shall declare a Director position to be vacant where a Director ceases to be a member in good standing of PMI or of PMI-NB. 39. The Executive should declare a Director position to be vacant where a Director fails to attend three (3) consecutive Executive, Board, Committee and/or Membership meetings for which that Director should be in attendance. Alternatively, the Executive may reassign duties of such a Director to a position where meeting attendance is less required. 40. Vacant positions on the Board of Directors will be filled as interim appointments by the President/Chair subject to Executive approval. Interim appointments stand until such time as replacements have been nominated and elected by the membership. 41. All PMI-NB Directors shall be 19 years or older and have the power under law to enter into contracts under the terms of these By-laws. 42. Resignation of a Board Member should be in writing or email to the President or other designated representative of PMI-NB. Such resignation shall become effective upon receipt and subsequently cannot be withdrawn; note a new nomination application can be submitted anytime thereafter as defined above in this section in these By-laws. 43. Suspension or expulsion of a Board Member shall be pursuant to a fair process as defined by the Executive and requires a majority vote of the Executives. 44. Directors shall serve without remuneration for their services, except as reimbursements for direct, documented, expenses incurred on behalf of PMI-NB responsibilities, while respecting the principles outlined in the Finance section of these By-laws. 45. The Executive shall create any standing or special purpose committees it finds necessary to fulfill the mission of the chapter. The chair or at least one co-chair shall be a Board Member. Membership in good standing in PMI and PMI-NB is generally required to hold a position on a standing or special purpose committee. Exceptions may be made with approval of a Signing Officer. Duties, roles, responsibilities and authorities will be established on a committee by committee basis and will be under the supervision and authority of the Board Member who is co-chairing the committee.

46. Article IV: Operations 1. The affairs and operations of PMI-NB shall be governed by these By-laws through an Executive and a Board of Directors according to the responsibilities outlined in the Responsibilities section of these By-laws and as further described in the Policy Guide. 47. The Executive shall have the authority, responsibility and accountability to develop, establish, approve, and enforce policies and procedures necessary to implement and continue the operation of PMI-NB as set out in these By-laws. Such policies and procedures shall be documented in the Policy Guide. A current copy of the Policy Guide shall be available to all members. 48. Where there is a discrepancy between these By-laws and other documents, the procedures specified in these By-laws shall prevail, subject to the laws and acts of New Brunswick and Canada. 49. Executive decisions, including voting, are normally conducted during regular Executive Meetings as described in the Meetings section of these By-laws. 50. A Quorum for a PMI-NB Executive meeting that permits voting shall be constituted by the presence of four (4) or 1/2 (rounded up), whichever is less, of the members of the

Executive, either in person, through an electronic “virtual” presence, temporarily appointed representative or proxy. Each Executive Member must be a member of PMI- NB in good standing. An Executive Member may appoint a Director to represent them at a meeting. An Executive Member may alternatively proxy another Executive member to represent them. Such appointment or proxy shall be communicated by email or facsimile. Such appointment or proxy may at the discretion of the Executive Member include instructions on how to vote on any agenda item. 51. Voting on PMI-NB affairs and operations must be done at a regular Executive, Board of Directors, Annual General, or Special General Meetings, where a quorum (as defined above) is present. An affirmative result is achieved through a 51% majority YES response of those present who are eligible to vote. 52. Voting on other matters not relating to the board operation or affairs of PMI-NB is open to all PMI-NB members in good standing. Such matters of general PMI-NB membership interest will include electing future Directors and may include: approving educational program content and providers, approving seminars and similar events, approving PMP study groups and workshops along with other issues presented to general membership by the board.

53. Article V: Responsibilities The general responsibilities of the Executive are described below. Specific responsibilities of Directors are as described in the Policy Guide.

54. President/Chair: 1. The President/Chair shall have prime responsibility for the ongoing operations of the Chapter; shall preside over all Executive, Board and General meetings; and shall direct the activities of the Executive and Board of Directors toward Chapter goals and objectives. 2. In the temporary absence or incapacity of the President/Chair, the President/Chair’s duties shall be assumed by another member of the Executive. 3. In the event that the President/Chair is unable to complete his/her term, the President/Chair position is to be offered to the Past-President for the remainder of the term. If the Past-President is unable to fulfill this position, the President-Elect assumes this roll.

