PMI Thailand Chapter Bylaws | Chapter Governance

Chapter Bylaws

Regulations of the Project Management Institute Association Thailand Chapter.

Article I — General

Section 1 — Name

The name of the Association shall be “สมาคมสถาบันบริหารโครงการ แชพเตอร์ ประเทศไทย”, abbreviated as “สมาคมพีเอ็มไอ แชพเตอร์ ประเทศไทย”, referred to in English as “Project Management Institute Association Thailand Chapter” and abbreviated as “PMI Association Thailand Chapter”.

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

Section 2 — Symbol

The symbol of the Association consists of a square on the left containing a Thai design representing Thailand, alongside the English letters PMI on the right as the Association’s abbreviation. Below the symbol appears the full name of the Association in both Thai and English.

Section 3 — Principal Office

The principal office of the Association shall be located at 200/05 Narathiwat Ratchanakarin Road, Chongnonsi, Yannawa, Bangkok 10120, Thailand.

Section 4 — Definitions

In these Regulations:

4.1 — “Association” means the Project Management Institute Association Thailand Chapter.
4.2 — “Board of Directors” means the board of directors of the Association.
4.3 — “Charter Agreement” means the Charter Agreement entered into between PMI Association Thailand Chapter and PMI®.
4.4 — “Laws” means the Civil and Commercial Code and other applicable Thai laws and regulations governing the Association.
4.5 — “PMI®” means Project Management Institute, Inc., a non-profit organisation incorporated under the laws of the United States.
4.6 — “Regulations” means the regulations of the Association.

Section 5 — Objectives

The Association operates in accordance with the bylaws, policies, and rules of PMI® and the terms of the Charter Agreement, pursuing the following objectives:

5.1 Advance the practice, science, and profession of project management.
5.2 Foster professionalism in the management of projects.
5.3 Contribute to the quality and scope of project management.
5.4 Stimulate appropriate global applications of project management for the benefit of the general public.
5.5 Provide a recognised forum for the free exchange of ideas, applications, and solutions among project management practitioners.
5.6 Promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
5.7 Collaborate with the Thai government and business community to promote the profession.
5.8 Collaborate with the Thai university system to promote the teaching of project management principles.
5.9 Cooperate with other non-profit organisations for the benefit of the general public.
5.10 Affiliate with organisations — Thai or foreign — that share similar objectives, and cooperate with or accept assistance from them.

Article II — Membership

Section 6 — Membership Classes

There are two classes of members:

6.1 Ordinary Members — individuals of legal age who are interested in project management.
6.2 Extraordinary Members — students enrolled full-time in a degree-granting programme at a college or university with U.S. accreditation or a global equivalent.

Section 7 — Qualifications

7.1 Membership in the Association requires active membership in PMI®. Applicants must first register at www.pmi.org.
7.2 Membership is voluntary and open to any eligible person without regard to race, creed, colour, age, sex, marital status, national origin, religion, or physical or mental disability.
7.3 Members shall maintain good overall conduct.

Section 8 — Annual Membership Fee

8.1 Ordinary Members shall pay an annual membership fee of THB 812, or such other amount as the Board of Directors may determine from time to time.
8.2 Extraordinary Members shall pay an annual membership fee of THB 812, or such other amount as the Board of Directors may determine from time to time.

Section 9 — Non-Refundable Fees

Members shall pay the annual membership fee to the Association. If a member resigns or is dismissed, the annual membership fee is non-refundable.

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

Section 10 — Start of Membership

Membership begins on the date the applicant pays the annual membership fee.

Section 11 — Termination

Membership terminates upon the occurrence of any of the following:

11.1 Death of a member.
11.2 Resignation submitted in writing to the Board of Directors, with all debts to the Association settled.
11.3 Failure to pay the annual membership fee within the required period.
11.4 Disqualification under Section 7.
11.5 A resolution of a General Meeting or the Board of Directors to remove the member’s name due to disgraceful conduct.

Section 12 — Rights and Duties

12.1 Equal rights to access the Association’s premises.
12.2 The right to comment on the operations of the Association to the Board of Directors.
12.3 The right to receive services from the Association’s activities.
12.4 The right to attend General Meetings.
12.5 The right to vote, and to be voted or appointed as a director. Each voting member has one (1) vote on any question requiring a vote.
12.6 The right to request the Board of Directors to examine documents and assets of the Association.
12.7 Subject to Section 36, not less than ten percent (10%) of Members may request the Board to convene an Extraordinary General Meeting.
12.8 Members shall comply with these Regulations and the policies and rules of PMI®. Internal rules and directives shall be announced by the Board of Directors from time to time.
12.9 Members’ behaviour should reflect those who are honoured to be part of the Association.
12.10 Members shall cooperate with 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 — Board of Directors

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

The Board shall consist of not fewer than five (5) and not more than twelve (12) directors, elected from the Ordinary Members at the General Meeting. The steering committee founders comprised the first Board of Directors from the registration date until the first elections.

