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PMI Automation Systems SIG (potential)

Proposed By-laws for Review and Comment by Members

 1 Jan 2001

Automation Systems SIG By-laws  

Article I - Name

This organization shall be called the Project Management Institute Automation Systems Specific Interest Group (hereinafter called the "AutomationSIG"). Project Management Institute is a non-profit professional association incorporated as a 501 (c) (6) and dedicated to advancing the state-of-the-art in project management.

Article II - Purposes

Section A. Purpose
The fields of automation systems have not traditionally been recognized within Project Management and PMI. Automation Systems professionals have had no where to turn to share best practices and gain information within PMI. In addition, Project Managers have had no support in relating to their Automation Systems colleagues.  The Automation Systems SIG is dedicated to opening channels of communication with traditional project managers, spreading the techniques of Project management to the Automation Systems profession, and sharing information between professionals in the field.

Section B. Vision
To establish strong project management understanding and excellence between the professions of automation systems
and project management while endeavoring to establish project management as a methodology of planning and
implementing initiatives within the professions of the automation systems industry.

Section C. Mission
To develop a formal channel of communication and sharing within the Project Management profession and reach out
to those who are in the automation systems industry, but have not been introduced to Project Management.

Section D. Goals

1. Provide state-of-the-art information about Project Management techniques in Automation Systems.
2. Establish a forum of communication between Project Staff and Automation Systems professionals.
3. Further the Project Management profession within Automation Systems through disseminating information about the benefits of Project Management.

Section E. Objectives

1. Provide publications aimed at exchanging state-of-the-art practices and lessons learned.
2. Improve networking opportunities by utilizing all available media.
3. Offer educational opportunities to improve the use and understanding of Project Management techniques.
4. Offer opportunities for all members to gain valuable leadership skills.

Section F. Specific Goals, Objectives, Programs, Project Activities

1. The AutomationSIG Board shall establish specific goals, objectives, programs, projects and activities of the AutomationSIG on an annual basis with focus on satisfying the needs of the AutomationSIG membership.

Policy:
The AutomationSIG will undertake any project, which can demonstrate fulfilling the needs of the membership that has minimal costs associated with it as long as all projects in aggregate do not exceed budgetary constraints. In the case of cost and the AutomationSIG's budgetary constraints, it will undertake those projects, which demonstrate the greatest benefit to the membership majority.

Procedure/Process
Throughout the year, the membership will be solicited as to what products, programs, and projects are desired through the AutomationSIG communication channels. Alternatively, members may submit written proposals for projects to the Board through any SIG officer. The Board will review and approve any activities for the business year as well as appoint a project manager for those projects that most benefit the majority of AutomationSIG members. Whenever possible, the process will be conducted where members can be present to participate in the process. The results of the review and approval process
will be communicated to the membership via the AutomationSIG's newsletter (via website) and other communication channels.

Section G. Authority and Rules
The AutomationSIG Board is the sole governing authority of the AutomationSIG and, as such, it is the Board's
responsibility to assure its rules and policies are established and carried out.

Section H. PMI's Constitution and By-laws
It is the responsibility of the AutomationSIG Board to monitor the PMI Constitution and By-laws to assure that the
AutomationSIG Constitution and By-laws remain in compliance.

Section I. AutomationSIG Constitution
It will be the responsibility of the Director & VP of Administration to retain and monitor the AutomationSIG Constitution.
Any suggested amendments from the Board or membership will be handled by this office.

Section J. Charter Continuation
It will be the responsibility of the Chairman ("Chair") to assure the activities surrounding renewal of the Charter are
carried out.

Section K. Dissolution
If dissolution becomes necessary, it will be the responsibility of the AutomationSIG Chair to assure the activities of the
dissolution are carried out.

Article III - Membership

Section A. Eligibility
For general information, see the Constitution.

Section B. Application Process
Upon notification from PMI-HQ of AutomationSIG application and/or renewal being received and processed with accompanying AutomationSIG dues, eligible members will be added to the AutomationSIG roster of members in good standing.

Section C. Good Standing
For general information, see the Constitution.

Section D. Classifications
The AutomationSIG has only one class of membership, regular member. All members have the same rights and privileges.

Section E. Resignation
In lieu of a member submitting written notice to resign, nonpayment of PMI or AutomationSIG dues will constitute a member's resignation. No refunds will be issued.