55. Past-President 1. The Past-President shall provide overall quality assurance, ensuring the continuity of the Chapter's vision, mission, and objectives. 56. Chair the nominations committee. Preside over and ensure fairness of nominations, elections and changes to the Constitution and By-laws. 57. Assist the President and be a coach and supporter for all Directors.

58. President-Elect 1. Move immediately into President/Chair position upon its vacancy without further nomination or voting approvals. 59. Assist the President in carrying out his/her duties.

60. Vice-President Finance 1. The Treasurer shall have charge and custody of all receipts, funds, bank accounts, financial records, contracts, technical infrastructure, and formal records of the Chapter (especially the Chapter’s Constitution, By-laws and Policy Guide). 2. Ensure proper financial, administrative and technical planning, operations and reporting whether to the Board, PMI® or government agencies.

61. Vice-President of Communications 1. The Vice-President of Communications is responsible for the timely and effective dissemination of information to and from the membership, public, organizations, etc. 62. Ensure sustained growth of the chapter through relationships and communications with members, employers, educational providers, government, other PMI components and complementary organizations. 63. Responsible for the development and maintenance of the sponsorship model.

64. Vice-President of Service Delivery 1. The Vice-President of Service Delivery is responsible for the effective management of all developed and mature member services.

65. Vice-President of Strategy 1. The Vice-President of Strategy is responsible for the development and achievement of the chapter strategy. Most strategic initiatives will be run as projects and managed through the Vice-President of Strategy as part of a portfolio of projects.

66. Article VI: Finance 1. No part of the net earnings of PMI-NB shall inure to the benefit of, or be distributed to, the Directors, or other persons, excepting reasonable compensation for services rendered and after approval by the board. 67. The fiscal year shall be from January 1 to December 31, inclusively. 68. The budget is approved and managed by the Executive. 69. A budget showing anticipated revenue and expenses for the upcoming fiscal year will be submitted to the Membership on or before the AGM by the Vice-President Finance; the accounting shall be in the form of actual expenditures reported relative to planned budget amounts 70. The accounting practices shall conform to GAAP as outlined by the most current published edition of the Canadian Institute of Chartered Accounts Handbook. 71. The financial records and status of PMI-NB shall be reviewed annually by someone who is not a Board Member and has a recognized accounting designation, whereupon the results shall be presented to the membership at the AGM by the Treasurer. 72. All transactions requiring a negotiable instrument or a promise to pay (such as a contract or loan), must be consented to by at least two (2) Signing Officers and authorized in writing and/or signed by a Signing Officer.

73. The Executive shall delegate two (2) Directors in addition to the Vice-President of Finance who have the authority to sign cheques and execute bank transactions. Each cheque and bank transaction requires two (2) such authorizations. 74. Detailed financial records, financial statements, budgets, and supporting documents will be maintained by the Vice-President Finance and be made available for supervised inspection by any member or officer of the law.

