Bylaws PMI Macedonia Chapter
Based on article 16 and 18 from the Law for organizations and foundations (Official gazette of Republic of Macedonia No.52/2010) the Assembly of the Organization for project management – PMI ® Chapter (FYROM) Macedonia (PMI Chapter (FYROM) Macedonia), on the session held on 02.09.2015 in Skopje, has brought the following:
THE ORGANIZATION FOR PROJECT MANAGAMENT – PMI® CHAPTER (FYROM) MACEDONIA
1 GENERAL TERMS
The Organization for project management – PMI Chapter (FYROM) Macedonia (later on referred as Organization) is voluntary, apolitical, and not for-profit organization established by physical person, established on indefinite time with basic goal of promotion of theoretical and practical principles for project management from all areas within the region of R.Macedonia, cooperation with other PMI® Chapters as well as support for professional education. The terms of this statute are in accordance to the politics, rules and procedures of PMI ® (Project Management Institute).
2 NAME AND HEAD OFFICE OF THE ORGANIZATION
The Name of the Organization is:” Organization for Project Management – PMI Chapter (FYROM) Macedonia” headquartered in Skopje, with address ————————————————–. The short-name for the Organization is: PMI ® Chapter (FYROM) Macedonia (PMI Chapter (FYROM) Macedonia). The Organization for project management PMI Chapter (FYROM) Macedonia is a legal entity that operates on the territory of Republic of Macedonia. For international communication the name of the Organization for project management – PMI ® Chapter (FYROM) Macedonia, as well as the short version, besides on Macedonian language, can be expressed in English language as well, PMI Chapter (FYROM) Macedonia.
3 GOALS OF THE ORGANIZATION
The basic goal of this Organization is promotion of theoretical and practical principles for managing of projects from all areas within the region of R.Macedonia, cooperation with others PMI® Chapters as well as a support for professional education, through: presentation and promotion of the theoretical and practical principles for managing the projects for different types of legal entities, support for continuous development within the project management subject, holding national and international meetings for professional education as well as sharing of experience from local and international organizations and private persons.
4 ACTIVITIES FOR ACHIEVEMENT OF THE GOALS OF THE ORGANIZATION
The Organization achieves its goals through:
- Activities of the members in the bodies and work bodies of the Organization;
- Giving initiatives and suggestions, by holding attitude concerning certain questions with regards to the goals of the Organization and their publishing;
- Encouragement of initiatives for additional trainings and promotion of educational programs;
- Publishing of books in the project management subject area;
- Advocacy and promotion of the interest of the profession, project management;
- Establishing and maintaining of cooperation with relevant institutions in the country and abroad.
5 DECISIONS ABOUT MEMBERSHIP IN THE ORGANIZATION
Member of the Organization can be any active member of PMI ®, that has paid his membership fee and that accepts the goals and articles of this Statute, irrelevant from his nationality or religious affiliation.
The membership can be obtained by visiting PMI’s market place and purchase the PMI membership card.
Any member can leave the Organization by submitting a written consent with 30 days of notice period. The membership in the Organization can be interrupted based on unpaid membership fees 30 days after its due date. Interrupted membership means interruption of all rights and obligation derived by this Statute. The membership can be interrupted due to disregard or disruption of the articles of this Statute, by transgress of the reputation of the Organization, or other reasons upon a decision made by a minimum of 3 members of the Management Board . Each member has right to demand an explanation of the reasons why a proposition for disruption of the membership has been made. In case of appeal, the final decision can be made by the General Assembly of Members of the Chapter Director.
6 RIGHTS, OBLIGATIONS AND RESPONSIBILITIES OF THE MEMBERS OF THE ASSOCIATION
The Member of the Organization has the following rights:
- To participate in the work of the Organization;
- To elect and to be elected in the bodies of the Organization;
- To be informed in the most adequate way of the operations of the Organization and to ask for information for certain questions;
The member of the Organization is obliged to:
- To comply to the articles of this Statute;
- To participate in the accomplishment of the goals of the Organization;
- To fulfil its duties derived from this Statute, derived from other general acts, as well as from the decisions and conclusions made by the Management Board of the Organization;
- To respect the Code of Ethics prescribed by PMI®;
- To regularly pays for its membership fees;
7 ORGANISATION AND ASSOCIATION BODIES
The goals and objectives, the Organization accomplishes it through its bodies.
The Organization is managed by president elected by the members through public vote, unless decided otherwise. The President of the Organization is also President of the Management Board. All questions that are of importance to the Organization and that are being initiated by the bodies of Organization will be discussed on Assembly sessions. Meeting minutes will be created from each session, and they will be distributed to the bodies of the Organization.
