PMI Bangkok Thailand Bylaws – Project Management Institute Thailand Chapter

Article I – General

Section 1

The name of the association shall be called “สมาคมสถาบันบริหารโครงการ แชพเตอร์ ประเทศไทย”, abbreviated as “สมาคมพีเอ็มไอ แชพเตอร์ ประเทศไทย”, having been called in English “Project Management Institute Association Thailand Chapter”, abbreviated as “PMI Association Thailand Chapter”.

The Association is a member of Project Management Institute, Incorporation Inc.

Section 2

The symbol of the Association can be described that, on the left, there is a square in which contains Thai design representing Thailand; on the right, there is English alphabets PMI which is an abbreviation of Association; and below there is full name of Association in Thai and English as shown in the picture of the symbol of the Association below:

Section 3

The principal office of the Association shall be located at Loxley Building 102 Na Ranong Road, Klong Toey, Bangkok 10110.

Section 4

In these Regulations,

4.1 – “Association” means Project Management Institute Association Thailand Chapter.

4.2 – “Board of Directors” means board of directors of the Association;

4.3 – “Charter Agreement” means the Charter Agreement to be entered by and between PMI Association Thailand Chapter and PMI®;

4.4 – “Laws” means Civil and Commercial Code including other applicable Thai laws and regulations governing the Association;

4.5 – “PMI®” means Project Management Institute, Incorporation Inc. which is non-profit organization incorporated under the laws of United States;

4.6 – “Regulations” means the regulations of the Association.

Section 5

The Association shall operate correspondingly and harmoniously in accordance with bylaws, policies, rules of PMI® and the terms of the Charter Agreement with the following objectives (“Objectives”):

5.1 – To advance the practice, science, and profession of project management for members, and other persons interested and involved in project management;

5.2 – To foster professionalism in the management of projects;

5.3 – To contribute to the quality and scope of project management;

5.4 – To stimulate appropriate global applications of project management for the benefit of the general public;

5.5 – To provide a recognized forum for the free exchange of ideas, applications, and solutions to project management issues among its members, and other persons interested and involved in project management;

5.6 – To promote the fundamentals of project management and advance the body of knowledge for managing projects successfully;

5.7 – To collaborate with the Thai government and business community to promote the project management profession;

5.8 – To collaborate with the Thai university system to promote the teaching of project management principles;

5.9 – To cooperate with other non-profit organizations for the benefit of the general public; and

5.10 – To be members of another entity or organization that has the same or similar Objectives as well as to liaise, cooperate with, and accept any assistance from, including to doing any acts in relation thereto, with any organization, either Thai or foreign, having the same or similar Objectives with regard to the operations of the Association.

Article II – Membership

Section 6

There are two classes and categories of members as follows:

6.1 – Ordinary Members i.e. individual person(s) who are of legal age and are interested in project management (“Ordinary Members”); and

6.2 – Extraordinary Members i.e. student(s) enrolled full-time in a degree-granting program at a college or university that has U.S. accreditation or global equivalent (“Extraordinary Members”).

Section 7

Members are required to have the following qualifications:

7.1 – Membership in this Association requires membership in PMI®. The Association shall not accept any individuals as members who have not been accepted as PMI® members. In order to register to be a member of the Association, the applicant must apply for membership on website of PMI®, www.PMI.org;

7.2 – Membership in this Association 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, sex, marital status, national origin, religion, or physical or mental disability; and

7.3 – Members shall have good overall conduct.

Section 8

Annual membership fee

8.1 – Ordinary Member shall pay the annual membership fee in the amount of Baht 812 or in another amount as later determined and announced by the Board of Directors from time to time.

8.2 – Extraordinary Member shall pay the annual membership fee in the amount of Baht 812 or in another amount as later determined and announced by the Board of Directors from time to time.

Section 9

All members shall pay the Association’s annual membership fee and in the event that a member resigns or is dismissed, the annual membership fee shall not be refunded.

Members who fail to pay the required fee within thirty (30) days from the due date shall be deemed delinquent and their names removed from the members’ register of the Association. A delinquent member may be reinstated by payment in full of the unpaid fee within thirty (30) days from the delinquent period.

Section 10

The membership of the applicant will start from the date that the applicant has paid the annual membership fee.