The Board shall include the following officer roles:

President — Chief Executive Officer and Chairman of the Board, presiding over Board meetings and General Meetings and making required appointments with Board approval.
Executive Vice President — acts on behalf of the President in his/her absence, works closely with the President, assists all other directors, and keeps records of all Association meetings.
Financial Vice President — administers funds and financial transactions, handles assets, and keeps the books ready for audit.
Membership Vice President — maintains the membership database and coordinates with the Financial Vice President on annual fees.
Secretary — oversees and coordinates meetings and events, serves as chief of other officers, executes the President’s orders, and serves as secretary of General Meetings.

At least two directors of the first Board shall serve a one-year term, and the remaining directors of the first Board shall serve a two-year term, as determined at the first Annual General Meeting. All subsequent directors serve two-year terms. No director may serve more than two (2) consecutive terms in the same position, or more than five (5) consecutive terms on the Board overall. A retiring director is eligible for re-election after a one-year lapse from the Board.

Sections 14 – 16 — Transitions

Section 14. When a director has completed his/her term and a successor has not yet been registered with the government authority, the retiring director shall continue to manage the Association to the extent necessary until the new director is registered.

Section 15. Once a new director is registered, the retiring director shall hand over his/her responsibilities through a transition meeting within seven (7) days of registration.

Section 16. The immediate Past President shall have an advisory role only, with no voting rights, to share experience and knowledge for the benefit of the Association.

Sections 17 – 18 — Committees

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

Section 19 — Chairing Meetings

The President shall chair Board meetings and serve as an ex-officio voting member of all committees except the Nominating Committee. In the President’s absence, the Executive Vice President shall chair. If neither is available, the remaining directors shall elect one of their number to serve as chairman of the meeting.

Section 20 — Voting

Each Board member shall attend in person, shall be entitled to one (1) vote, and may take part and vote only in person. Questions shall be decided by majority vote unless these Regulations specify otherwise. In case of a tie, the Chairman has a casting vote. The Board may conduct business by teleconference or other legally acceptable means.

Section 21 — Vacancies

The Board shall declare a director’s position vacant if the director ceases to qualify as a member in good standing (Section 7) or fails to attend two (2) consecutive Board meetings. A director may resign by submitting written notice to the President or Membership Vice President, to be approved by the Board.

Section 22 — Removal

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

Section 23 — Filling Vacant Positions

If a director position becomes vacant, the Board may appoint a successor for the unexpired term. If the President is unable or unwilling to complete the term, the Executive Vice President assumes the duties for the remainder. The Board may call a special election to fill a vacant position.

A newly appointed director assumes the duties for the remaining term of the resigning director. A newly elected director takes office on the date his/her appointment is registered with the relevant authority.

Sections 24 – 25 — Nominating Committee

A Nominating Committee of three (3) individuals selected by the Board shall recruit qualified candidates for director elections at the Annual General Meeting. No current Board member may serve on the Nominating Committee, and no current Nominating Committee member shall appear on the committee’s own slate of nominees.

The Nominating Committee shall prepare a slate of candidates and confirm the eligibility and willingness of each. Candidates may also be nominated through the petition process established by the Nominating Committee or the Board. Elections shall be conducted during the Annual General Meeting.

Section 26 — Taking Office

Newly elected directors 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.

Sections 27 – 28 — Independence and Indemnification

Section 27. All directors, committee members, and authorised representatives shall act in an independent manner consistent with their obligations to the Association, these Regulations, and the Laws, regardless of any other affiliations.

Section 28. A director, committee member, or authorised representative who acts in good faith and in a manner reasonably believed to be in the Association’s best interest may be indemnified against reasonable expenses and liabilities — including attorney fees, judgments, fines, and settlement amounts — to the fullest extent permitted by law. Where the representative has successfully defended the action, indemnification is mandatory.

Sections 29 – 30 — Compensation

Section 29. Members shall have no right to receive money or other benefits from the Association, except as otherwise provided in these Regulations or the Association’s rules and directives.

Section 30. Directors, committee members, and authorised representatives shall have no right to receive compensation or other benefits from their duties, but shall be entitled to reimbursement of actual and reasonable expenses incurred in the course of their duties.

