PMI Mongolia Chapter Bylaws: Document Revision History

Bylaws

Project Management Institute Mongolia Chapter

Region 9, Northeast Asia, Asia Pacific

PMI Mongolia Chapter Bylaws

Document Revision History

Version	Date	Revision note
0.1	09 February 2013	Initial Draft submitted to PMI for review by Colin Murphy
0.2	28 February 2013	Updates provided by PMI (Chevon Low)
0.3	03 March 2013	Further updates by Colin Murphy and incorporating feedback from Robin Tolbert.
0.4	09 March 2013	Further updates by Colin Murphy incorporating feedback from Chevon Low, Robin Tolbert and Ganbat Chuluunkhuu
0.5	21 March 2013	Further additions by PMI (Chevon Low)
0.6	28 May 2013	Updated by Colin Murphy to account for the first 6 months of the Chapter’s operations in 2013.
0.7	24 August 2013	Updated by Colin Murphy to enable the Board resolution to have a maximum of 11 members on the Board of Directors. Also, included is feedback from Robin Tolbert.
0.8	04 September 2013	Updated at the PMI Mongolian Chapter Board Meeting.
0.9	09 October 2013	Updated by the PMI (Chevon Low)
1.0	14 October 2013	Authorized by the PMI.
1.1	16 February 2020	Revised draft submitted to PMI for review by Khulan Batkhuyag
1.2	19 February 2020	Updates and feedback provided by PMI (Xing Ying, Siti Rozianti).
1.3	10 March 2020	Further updates reflected by Khulan Batkhuyag incorporating feedback from PMI (Xing Ying, Siti Rozianti).
1.4	08 May 2020	Updates approved by the PMI Mongolia Chapter members.

PMI Mongolia Chapter Bylaws

Article I – Name, Principal Office; Other Offices Section 1. Name/Non-profit Incorporation

This organization shall be called the Project Management Institute, Mongolia Chapter (hereinafter “PMI Mongolia Chapter”). The organization is a Mongolian Chapter chartered by the Project Management Institute, Inc. (hereinafter “PMI^®”) and separately incorporated as a non-profit NGO organized under the laws of Mongolia.

Section 2. The PMI Mongolia Chapter shall meet all legal requirements in the jurisdiction of Mongolia.

Section 3. Principal Office; Other Offices.

The principal office of the PMI Mongolia Chapter shall be located in Ulaanbaatar, Mongolia. The Chapter may have other offices such as branch offices as designated by the PMI Mongolia Chapter Board of Directors and the Chapter territories designated in the Attachment A of the PMI Charter Agreement.

Section 4. The PMI Mongolia Chapter shall have its own logo and stamp. The Chapter logo must conform to the Standards Guide for PMI Chapter Logos and be approved by the PMI^®.

Article II – Relationship to PMI^®

Section 1. The PMI Mongolia Chapter is responsible to the duly elected PMI^® Board of Directors and is subject to all PMI^® policies, procedures, rules and directives lawfully adopted.

Section 2. The Bylaws of the PMI Mongolia Chapter may not conflict with the current PMI^®’s Bylaws and all policies, procedures, rules or directives established or authorized by PMI^® as well as with the Chapter’s Charter with PMI^®.

Section 3. The terms of the Charter executed between the PMI Mongolia Chapter and PMI^®, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder and in the event of a conflict between the terms of the Charter and the terms of these Bylaws, the PMI Mongolia Chapter shall be governed by and adhere to the terms of the Charter.

Article III – Purpose and Limitations of the PMI Mongolia Chapter Section 1. Purpose of the PMI Mongolia Chapter

General Purpose: The PMI Mongolia Chapter has been founded as a non-profit, tax exempt corporation chartered by PMI^®, and is dedicated to advancing the practice, science, and profession of project management in a conscious and proactive manner.

Specific Purposes: Consistent with the terms of the Charter executed between the PMI Mongolia Chapter and PMI^® and these Bylaws, the purposes of the PMI Mongolia Chapter shall include the following:
1. To uphold the purpose and objectives of PMI^® within Mongolia.
2. To support the project management community of Mongolia by providing an environment for the exchange of knowledge and ideas.
3. To promote the use of PMI^® concepts and methods within Mongolia-based organizations.
4. To facilitate education for the purpose of increasing the level of project management expertise and PMI^® accreditation within Mongolia-based organizations.
5. To identify and promote the fundamentals of project management and advance the body of knowledge for managing projects successfully.
The property and income of the PMI Mongolia Chapter shall be applied solely towards the promotion of the objectives of the organization and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objectives.

Section 2. Limitations of the PMI Mongolia Chapter.

General Limitations. The purposes and activities of the PMI Mongolia Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, the legislations of Mongolia, and conducted consistently with the PMI Mongolia Chapter’s Articles of Incorporation.
The membership database and listings provided by PMI^® to the PMI Mongolia Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the PMI Mongolia Chapter, consistent with PMI^® policies and all applicable laws and regulations, including but not limited to those laws and regulations pertaining to privacy and use of personal information.
The officers and directors of the PMI Mongolia Chapter shall be solely accountable for the planning and operations of the Chapter, and shall perform their duties in accordance with the Chapter’s governing documents; its Charter Agreement; PMI^®’s Bylaws, policies, practices, procedures, and rules; and applicable laws.