Section 11

Membership shall be terminated upon the occurrence of any of the following causes:

11.1 – Death of a member;

11.2 – The member resigns by submitting a letter in writing to the Board of Directors, provided that the resigning member must pay all debts owed to the Association;

11.3 – The member fails to pay annual membership fee within the period of time required;

11.4 – The member is disqualified (refer to Section 7); or

11.5 – A general meeting of the Association or the Board of Directors’ meeting resolves to remove the member’s name from the members’ register due to the disgraceful conduct of the member.

Section 12

Rights and Duties of Members

12.1 – Members shall have equal rights to access the Association’s premises.

12.2 – Members shall have rights to comment on the operations of the Association to the Board of Directors

12.3 – Members shall have rights to receive services from the activities of the Association.

12.4 – Members shall have rights to attend general meetings of the Association.

12.5 – Members shall have rights to vote or be voted or appointed as directors of the Association. Each voting member shall be entitled to one (1) vote on any question requiring a vote of the members of the Association.

12.6 – Members shall have rights to request the Board of Directors to examine the documents and assets of the Association.

12.7 – Subject to Section 36, Members shall have rights (at least ten (10) percent of the total number of the Members) to request to the Board of Directors to convene an Extraordinary General Meeting of the Association’s members.

12.8 – Members shall strictly abide by these Regulations as well as policies, and rules of PMI®. Internal rules and directives of the Association related thereto shall be announced from time to time by the Board of Directors.

12.9 – Members’ behavior should reflect those who are honored to be part of the Association.

12.10 – Members shall cooperate and support the activities of the Association.

12.11 – Members shall participate in the activities of the Association.

12.12 – Members shall help promote the Association.

Article III – Operational Activities

Section 13

The Association shall be operated by the Board of Directors. The Board of Directors shall be responsible for carrying out the Objectives of the Association

The Board of Directors shall consist of five (5) directors and not more than twelve (12) directors elected from the Ordinary Member by the general meeting of Association. Once the Association has been registered, the steering committee founders will comprise of the membership of the first Board of Directors starting from the registration date until new elections. The Board of Directors shall also serve in the following positions:

(i) One (1) President shall be the Chief Executive Officer for the Association and the Chairman of the Board of Directors, and shall perform such duties as are customary for presiding over Board of Directors’ meetings and General Meetings of members, including making all required appointments with the approval of the Board of Directors.

(ii) One (1) Executive Vice President shall act on behalf of the President in his/her absence or vacancy and shall work closely with the President in the execution of his/her duties and assist all other directors as required and shall keep the records of all meetings of the Association’s members and meetings of the Board of Directors.

(iii) One (1) Financial Vice President shall administer the funds, financial transactions, handle assets of the Association and have the books and accounts of the Association ready for audit.

(iv) One (1) Membership Vice President shall maintain and update the membership database of the Association and coordinate with the Financial Vice President in charge of annual membership fee.

(v) One (1) Secretary shall oversee and coordinate all meetings and events of the Association, and shall be the chief of other officers in the affairs of the Association towards executing the President’s orders. The Secretary shall also serve as secretary of the general meetings of the Association’s members.

At least two directors of the first Board of Directors formed following the establishment of the Association shall be in the office for one (1) year, and the other directors of the first Board of Directors shall be in the office for two (2) years. The determination of the terms of the directors as aforesaid shall be made by the first Annual General Meeting of members. All directors appointed after the first Annual General Meeting shall be in the office for two (2) years. All directors shall not serve as a director of the Association for more than two (2) consecutive terms in the same position and not more than five (5) consecutive terms on the board in general. Subject to the aforesaid, a retiring director is eligible for re-election after a one (1) year lapse from the Board.

Section 14

When a director has completed his/her term and a new director has not yet been registered with the government authority, the said retiring director shall look over the management of the Association to the extent necessary until the new director is registered.

Section 15

When a new director has been registered, the retiring director shall pass his/her work to the new director through a transition meeting within seven (7) days from the date the new director has been officially registered with the government authority.

Section 16

The immediate past President shall have only an advisory role as it would help in sharing the experience and knowledge in handling the Association’s matters for the general benefit of the Association. He/she shall have no voting rights as part of the Board of Directors’ meetings.

Section 17

The Board of Directors may establish committees to work on particular matters.

Section 18

The Board of Directors may establish committees to work on particular matters.

Section 19

The President shall chair the Board of Director’s meeting and serve as a member ex-officio with the right to vote on all committees except the Nominating Committee. The Executive Vice President shall chair the meeting if the President is unable to attend the meetings or unable to perform the duties. In case neither the President nor the Executive Vice President is able to attend or perform their duty, the remaining directors shall elect one (1) of the directors to serve as chairman of the meeting.