The bodies of the Organization for project management – PMI Chapter (FYROM) Macedonia are:
- Management Board ;
- Supervisory Board;
Director Terms of office for the Officers shall be 2 years, limited to 3 consecutive terms in the same position, and no more than 4 consecutive terms on the Board in general.
8 COMPOSITION, ELECTION AND DISMISSAL, DECISION MAKING AND LENGTH OF THE MANDATE OF THE MEMBERS IN THE ORGANIZATION BODIES
The highest body of the Organization is the Assembly. Members of the Assembly are all active members.
The Assembly of the Organization for project management – PMI Chapter (FYROM) Macedonia:
- Adopts the Statute and gives authentic interpretation of it;
- Adopts program, directions and working plan;
- Decides on changes of goals of the Organization;
- Decides on the termination of the Organization;
- Decides on creation and termination and other forms of organization of the Association;
- Elects and dismiss members of Organization bodies,
- Executes other works in accordance with the Statute and general acts of the Organization.
The Assembly has a full right to decide based on the majority of votes from the present members in a session, in case if the minimum quorum of 10 % from the total number of members is fulfilled. Decision for changes or amendments to the Statute, as well as decision for termination of the Association can be made with 2/3 majority of the present members to the assembly.
The Assembly of the Organization for project management – PMI Chapter (FYROM) Macedonia can be regular or exceptional. The Assembly can be held at least once per year, convened by the president of the Organization. A session of the Assembly can be convened upon a preposition of the Management Board, Supervisory Board, upon demand of one third of the members of the Organization. In the preposition for convention of the Assembly the proposer states the reasons for the session. The Assembly is managed by the President of the Organization. In case if the president of the Organization doesn’t convene a session 30 days from the day of the preposition, the session can be called by Management Board or the initiators.
The Assembly should be convened at least 15 days prior to being held (the meeting). The Assembly can work validly if it fulfills the minimum quorum which is ten percent of overall number of members. The Assembly adopts their decisions by public voting. For particular issues the assembly can decide on secret voting. For a valid decision majority of the present members is required.
Management Board is an executive body, whose main goal is implementation of the objectives of the Association, covered by this Statute and other organizational, professional, technical, administrative, financial and educational activities. The Management Board are consist of 5 members, including founders and President of the Association.
- President who is also a President of the Association.
- Vice President who is also a Vice President of the Association.
- Director of finance and administration.
- Director for professional development.
- Director of membership and promotion.
The mandate of the Management Board lasts 1 year with the right to re-election. Management board member may resign by submitting a written notification to the Management Board. The resignation will come into force at the time of receipt by the Management Board, except in cases where notification is otherwise indicated or unless the Management Board decides otherwise. Management board member, who has, due to any reason lost his status as an Assembly member, loses his function in the board. Management board with a valid decision may suspend its own member in case that member does not fulfill their duties due to incrimination or giving false statements and information which may harm the Assembly. The Vice President of the Management Board will take over the President’s position in case that the said position has been vacated before the end of their mandate. Management board with a valid decision may nominate a new member to the current or new position in the Management board with an exception of the President’s position, if a need occurs.
The Management Board functions during their sessions. On their first session, the Management Board chooses the Assembly’s Vice President and a Director for Finance and Administration, from their members. In case when the Management Board has not been formed yet, the roles are taken by the founders until the end of their mandate of max 2 years. The Management Board’s sessions are called by the President or the Vice President, if there is a written approval by the President of the Association. The President is obligated to call a session by an initiative from at least 3 members of the Management Board or the Supervising Committee, as well as by a request from at least 10 Assembly members. If the President of the Association does not call a session by the initiative from at least 3 members in 30 days, then the session may be called by at least 3 members of the Management Board.
The Management Board performs the following activities:
- Manage the Association;
- Prepares the Assembly sessions;
- Propose amendments to the Statute of the Association;
- Implements the policy, conclusions and decisions adopted by the Assembly; adopt a strategic plan for the operation of the Association;
- Initiates projects and provides support;
- Adopt financial decision;
- Adopt other general acts stipulated in the Statute;
- Decide on the membership fee;
- Provides guidance on professional development;
- Discusses and gives an opinion on selection, dismissal and promotion of its members,
- Decides on cooperation with other related organizations;
- Prepares annual and periodicalreport on its work;
- Performs other duties within its framework;
The Management Board of the Association as a rule meets at four times annually on call by the President. The Management Board of the Association may work if the session is attended by more than three members. Decisions and conclusions are adopted by a majority vote of present members. Each Management Board’s member has one vote which may be used exclusively and personally during the vote.