75. Article VII: Membership 1. Membership in this organization shall be open to any person interested in furthering the purposes of PMI-NB, without regard to race, creed, color, age, sex, marriage status, national origin, religion, physical nor mental disability. 76. An applicant may apply to become a member by submitting an application to PMI. An applicant shall become a member of PMI-NB upon subsequent approval from PMI, along with the receipt of dues by PMI. 77. A member in good standing is a PMI-NB member approved by PMI, with all required Chapter dues paid to PMI, and is not: suspended, expelled, or terminated by the PMI-NB Board, and has not resigned. 78. Members shall be governed by and abide by both PMI-NB Chapter By-laws and PMI By- laws, as well as obey all policies, procedures, rules and orders lawfully made there under. 79. After the first year of membership, a member in good standing may renew membership by simply re-applying to PMI. 80. PMI-NB adheres to the membership classes as set forth by PMI and therefore recognizes the class for a new member as determined by PMI. 81. Membership rights are defined as the opportunity to vote on PMI-NB matters (and PMI where applicable), and to hold elected or appointed office, in accordance with the procedures defined in the Operations section of these By-laws. 82. Termination of membership is activated by failing to pay all applicable dues, fees, and assessments, as determined by PMI and PMI-NB. 83. Termination, resignation or expulsion of membership results in loss of tenure, seniority or similar benefits. 84. Suspension will not in itself result in loss of tenure, seniority or similar benefits. 85. The PMI-NB Board of Directors reserves the right to suspend, expulse, or terminate members according to the procedures outlined in the Policy Guide. 86. The membership database and listing provided by PMI may be used by PMI-NB, upon authorization by the membership, only for advertising or solicitation in connection with the authorized business of the PMI-NB Chapter. This list may not be used for commercial purposes which are not related to the business of the PMI-NB Chapter.

87. Article VIII: Dues and Fees 1. PMI-NB will adhere to PMI's assessment and determination of membership dues, fees, and assessments; PMI will forward all collected fees due to PMI-NB in a timely manner. 88. PMI-NB board will advise PMI of the required PMI-NB Chapter annual membership dues according to the policies and procedures documented by PMI.

89. All dues, fees, and assessments are considered due in advance of or on the annual renewal date; non payment will result in termination of membership as outlined in the Membership section of these By-laws. 90. PMI-NB members may also apply to PMI for membership in other 'components' such as special interest groups, and this shall be administered directly by PMI, consistent with the application and renewal process outlined in the Membership section of these By- laws. 91. All billing and invoicing of membership dues, fees, and assessments shall be administered by PMI except for fees associated with events managed by PMI-NB such as local seminars, events, study groups, and so on.

92. Article IX: Meetings 1. A Quorum and Voting are defined in the Operations Section. 93. There are three types of meetings that may be held by PMI-NB where voting is permitted: 1. Executive Meeting 2. Board of Directors Meeting 3. General Meeting such as the Annual General Meeting (AGM) or Special General Meeting (SGM). There are also Committee meetings, and Events. 94. The AGM is to be held annually on a date, time and place agreed to by the Executive; it will be open to all PMI-NB members in good standing, and be in a location reasonably accessible to the membership. Normally it will rotate between the locals of the clusters of membership (initially Fredericton, Moncton and Saint John). 95. Notification to all PMI-NB members will be made at least 30 days prior to the AGM, and the agenda for the AGM, including information on all issues, will be published (made available to all members via electronic and/or printed copy) at least 30 days prior to the meeting. 96. Voting at the AGM is open to all PMI-NB members in good standing and a quorum must exist. 97. PMI-NB Board of Directors shall give membership reasonable opportunity to express their views and ask questions. 98. Executive Meetings are set by mutual Executive Member consent. A Quorum must exist for the meeting to be official and to vote on any issue. Normally these will be held monthly to conduct the normal management of the Chapter. Voting at Executive Meetings is open to Executive Members only. 99. Board of Directors meetings are set by mutual Director consent. A Quorum must exist for the meeting to be official and to vote on any issue. Normally these will be held once or twice per year and will address strategy and planning. Voting at Board of Directors meetings are open to Directors only. 100. Members may also request to make a brief presentation to the Executive or Board on any issue which they feel affects the Membership. 101. SGMs may be called as necessary by the Executive on a date, time and place agreed to by the Executive.

102. SGMs are open to all PMI-NB members in good standing and voting at SGMs is open to all PMI-NB members in good standing and a quorum must exist. 103. Notice of a SGM must be advertised at least thirty (30) days in advance, and is called either by an affirmative vote of the Executive or by a petition of 10% of the PMI-NB membership (to any Signing Officer), and should be held within 30 days of receipt of a petition. 104. A designated Director shall record the voting results and distribute the results with the minutes of the meeting within a reasonable amount of time, which must be done before the next meeting. 105. A designated Signing Officer shall set the date, time, and place of any meeting (AGM, SGM, Executive or Board of Directors), and distribute the notice with agenda in accordance with the stipulations outlined above in this section. 106. AGMs, SGMs, Executive, and Board of Directors meetings shall proceed according to good meeting practices.