Section 20

Each member of the Board of Directors shall attend the meeting in person and shall be entitled to one (1) vote and may take part and vote in person only. Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes unless the Regulations specify otherwise. In case of an equality of votes, the Chairman has a casting vote. At its discretion, the Board of Directors may conduct its business by teleconference or other legally acceptable means.

Section 21

The Board of Directors shall declare a director position to be vacant where a director ceases to be qualified as a member in good standing of the Association, referring to membership qualification as stipulated in Section 7, or where a director fails to attend two (2) consecutive Board of Directors’ meetings. A director may resign by submitting a written notice to the President or the Membership Vice President. Upon receiving the written notice, the Board of Directors shall approve the resignation.

Section 22

A director may be removed from office for any cause in connection with the affairs of the Association by a two-thirds (2/3) vote of the Members present and in person at a General Meeting of the Association’s members, or by a two-thirds (2/3) vote of the Board of Directors.

Section 23

If any director position becomes vacant, the Board of Directors may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. In the event the President is unable or unwilling to complete the current term of office, the Executive Vice President shall assume the duties for the remainder of the term. The Board of Directors may call for a special election by the Association’s members to fill the vacant position.

A candidate who is appointed as a new director in place of vacant position shall assume the duties for the remaining term of the resigning director. A candidate who is elected as a new director in place of the retired director shall take office on the date that his appointment has been registered with the relevant authority.

Section 24

A Nominating Committee shall consist of three (3) individuals selected by the Board of Directors to recruit qualified candidates to stand for director election in the Annual General Meeting of the Association’s members. No current Board of Directors may serve on the Nominating Committee. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.

Section 25

A Nominating Committee shall prepare a slate containing candidates for each director position and shall determine the eligibility and willingness of each candidate to stand for election. Candidates for director positions may also be nominated by the petition process established by the Nominating Committee or the Board of Directors. Elections shall be conducted during the Annual General Meeting of the Association’s members.

Section 26

Candidates who are elected as a new director shall take office on the first day of February following their election, and shall hold office for the duration of their terms or until their qualified successors have been elected.

Section 27

All directors, appointed committee members and authorized representatives of the Association shall act in an independent manner consistent with their obligations to the Association, Regulations and Laws, regardless of any other affiliations, memberships or positions.

Section 28

In the event that any person who is or was a director, committee member, or authorized representative of the Association, acting in good faith and in a manner reasonably believed to be in the best interests of the Association, 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 29

Members shall have no right to receive any money or other benefits from the Association, except as otherwise provided in these Regulations and/or the Association rules and directives announced thereunder.

Section 30

Directors, committee members and authorized representatives of the Association shall have no right to receive any compensation or other benefits derived from his/her duty on behalf of the Association. However, such directors, committee members or authorized representatives of the Association shall be entitled to reimbursement of any actual and reasonable payment made under his/her duty.

Article IV – Meetings

Section 31

General Meetings of the Association’s Members shall consist of:

31.1 – Annual General Meeting; and

31.2 – Extraordinary General Meetings.

Section 32

The Annual General Meeting shall be held at least once a year within every financial year. The Board of Directors will determine the date, time and place of the meeting.

Section 33

The minimal business items shall be covered during the Annual General Meeting:

(i) – Reviewing annual operating results;

(ii) – Reviewing annual financial activities, transactions, and balance sheets from the last fiscal year;

(iii) – The election of the Board of Directors when the term of a Board of Directors’ member expires;

(iv) – The appointment of the auditor; and

(v) – Other matters, if any.

Section 34

Extraordinary General Meetings of the Association’s members may be called by the President, or by a majority of the Board of Directors, or by petition of at least ten (10) percent of the total number of the Members. In case of petition for calling an Extraordinary General Meeting has been submitted, the Board of Directors shall call such Extraordinary General Meeting within thirty (30) days from the date of receipt of the petition. If the Extraordinary General Meeting is not called within such period of time, the members who have made the petition for calling such Extraordinary General Meeting or other Members of not less than ten (10) percent of the total number of the Members may call the said Extraordinary General Meeting by themselves.