Article IV – PMI Mongolia Chapter Membership Section 1. General Membership Provisions.

Membership in the PMI Mongolia Chapter requires membership in PMI^®. The PMI Mongolia Chapter shall not accept, as members, any individuals who have not been accepted as PMI^® members. Membership in this organization is voluntary and shall be open to any eligible person interested in furthering the objectives 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.
Members shall be governed by and abide by the PMI^® Bylaws and by the Bylaws of the PMI Mongolia Chapter and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI^® Code of Conduct.

All members shall pay the required PMI^® and PMI Mongolia Chapter membership dues to PMI® and in the event that a member resigns or their membership is revoked for just cause, membership dues shall not be refunded by PMI^® or the PMI Mongolia Chapter.
Membership in the PMI Mongolia Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
Members who fail to pay the required annual chapter dues, when due, shall be delinquent for a period of one (1) month and their names removed from the official membership list of the PMI Mongolia Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues for PMI^® and the PMI Mongolia Chapter to PMI^® within such one-month delinquent period.
Upon termination of membership in the PMI Mongolia Chapter, the member shall forfeit any and all rights and privileges of membership.
Subject to these rules, each member present in person or by proxy at a general meeting is entitled to a deliberative vote.
A member (in this rule called “the appointing member”) may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at any general meeting. A proxy must meet all requirements set forth in the Civil Code of Mongolia

Section 2. Classes and Categories of Members. The PMI Mongolia Chapter shall not create its own membership categories. PMI^® Chapter membership categories shall be consistent with PMI^® membership categories.

Article V – PMI Mongolia Chapter Board of Directors

Section 1. The PMI Mongolia Chapter shall be governed by a Board of Directors (hereinafter “the Board”). The Board shall be responsible for carrying out the purposes and objectives of the PMI Mongolia Chapter, and be vested with the following authorities:

dissolution and reorganization of the Chapter;
approving of annual business plan and budget;
disbursing assets and funds of the Chapter;
control, management and supervision of the business of the Chapter and discussion of annual reports;
approving of the structure of the Chapter;
adopting and publishing of policies, procedures, regulations and rules related to the business and governance of the Chapter;
setting membership dues and training fees;
setting date of the regular meetings of the Board;
other lawful activities and affairs in accordance with the purpose of the Chapter.

Section 2. The Board shall consist of the Officers of the PMI Mongolia Chapter elected by the membership and shall be members in good standing of PMI^® and of the PMI Mongolia Chapter. Terms of office for the Officers shall be two (2) years, limited to two (2) consecutive terms in the same position, and no more than four (4) consecutive terms on the Board in general. These positions are staggered so that at least fifty per cent (50%) of positions are elected each year.

Section 3. The Board shall consist of an odd number of Officers and be no less than seven (7) and no more than nine (9) Officers, and shall include, at a minimum, the following Officers:

President;
General Secretary;
Director of Finance;
Director of Membership;
Director of Marketing and Public Relations;
Director of Professional Development;
Director of Stakeholder Relations.

Where more than seven Officers are appointed to the Board of Directors, the Board shall determine the title and role for each of the additional Officers. All Officers appointed to the Board shall have voting rights as part of the Board meetings.

Section 4. All officers shall perform duties and tasks specified in the latest versions of the PMI^® Volunteer Role Delineation Study and other similar documents apart from the tasks specified in these Bylaws.

Section 5. The President shall be the Chief Executive Officer of the PMI Mongolia Chapter and the Chairman of the Board. The President shall have the following authorities:

representing the Chapter;
convening special meetings of the Board;
disbursing assets and funds of the organization to the extent authorized by the Board;
hiring and dismissal of employees and other personnel other than the Board members with approval of the Board, and to establish all terms and conditions of employment;
legally binding the Chapter and sign on its behalf contracts, checks, drafts, notes, mortgages, leases other legal documents to the extent authorized by the Board;
serving as ex-officio with right to participate and vote on all committees except the Nominating Committee.
Other authorities designated by the Board.

The President shall have the following duties:

Managing the administrative, business, financial and other affairs, and implementing all policies, plans, rules and procedures in accordance with laws, generally accepted business principles and ethical standards;
Reporting to the PMI^®, the Board of Directors of the PMI Mongolia Chapter and its members concerning the activities of the Chapter;
Reporting annual financial statement to the Board;
Submitting annual reports and financial statements of the Chapter to appropriate government authorities within time limit specified by law;
Other duties assigned by the Board.

Section 6. The General Secretary shall develop drafts of the Chapter’s annual plan, products, services, and budgets to the extent authorized by the Board and the President, deliver the notice of regular and special meetings of the Board, draft the resolutions of the Board and keep the records of all business meetings of PMI Mongolia Chapter and meetings of the Board. The General Secretary is also responsible for preparing, maintaining, recording, circulating all records, correspondence, minutes of meetings, and related affairs of the chapter.