107. Article X - Inurement and Conflict of Interest 1. No officer, director, appointed committee member or authorized representative of PMI- NB shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the 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. 2. PMI-NB may engage in contracts or transactions with members, elected officers or Directors, appointed committee members or authorized representatives of Chapter and any corporation, partnership, association or other organization in which one or more of 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:  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;  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;  the contract or transaction is fair to PMI NB Chapter and complies with the laws and regulations of the applicable jurisdiction in which Chapter is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the board of directors. 3. All officers, directors, appointed committee members and authorized representatives of the Chapter shall act in an independent manner consistent with their obligations to the PMI NB Chapter and applicable law, regardless of any other affiliations, memberships, or positions. 4. 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 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.

108. Article XI: Liability 1. Representation. No one outside the Board of Directors may act or represent this organization unless expressly authorized in writing or email by a Signing Officer in good standing. 109. Indemnification. In the event that any person who is or was a Director, Officer, employee, trustee, authorized representative, or agent of the this organization, acting in good faith and in a manner he or she reasonably believed to be in the best interests of PMI-NB, has been made party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding by reason of being a representative, whether civil, criminal, administrative, or investigative (other than an action or proceeding by or in the right of this 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. Where the representative was successful in defending the action, indemnification is mandatory. 110. Determination of Proper Indemnification. 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 By-laws. 111. Indemnification Not Exclusive of Other Rights/Court Determinations. The indemnification provided under this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these By-laws, any agreement, vote of disinterested Directors, or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding office, and any such indemnification shall continue as to a person who has ceased to be a Director, Officer, employee, trustee, authorized representative, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person. 112. Effect of Court Determinations. Indemnification made pursuant to this section shall not be made in any case where the act, or failure to act, giving rise to the claim for indemnification is determined by a court to have constituted wilful misconduct or recklessness. 113. Notice. Whenever notice is required to members of PMI-NB in these By-laws, the notice may be given in any reasonable method provided by law, to the fixed or electronic address last known to be valid for the member including the application of any change of address requests. 114. Severability. If any portion of these By-laws is found to be invalid or inoperable, then in as far as is reasonable, the remainder of these By-laws shall be valid and enforceable. 115. 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 PMI-NB 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.

116. Article XII: Amendments 1. Proposed changes to these By-laws may be submitted to the Executive by any member of PMI-NB in writing or email at least 60 days before the next AGM and if necessary the issuer or Executive may request a SGM to table changes; the resolution and voting, if necessary, will be done in likewise fashion at the next Executive Meeting and the resolution thereof communicated back to the issuer. 117. All Amendments to this Constitution and By-laws MUST be ratified by an affirmative result by the membership at the next AGM, or a SGM, called for that process, where a quorum exists. 118. Voting, notice and meeting procedures are to be followed as defined in the Meeting section of these By-laws. 119. The effective date of the amendment shall be the date and time ratified by the membership. 120. Amendments shall be made by the designated Officer and forwarded to PMI in a reasonable time frame. 121. All amendments must be consistent with PMI’s By-laws and the policies, procedures, rules and directives established by the PMI Executive, as well as with the PMI-NB’s Charter with PMI.

122. Article XIII: Dissolution 123. Upon dissolution of PMI-NB, in accordance with applicable provincial or other law, and after paying or making provisions for the payment of all liabilities, the Board of Directors shall dispose of all assets of the organization in a manner consistent with any relevant legal requirements concerning its tax exempt and not-for-profit status, and exclusively to one or more not-for-profit organizations having similar aims, purposes, or objectives, which may be selected as an appropriate recipient(s) of certain assets, so long as such receiving organization(s) shall then qualify as an organization(s) exempt from federal or provincial income taxation.