Section 35

Notice of the General Meeting shall be sent by the Board of Directors to all members whose names appear in the members’ register of the Association. The notice calling for the Annual General Meeting must be sent at least thirty (30) days in advance of the meeting; and, the notice calling for the Extraordinary General Meeting must be sent at least seven (7) days in advance of the meeting. The notice must specify the place, the day and the time of the meeting as well as its agenda including the detailed information and/or documents necessary for consideration of the relevant agenda. Action at such meeting shall be limited to those agenda items contained in the notice of the meeting.

Section 36

A quorum at each General Meeting of the Association shall be not less than five (5) percent of the number of the Members present in persons. If within one (1) hour from the time appointed for a meeting, the quorum is not present, the meeting, if summoned upon the requisition of the members, shall be dissolved. If the General Meeting has not been summoned upon the requisition of the members, the meeting shall stand adjourned to the next meeting to be held within fourteen (14) days from the first meetings scheduled date. The adjourned meeting shall require no quorum.

In casting votes at a General Meeting, each Member shall have one (1) vote. Unless otherwise specified in these Regulations, all resolutions of the General Meeting shall be required to be passed by two-thirds (2/3) vote of the Members present in person at the meeting. The General Meeting shall require a quorum to vote.

Section 37

The President shall preside at every General Meeting. If the President is absent or is unable to attend the General Meeting, the meeting shall elect any director to be the chairman of the meeting. All meetings shall be conducted according to procedures determined by the Board of Directors in accordance with these Regulations and the Laws.

Article V – Finance

Section 38

The fiscal year of the Association shall be from 1 January to 31 December of each year. The Board of Directors shall cause a balance sheet and profits and losses of the Association to be made at least once in every twelve (12) months as of the end of each fiscal year. The balance sheet and profits and losses of the Association shall be examined by an auditor and shall be submitted to the Annual General Meeting of the members for approval.

Section 39

All Association’s invoices, bills, or cheques must be signed by the President or the Financial Vice President, or by a selected director as authorized by the Association’s Board of Directors.

Section 40

The Board of Directors has the authority to make a payment on behalf of the Association in an amount not exceeding Baht two million (2,000,000). If required to pay more than Baht two million (2,000,000), the payment must then be approved by a General Meeting of the Association’s members.

Section 41

The Secretary shall keep accurate and complete books and records of assets, bank accounts, all receipts and expenditures signed by the President or representative who works with the Secretary or representative along with the seal of the
Association at all times.

Section 42

An auditor must be appointed during the Annual General Meeting of the Association’s members. The auditor must not be a director of the Association and shall have no governing or voting rights. The auditor must be a certified accountant.

Section 43

The auditor has the authority to request documents related to finance and assets from the Board of Directors and to invite the directors of the Association for inquiry into the accounts and assets of the Association.

Section 44

The Board of Directors shall cooperate with the auditor upon request.

Section 45

The Board of Directors shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.

Article VI – Amendments and Dissolution

Section 46

These Regulations may be amended by at least a two-thirds (2/3) vote of the Members present at the Annual General Meeting of the Association’s members. Such amendments must be registered with the government authority within fourteen (14) days from the date of resolution and shall become effective after registration.

Amendments may be proposed by the Board of Directors on its own initiative, or upon petition by at least ten (10) percent of the total number of the Members addressed to the Board of Directors. All such proposed amendments shall be presented by the Board of Directors with or without recommendation.

Section 47

The amendment of the Regulations shall be consistent with the Laws and in line with all bylaws, rules and policies of PMI® including the Charter Agreement to the extent that they are not contrary to the Laws.

Section 48

The Association is dissolved:

48.1 – By a resolution to dissolve passed in a General Meeting of the Association’s members, with not less than a three-fourths (3/4) vote of the Members who attended the meeting.

48.2 – By the Association becoming bankrupt; or

48.3 – By having its name struck off the register by the Registrar or by court order, subject to the Laws.

Section 49

In the event the Association is considering dissolution, the Board of Directors shall abide by the dissolution procedures required by the Laws and must notify thereof to PMI® in writing.

Section 50

Should the Association dissolve for any reasons; its assets shall be dispersed exclusively to a charitable organization designated by the voting members after the payment of just, reasonable and supported debts, consistent with Laws.

Article VII – Other

Section 51

The Association shall meet all legal requirements in Thailand. The provisions of the Civil and Commercial Code shall apply to the Association when the Regulations are not defined.

Section 52

The Association shall operate neither for profit-sharing among its members and/or directors nor for sharing profit with any other person. It shall operate for the purposes of the Association itself.