Section F. Suspension or Expulsion
For general information, see the Constitution.

Section G. Reinstatement
For general information, see the Constitution.

Article IV - Board of Directors

Section A. Composition and Authority

1. The Board is composed of elected (voting) and appointed (non-voting) officers of the SIG and works as a team to accomplish its work for the operations of the AutomationSIG.
   • Procedures/Process
     In lieu of any PMI Constitutional requirements the Board will meet each year immediately following the SIG's annual meeting to determine any supplemental structure for conducting business not covered in the Automation SIG Constitution and By-laws.
2. Personal Liability of Elected and Appointed Officers
   • General Rule - An elected or appointed officer as defined by the AutomationSIG By-laws shall not be personally liable, as such, for monetary damages for any action taken unless:
     • The elected or appointed officer has breached or failed to perform the duties of his/her office/position as defined by the By-laws.
     • The breach of failure to perform constitutes self-dealing, willful misconduct or recklessness.
3. Chair - responsible for overall operations of the AutomationSIG, including, but not limited to:
   • Setting and Conducting Board Meetings
   • Charter and Charter Renewal Packages
   • Automation Systems SIG Council representatives
   • Liaison with PMI and other professional societies
   • The Chair is responsible for ensuring that all State and Federal Anti-Trust laws are observed with respect to the AutomationSIG and its activities.
4. President - Responsible for the following activities of the Automation Systems SIG:
   • Establishing and maintaining financial records
   • Establishes and maintains budget(s)
   • Reports financial condition of AutomationSIG as requested by Chair
   • Liaison with PMI for financial purposes
   • Establish and/or maintain necessary reporting to the United States Internal Revenue Service (IRS) and other governmental tax boards, as appropriate and as required.
5. Director & Vice President of Administration - Responsible for the following administrative activities of the Automation Systems SIG:
   • Establishing and maintaining membership records
   • Maintaining membership roster and E-mail addresses
   • Validates members "in good standing"
   • Establishing and maintaining a AutomationSIG history file
   • Owner of Constitution and By-laws
   • Sets up Annual Business Meeting
   • Coordinates balloting, voting process
   • Records Board and Annual Business Meetings minutes as well as other special meetings of the Board
   • Liaison with PMI for membership and administrative purposes
6. Director & Vice President of Public Affairs - Responsible for overall marketing and public relations activities of the AutomationSIG including but not limited to:
   • Establishing and maintaining marketing program (including brochures)
   • Establishing and maintaining public relations program
   • Establishing and maintaining corporate sponsorships
   • Liaison with PMI for marketing and public relations purposes
   • Establishing and maintaining a newsletter (or other means for communicating with members such as Internet) on a quarterly basis
   • Assures communications of business issues to membership, PMI
     and other cooperating organizations
   • Liaison with PMI for communication purposes
7. Director & Vice President of Technical Advancement - Responsible for overall technical and professional development activities of the Automation Systems SIG including but not limited to:
   • Establishing and maintaining a professional development program (including Seminar/Symposium activities)
   • Establishing and maintaining a AutomationSIG projects list
   • Monitors individual project progress through each project manager and reports progress to Board
   • Liaison with PMI counterparts for project purposes
   • Liaison with PMI for professional development purposes
8. VP Region I - TBD by the Board
9. VP Region II - TBD by the Board
10. VP Region III - TBD by the Board
11. VP Region IV - TBD by the Board
12. VP Region V - TBD by the Board
13. VP Region VI - TBD by the Board
14. Other Positions - Other AutomationSIG officer positions will be appointed by the AutomationSIG Board, including, but not limited to:
    • Web Presence Director - Responsible for:
      • Maintaining the AutomationSIG web page at PMI.
      • Creating and maintaining E-mail Database (Listserv)
      • Communicating to the SIG on PMI web policies and procedures as defined by ISAC.
      • Liaison with PMI and its web master.
      • Assisting the Vice President of Public Affairs in his /her duties via this medium.
    • Symposium Director - Responsible for:
      • Managing the SIG's technical track at the annual PMI Seminar/Symposium through:
        • Issuing a call for papers allowing adequate time prior to each seminar/symposium.
        • Coordinating with each seminar/symposium project team, particularly the technical program manager.
        • Recruiting reviewers to assure quality presentations are prepared.
        • Introducing and facilitating presentation.
        • Assisting the Vice President of Technical Advancement in his/her duties via this medium.
    • Public Relations Director - Responsible for overall public relations activities of the AutomationSIG including, but limited to:
      • AutomationSIG relations as related to PMI chapters, SIGs, other professional organizations, colleges and universities.
      • Assisting the VP of Public Affairs in quarterly submissions to PMNET and PMI Bulletin and as directed.
      • Assisting the VP of Administration in effectively communicating with all parties in coordination with the VP of Public Affairs.