Article IV — Meetings

Section 31 — Types of Meetings

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

31.1 The Annual General Meeting; and
31.2 Extraordinary General Meetings.

Section 32 — Annual General Meeting

The Annual General Meeting shall be held at least once per fiscal year. The Board of Directors determines the date, time, and place.

Section 33 — Minimum Business

The following items shall be covered at the Annual General Meeting:

Review of annual operating results.
Review of annual financial activities, transactions, and balance sheets from the last fiscal year.
Election of the Board of Directors when the term of a Board member expires.
Appointment of the auditor.
Other matters, if any.

Section 34 — Extraordinary General Meetings

Extraordinary General Meetings may be called by the President, a majority of the Board of Directors, or by petition of at least ten percent (10%) of the total number of Members. If the Board does not call the meeting within thirty (30) days of the petition, the petitioning members — or others together comprising at least ten percent (10%) of Members — may call the meeting themselves.

Section 35 — Notice

Notice of General Meetings shall be sent by the Board to all members on the Association’s register:

Annual General Meeting: at least thirty (30) days in advance.
Extraordinary General Meeting: at least seven (7) days in advance.

Notices shall specify the place, date, time, and agenda of the meeting, along with any information or documents needed for consideration of each item. Action at the meeting shall be limited to the agenda items contained in the notice.

Section 36 — Quorum

A quorum at each General Meeting shall be not less than five percent (5%) of Members present in person. If a quorum is not reached within one (1) hour of the appointed time:

If the meeting was called by petition of Members, it shall be dissolved.
Otherwise, the meeting shall be adjourned to the next meeting, to be held within fourteen (14) days; the adjourned meeting requires no quorum.

Each Member has one (1) vote. Unless otherwise specified, resolutions require a two-thirds (2/3) vote of Members present in person, and a quorum is required to vote.

Section 37 — Chairing

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

Article V — Finance

Section 38 — Fiscal Year

The fiscal year of the Association shall run from 1 January to 31 December. The Board shall prepare a balance sheet and profit-and-loss statement at least once in every twelve (12) months, to be examined by the auditor and presented to the Annual General Meeting for approval.

Section 39 — Signatories

All Association invoices, bills, and cheques must be signed by the President, the Financial Vice President, or a director authorised by the Board of Directors.

Section 40 — Payment Authority

The Board of Directors may authorise payments on behalf of the Association up to an amount not exceeding THB 2,000,000. Payments above this threshold require approval by a General Meeting of the Association’s members.

Section 41 — Books and Records

The Secretary shall keep accurate and complete books and records of assets, bank accounts, receipts, and expenditures, signed by the President (or authorised representative) together with the Secretary (or authorised representative), bearing the Association’s seal at all times.

Sections 42 – 44 — Auditor

Section 42. An auditor shall be appointed at the Annual General Meeting. The auditor must be a certified accountant and shall not be a director of the Association, nor shall the auditor have governing or voting rights.

Section 43. The auditor has authority to request documents relating to finances and assets and to invite directors for inquiry into accounts and assets.

Section 44. The Board shall cooperate with the auditor upon request.

Section 45 — Financial Governance

The Board of Directors shall establish policies and procedures governing the management of the Association’s finances and shall submit all required tax filings to the appropriate government authorities.

Article VI — Amendments and Dissolution

Section 46 — Amendments

These Regulations may be amended by at least a two-thirds (2/3) vote of the Members present at the Annual General Meeting. Amendments must be registered with the government authority within fourteen (14) days of resolution and take effect upon registration.

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

Section 47 — Consistency

Amendments to these Regulations shall be consistent with the Laws and aligned with the bylaws, rules, and policies of PMI®, including the Charter Agreement, to the extent not contrary to the Laws.

Section 48 — Dissolution

The Association shall be dissolved upon:

48.1 A dissolution resolution passed in a General Meeting by not less than a three-fourths (3/4) vote of Members attending.
48.2 The Association becoming bankrupt.
48.3 Its name being struck off the register by the Registrar or by court order under the Laws.

Sections 49 – 50 — Dissolution Procedures

Section 49. In the event of dissolution, the Board shall follow the procedures required by the Laws and notify PMI® in writing.

Section 50. Should the Association dissolve, its remaining assets — after payment of all just, reasonable, and supported debts — shall be dispersed exclusively to a charitable organisation designated by the voting members, consistent with the 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 where these Regulations are silent.

Section 52. The Association operates neither for profit-sharing among its members or directors, nor for sharing profit with any other person. It operates for its own purposes.

Section 53. These Regulations are enforced from the date the Association was registered as a legal entity.

Signed: ............................................................ President

Signed: ............................................................ Regulations Preparer