124. Article XIV: Enactment 125. PMI-NB shall operate as a not-for-profit tax-exempt corporation organized under the laws of New Brunswick Canada for the purposes set forth herein, and therefore the Board of Directors wish to accept these By-laws by unanimous affirmative vote. 126. IN WITNESS WHEREOF the proper officers of PMI-NB be and are hereby authorized to execute all other documents and do all other acts and procedures as necessary and desirable to carry into effect these By-laws as set forth herein.

Amendments Enacted on ______, by the Executive Officers of the PMI-NB Board of Directors. ______Keith Douglass, President/Chair ______John Robichaud, Treasurer/Secretary ______Glayn Lewis, Director Programs & Strategy

REVISION LOG Version Purpose Author Date 0.1 After legal opinion, PMI-NB Organizing Committee review. Ken Strang 1999/10/27 0.2 Changes from 1999/11/04 OC meeting; post Ralph's web. Ken Strang 1999/11/31 0.3 Define address; another legal opinion; post Ralph's web. Ken Strang 1999/12/06 0.4 Extensively changed: V Responsibilities, IX Meetings; Keith Douglas 1999/12/10 moderately changed: VII Membership, XI Amendments. and Ken Strang 0.5 Applied PMI-HQ suggested revisions: add "Chapter" to PMI-NB Ken Strang 2000/02/19 official name; minor wording changes and clarifications; add new items: PMI-NB not to conflict with PMI-HQ, use of membership lists in Section 7 Membership. 0.6 PMI-HQ changes: V-Responsibilities.Director_Membership (4) Ken Strang 2000/03/22 delete “forward membership appliations…”; IV-Structure (14) change “who must be a member of a PMI Component “ to “ who must be a PMI and PMI NB Chapter member” and (15) change from “shall be residents of New Brunswick, Canada, shall be 19 years or older, shall have landed immigrant or citizenship status and have the power under law to enter into contracts under the terms of these By-lawsBy-laws” to “shall be PMI members”; VI- Finance (5) change “audited” to “reviewed”. 0.7 Last PMI-HQ change: V-Responsibilities Director_Membership Ken Strang 2000/03/31 (15) remove “shall be residents of New Brunswick, Canada” and remove “shall have landed immigrant or citizenship status“. 0.8 PMI-HQ requested changes (via email dated today) due to new Ken Strang 2000/04/27 By-laws template; pages impacted: 1,2,4,15 and 22. 0.8a Changed two words to our vision to form present perfect tense, Ken Strang 2000/11/23 re PMI-NB Board of Directors meeting Nov 23, 2000. 0.8b Changes recommended at Feb 12/2001 Board of Director’s Ken Strang and 2001/02/21 meeting: allowing electronic voting, deleting reference to Keith Douglass Director Certification, and a few minor typing errors. 1.0 edit 9 Changes recommended at June 25/2001 Board of Director’s Ken Strang 2001/09/01 meeting: revision of Director titles and roles, vacant clause. 1.0 r 1 Changes recommended at February 22 Board of Director’s Keith Douglass 2003/02/27 Strategic meeting including:  Identification and documentation of committees such as the Local Event Committees  Identification and documentation of the Directors Responsible for Local Event Committees  Re-align the role of Director-at-Large with the LEC and Directors Responsible for the LECs  Moving date of the Annual General Meeting to between April 15 and May 15  Sundry housekeeping (wordsmithing / formatting) 1.0 r 2  Update diagram of the structure in Article IV: Structure Keith Douglass 2003/02/28  Changes “Elections Process” suggested by the current Nominating Chair (Article IV:Structure, items 7 & 8) 1.0 r 3 Revisions requested by PMI-HQ (mostly wording / terminology) Keith Douglass 2003/03/13 2.0 Updated Constitution and By-laws as accepted by the Keith Douglass 2003/03/28 membership at the Annual General Meeting in Moncton, New Brunswick, Canada on March 28, 2003. 2.1 Addition of Paragraph 10.1 to Article IV Structure Keith Douglass 2009/06/04 3.0 Significant changes to restructure the board, allow for a smaller Gail Mitchell, 2010/02/11 executive to oversee regular operations and to reflect current Ann Hale and practices. Terry Nikkel