Section B. Voting

1. The Board will vote on all recommendations of other matters requiring approval in conducting business for the AutomationSIG. Each voting officer is expected to vote for or against an issue.
2. For voting to occur and be valid, a simple majority of elected officers must be present (or voting by proxy).
3. In the case of a tie, the Chair will cast the tie breaker vote.
   • Procedures/Process:
     An issue will be considered as approved based upon the majority of the attending quorum of officers voting "yes". Abstentions constitute a "no" vote.
     • In lieu of a voting officer being present to cast their vote, they may designate another Board member as their proxy.

Section C. Meetings

1. The Board will meet at least twice a year. Due to the probable geographic diversity of officer locations, the Board may elect to hold meetings via phone conference, e-mail, fax, or other communications means. Any action of such meeting shall be put forth in writing or verbally recorded by the Director & VP of Administration.
2. The membership will be invited to meet at the "annual business meeting" at least once a year.
3. There also may be cases where "special action" of the Board of Directors must take action where no meeting is required (hereafter "non-meeting"). The procedures that will be followed for the Board members to take action or vote on actions required are described below for three types of meetings.
   • The Board of Directors of the AutomationSIG may take "action" in one of three ways:
     • Annual/Special Meeting
     • Telecommunications (Conference Calls)
     • Non-meeting (E-mail, Fax, Chatroom)
   • Procedures/Process
     • All voting members of the Board will be notified that there will be a meeting of the Board on the specified date at least fifteen (15) days before the day named for the meeting. A notice of the meeting shall specify the place, day and hour of the meeting.
     • At the meeting, a quorum (6) Board members must be voting.
     • A majority of the quorum (at least 4) is necessary in order to approve/disapprove any motion/resolution put forth. All votes must be recorded by the Vice President of Administration of the Chair of the SIG in the Meeting minutes.

Section D. Annual Report

1. The Board shall report to the membership once a year at the Annual Business Meeting.
2. The Chair shall be responsible for submitting the Charter Renewal Package of the AutomationSIG to the PMI SIG Coordinator by the designated date.
3. The Director & Vice President of Public Affairs is responsible for communicating with the general membership before and after the Annual Business Meeting. The Annual Business Meeting scheduling and activities are the responsibility of the Director & Vice President of Administration.
   • Procedure/Process
     Reporting to the membership shall be done in conjunction with the Annual Business Meeting.

Section E. Annual Budget

1. The President is responsible for initiating, communicating, and maintaining the annual budget.
2. The Chair provides oversight of the budget throughout the year and can initial an outside audit of the books of the AutomationSIG with prior notification to the Board that this will occur.
3. The SIG annual budget for the upcoming year will be reviewed at the annual business meeting.

Section F. Questions
It is the policy of the AutomationSIG to answer all inquiries pertaining to the SIG. General membership and PMI inquiries shall be directed to the PMI Executive Office.

Article V - Elections and Tenure

Section A. Elections
Elections are held annually with the balloting process. Election results will be announced by newsletter (posted on website).

Election Timetable - in days "after" the Annual Meeting:

• Nominating Committee formed..................................0
• Nominating Committee presents Slate to Board........60
• Officer Slate announced to members........................60
  and Invitations for Self-nomination
• Self-nominations Due...............................................90
• Voting ballots sent to membership............................90
• Voting ballots due back to AutomationSIG.............120
• Ballot Count Concluded, Members Notified............130
  • Procedures/Process:
    The Chair is responsible for the balloting and voting process and recommends to the Board the process for the year. The Chair must communicate the annual procedure to the membership in the balloting package. The implementation of this requirement, once communicate to them, will be the responsibility of the Vice President of Administration for the implementation and the Vice President of Public Affairs for the communication of same.