The President of the Management Board, who is also the President of the Association, is representative by the law as well as financial issuer. The president is the chief executive of the Association, and he executes the functions usual for the position. The President is a member with full voting rights in all committees established by the Association with the exception of the Election Commission. The President is authorized to implement the decisions of the Assembly and delegate tasks to the Management Board members. President is an official depository of PMI’s charter which is awarded in the formation of the Association. The President is the official contact between the PMI® (Project Management Institute) and the Association for Project Management – PMI Chapter (FYROM) Macedonia (PMI Chapter (FYROM) Macedonia). Vice President of the Management Board, who is also Vice President of the Association, in the absence of the President is authorized to represent the Association, chaired and to sign all financial documents on behalf of the Association. Vice president oversees and coordinates the work of the Management Board, care of respect the laws and legal regulations, controls in terms of meeting the procedures and policies prescribed by the PMI®, oversees the financial activities of the Association. The Vice President is a member with full voting rights in all committees established by the Association with the exception of the Election Commission. The Vice President takes over official contact between PMI® (Project Management Institute) and the Association for Project Management – PMI Chapter (FYROM) Macedonia (PMI Chapter (FYROM) Macedonia ) in case the President’s incapability . The Director of finance and administration manages the funds of the Association, keeps the financial books and keeps record of the work of the Association, including records of working meetings, records of executive activities or activities performed to date and storage and administrate the archives of the Association. The Director of finance and administration is responsible for drafting the annual budget and financial plan which have to be revised by the Vice President and approved by the President. The Director of finance and administration is responsible for managing all necessary tax returns stemming from the legal regulations of the Republic Macedonia communicating with banks and accounting companies and other financial obligations for the Association’s operation. The Director of Professional Development and sponsorship is responsible for the preparation and implementation of programs on vocational and professional development which they will be proposed and accepted by all members of the Management Board. His responsibility is to promote and stimulate the project Director’s professional development and to promote the relevant professional development programs offered by PMI®. His responsibility will be providing new members and sponsors, in collaboration with the Director of Membership and promotion, The Director of membership and promote actively works on maintenance of the existing and attracting new members of the Association. His responsibility is to manage the basic data from the membership lists, to organize meetings for promotion new development programs, to distribute promotional materials, offers, organizes and conducts promotional activities of the Association, actively communicate with academic, government and private institutions in order to acquire sponsorship.
Procedure for secondary and future nomination and election of members of the Management Board:
- Three months before expiry the mandate of the current Management Board’s members, the President appoint Election Committee that consists of at least three members, who are not part of the Board nor pretend for a place in the new Management Board. Election Committee is obliged elect its own president who will lead the process;
- The President of the Association is obliged to inform the members of launch process for nomination and election of members of the new Management Board.
- Election Committee encourages all members to suggest potential candidates for positions on the Management Board.
- Election Committee is obliged to prepare a list of at least one candidate for each position on the Management Board and to organize the voting process and election of new members.
- Elected board member may be a candidate who meets the above conditions while he has the highest number of votes.
- Current members who use its 2nd term are not eligible to be reappointed.
Announcement of results and appointment of new membership is made a session of the Association Announcement should be a part of the Chapter web portal. Using any Chapter assets to promote the candidacy of members contenders for the position on the Management Board is strictly prohibited.
The Supervisory committee are consist of 3 members. The mandate of the Supervisory committee lasts 1 year with the right to re-election. President, with a mandate of 1 year, will be elected from the members of the Supervisory committee.
The Supervisory committee is obliged once a year to provide an overview of material and financial operations of the Association. (PMI Chapter (FYROM) Macedonia) The report for their work Management Board submitted to the Assembly of the Association.
9 PRESENTATION AND REPRESENTATION BY THE LAW
Project Management association – PMI Chapter (FYROM) Macedonia (PMI Chapter (FYROM) Macedonia) is presented and represented by the President. In case of his incapability and the absence, the association will be represented by the Vice President.
10 ACQUIRING AND HANDLING THE FINANCIAL RESOURCES OF THE ASSOCIATION
Potential funding sources of the Association are: – Income from fees; – Income from publications; – Donations and gifts; – Donations, grants and sponsorships; – Fees of expert meetings; – Other income and donations.
The amount of membership fee shall be determined by the Management Board and submitted to the PMI®. Any changes in the amount of the membership fee shall be aligned with the procedures of the competent authority in the PMI® and will be submitted to it. Payment of the membership fee shall perform by PMI® in accordance with their rules and procedures and delivers it at the account of the Association. (PMI Chapter (FYROM) Macedonia) Financial sponsorship compensation will be aligned with the special procedure which it should be established and adopted by the Management Board.