Section B. Nominations

1. All AutomationSIG members in good standing are granted the privilege to vote and strongly encouraged to hold office.
2. The Board Chair appoints a nominating committee.

Section C. Office Vacancies
The Board Chair will appoint, with the approval of the Board, a replacement officer to serve out any remaining time of the resigning elected or appointed officer.

Section D. Tenure

1. All elected officers serve (3) years actively. The Chair and VP of Technical Advancement and VPs of Regin I and III shall initially serve three-year terms; the President, VP of Public Affairs and VPs of Region II and VI will initially serve two-year terms; and the VP of Administration and VPs of Region IV and V will initially serve one-year terms; thus assuring continuity in and of the SIG.
2. All appointed officers serve for one (1) year and are subject to re-appointment each year, normally within 30 days of the annual election results. Re-appointments are made by the new Board formed by the annual election.

Section E. Recall

1. The Board Chair receives for recall, notifies the Boards and conducts the meeting with a hearing involving the affected officer.
2. Elected officers may also be recalled by a majority vote of the Board of Directors of the SIG.
3. In the case the Board Chair being recalled, the President handles the request(s).

Article VI - Voting, Balloting

Section A. Voting and Balloting
The procedures and process shall mirror that of PMI Board's By-laws with the exception of any date-related procedures given in these By-laws.

Article VII - By-laws

Section A. By-laws Adoption and Maintenance
The Vice President of Administration is responsible for keeping and maintaining the By-laws. The Vice President of Public Affairs is responsible to ensure that the By-laws are communicated to the membership.

Article VIII - Amendments

Section A. Constitutional Amendments
The Vice President for Administration is responsible for keeping and maintaining the Constitution. Amendments will be handled at the Annual Business Meeting. Upon approval, the Amendment is sent in petition form by the AutomationSIG Chair to the PMI Board for review and approval/disapproval. The Vice President of Public Affairs is responsible to assure that any Constitutional amendments are communicated to the membership and to PMI.

Procedures/Process:
Any suggested amendments to the Constitution must be received ninety (90) days in advance of the AutomationSIG Annual Business Meeting to assure time for Board review and discussion as well as communication to the membership and can occur along with any other Annual Business Meeting agenda items. Amendments to the Constitution must be approved by a simple majority of the total AutomationSIG members returning their voting ballots by the prescribed deadline. Upon approval by the membership, the Board will then petition the PMI Board for approval of the Constitutional amendment in accordance with PMI Board policy. The Vice President of Public Affairs will then communicate back to the membership the results of the PMI Board action.

Section B. By-laws Amendments
The Vice President of Administration is responsible for keeping and maintaining the By-laws. Amendments can be made by a majority vote of the AutomationSIG Board.

Section C. Communication of Amendments
Upon approval, the Amendment(s) is/are communicated to the membership by the Vice President of Public Affairs.

Section D. Filing
Upon approval, an amended copy of the document is filed with PMI by the Vice President of Administration.

Article IX - Limitations

Section A. Standards of Conduct
All ethics violations will be reported to PMI's Ethics Committee for review and action if necessary.

Section B. Adherence to Governmental Bodies
The AutomationSIG is domiciled in the United States and, as such, is subject to US laws; however, all AutomationSIG activities shall abide by the laws of the respective locality, states, districts, provinces, and countries within which it operates, provided those laws do not conflict with US laws. When there is a conflict, US laws will prevail. For specifics, see the By-laws.

Article X - Financial

Section A. Fiscal Year
The fiscal year shall extend from January 1 to December 31 (Calendar Year).

Section B. Membership Dues
Membership dues will initially be set at $15. Any changes in the dues structure must be approved by the SIG Board and submitted to PMI's SIG Coordinator by designated date. The Vice President of Public Affairs will notify the membership through the appropriate channels.

Section C. Financial Control
The AutomationSIG shall set and arrange for the collection of dues as per PMI's centralized billing procedures. It is the responsibility of the President, the Vice President of Administration, and the Vice President of Public Affairs (the Fiscal Accountability Committee) to assure that all monies are channeled directly through PMI's Executive Office, which will deposit them into the AutomationSIG bank account. The AutomationSIG is responsible for its own financial and tax reporting as required by US and state law.

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