The Management Board should adopt a procedure for managing the funds of the Association (PMI Chapter (FYROM) Macedonia) and reports stipulated in the Law on Associations and Foundations of the Republic Macedonia. The Director of Finance and Administration is responsible for material and financial operations of the Association (PMI Chapter (FYROM) Macedonia) which has to be in accordance with the applicable accounting standards and regulations. Financial operations of the Association (PMI Chapter (FYROM) Macedonia) are carried out with budgetary control whereby the Director of Finance and Administration, proposes a draft budget, which has to necessarily be accepted by the Management Board and the Assembly. Any expenditure outside the budget can be made only by decision of the Management Board adopted at a session which it is necessary to attend at least three members.
11 ACHIEVING PUBLICITY IN OPERATION
The operation of the Chapter is public and transparent, with public sessions on which the decisions for Chapter’s activities are undertaken and decided, without any limitations, influence, originate, pressure, threats or interfering, direct or indirect, from any other subject and by any reason. The publicity in operation could be provided additionally with issuing a booklet as informer, web sites and other ways that enable on time and true informing public for Chapter activities. Article 31 In order to accomplish its’ objectives the Chapter create contacts and develop cooperation with other Chapters and associations home and abroad.
12 AMENDMENTS TO THE CONSTITUTION
The Assembly makes amendments to this Constitution of the PMI Chapter (FYROM) Macedonia. The Assembly adopts the Constitution on annual assembly, with two thirds of the majority of the present members.
13 THE ENSIGN AND THE SEAL OF THE CHAPTER
The PMI Chapter (FYROM) Macedonia could have its own ensign.
The PMI Chapter (FYROM) Macedonia – Skopje has its own seal. The seal has a shape of a circle with the following text: “Здружение за проектен менаџмент – PMI® огранок Македонија (PMI Chapter (FYROM) Macedonia)” – Скопје. In the international communication the seal of the Chapter, besides on the Macedonian language, could be expressed and on English language.
14 CONFLICT OF THE INTERESTS
The members of the Assembly, Directorial Board and Supervisory Committee, must not have economic interest and material benefit, to achieve gain or profit of the Chapter activities and operation. The members of the Directorial Board in temporary organizations must not have economic interest and material benefit, to achieve gain or profit of the temporary organizations and of the Chapter activities and operation. Directorial Board could approve the payments from the Chapter’s funds for executing the real and reasonable costs that have been spent by the members of the Directorial Board, the members of the commissions or temporary boards, attending the meetings or workshops or other previous approved activities. The Chapter could make an agreement for cooperation with its’ own members directly or throughout the company they are employed, being in possibility to realize the payment of the financial resources with approval of at least three members of the Directorial Board, if the following conditions are met:
- The members of the Directorial Board are informed with the interests that are the result of such contract, before signing the contract;
- The contract is in accordance with the legitimate regulations in the Low for the Associations and Foundations of the Republic of Macedonia in the time of its authorization, and it is expected to make a benefit for the Chapter.
- There is no conflict of interests between the contract and the PMI® politics.
The members of the Directorial Board or any other steady or temporary organizational form, consisting with the members of the Assembly, should articulate publicly the interest that is expected by the contract or expected cooperation with the company or organization they are employed or are the owners, if there is intention to make a contract for cooperation with the Chapter.
15 RECOMPENSATION AND RESPONSIBILITY FOR THE DAMAGES
If any active or former member of the Directorial Board or Chapter’s representative against the Low, working in the best interest for the Chapter, become a subject in any kind of civil, penalty or administrative procedure, the Chapter can reimburse the costs that are generate by the procedure, including legal support and representation by the lawyer, costs for the sentence and the whole procedure. The Chapter has a possibility to make a contract with the insurance company for insurance by professional responsibility against the third parties, if assesses that there is a need for that.
16 THE DECISION FOR CONSTITUTION AMENDMENTS AND CESSATION OF THE OPERATION
PMI Chapter (FYROM) Macedonia ceased to exist: – With the Chapter’s Assembly decision, carried out with a minimum of three members; – If the number of the members of Chapter become less than the number of members decided by the founding; – The period for session of the highest body established by the Constitution is doubled and such session is not realized; -in the last two years the balance sheet is not submitted in accordance with the Low; -executive decision by the appropriate Court; – Executive decision by the PMI®.
17 PROCESSING WITH THE CHAPTER’S RECOURSES AND/OR ASSETS IN THE CASE OD CHAPTER’ TERMINATION
In the case of termination of the PMI Chapter (FYROM) Macedonia, the assets and recourses that are at disposal after setting up all the obligations are transferred according to the previous decision brought by the Chapter’s Assembly.
18 FINAL REGULATION
Any other questions that are not regulate with this Constitution will be regulate immediately applying the Low for Associations and foundations (Official Gazette of the Republic of Macedonia No. 52/2010).
This Constitution is entering into force at the day of it’s’ adoption by the Assembly of the PMI Chapter (FYROM) Macedonia.
PMI Chapter (FYROM) Macedonia