In absence of the President or where the President’s term is terminated the General Secretary shall fulfill tasks vested to him/her until his successor is elected.

Section 7. The Director of Finance shall oversee the management of funds for duly authorized purposes of the PMI Mongolia Chapter. The Director of Finance is responsible for maintaining and presenting all financial records required for chapter operations in accordance with these Bylaws. The nature and interval of reporting will be specified by the Board of Directors and may be revised to meet changing operational needs.

Section 8. The Director of Membership is responsible for addressing the needs of chapter membership, including service delivery, recruiting and retaining members, implementation and maintenance of the Membership Register in accordance with chapter policies and Bylaws.

Section 9. The Director of Marketing and Public Relations is responsible for developing and overseeing the chapter’s marketing, public relations and communication programs in accordance with chapter Bylaws and policies. Moreover, the Director of Marketing and Public Relations shall ensure implementation of the PMI^® policies, procedures, practices, rules and other documents in regards to marketing and public relations within the Chapter, increase awareness of PMI^® and PMI Mongolia Chapter among the society, the public and the professional community, and to respond negative publicity.

Section 10. The Director of Professional Development is responsible for professional development, educational training and ensuring the activities of the Chapter in compliance with the latest versions of The PMI Talent Triangle^®, The Project Management Body of Knowledge^® and other related documents.

Section 11. The Director of Stakeholder Relations is responsible for liaising with other organizations, institutions or entities to further the interests and objectives of PMI^® and the PMI Mongolia Chapter.

Section 12. The Immediate Past President is responsible for ensuring a smooth transition to the new Board of Directors and also to assist the Board wherever needed. The Immediate Past President shall have only an advisory role and he/she shall have no voting rights as part of the Board meetings.

Section 13. The Board of Directors may appoint members of the Chapter as Officers-at-Large to assist in its day-to-day operations or any core activities. Such appointed Officers-at-Large shall have no right to vote at Board meetings.

Section 14. The Board shall exercise all powers of the PMI Mongolia Chapter, except as specifically prohibited by these Bylaws, the PMI^® Bylaws and policies, its charter with PMI^®, and the laws of the jurisdiction in which the Chapter is incorporated/registered. The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these Bylaws and PMI^® Bylaws and policies, and to exercise authority over all PMI Mongolia Chapter business and funds.

Section 15. The Board may declare an Officer position to be vacant and remove him/her where an Officer ceases to be a member in good standing of PMI^® or of the PMI Mongolia Chapter by reason of non-payment of dues, or where the Officer fails to attend three (3) consecutive Board meetings, or where the Officer has received three (3) admonishments due to poor performance of duties and tasks assigned to him/her, or where the Officer has caused non-material damage to reputation of the PMI^®, the PMI Mongolia Chapter or to their members, or the Officer has violated the Ethical standards by two-thirds (2/3) vote of the Board.

Section 16. An Officer may resign by submitting a written notice to the President or the General Secretary. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board of such notice.

Section 17. If any Officer position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. The Board may call for a special election by the chapter’s membership to fill the vacant position.

Section 18. The Board shall meet together for the dispatch of business not less than once in each calendar month and the President (at his/her own discretion or at the request of 3 Board members) may convene a meeting of the Board. The General Secretary shall deliver a notice to all Board members no less than seven business days in advance to the meeting. The following shall apply to Board meetings:

The President, or the General Secretary in his/her absence/resignation, shall preside at the Board meetings. If neither the President nor the General Secretary is present due to resignation or their inability to participate in the meeting, the Board may elect one of their Directors to preside at the particular meeting.
At a Board meeting, a quorum shall consist of no less than one-half of the membership of the Board at any given time. Each member may take part and vote in person only. A member may participate in and vote by teleconference or video conference. If necessary, a member may submit his/her vote in writing or via an email to the General Secretary at least one-day in advance to the meeting.
Each Board member has a deliberative vote.
Every decision of the Board shall be made by a majority vote unless otherwise required by law, the PMI^® Bylaws and policies, or these Bylaws.
If an equal number of votes cast by members of the Board with respect to the matter being considered at the meeting, the Board shall conduct second round of voting.
A Board member having any direct or indirect pecuniary interest referred to in Article XI below shall comply with that section.

Article VI – PMI Mongolia Chapter Nominations and Elections

Section 1. The nomination and election of officers shall be conducted annually in accordance with the requirements contained in these Bylaws. All voting members in good standing of the PMI Mongolia Chapter shall have the right to vote in the election. Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, physical or mental disability, or unlawful purpose is prohibited.

Section 2. The Board shall establish the Nominating Committee with the Chair and three (3) to five (5) members to serve on the Committee. The Nominating Committee shall be independent from the Board.

Section 3. A Nominating Committee shall prepare a slate containing nominees for each Board position in alphabetical order and shall determine the eligibility and willingness of each nominee to stand for election. Candidates for Board positions may also be nominated by petition process established by the Nominating Committee or the Board. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.

Section 4. Elections shall be conducted (a) during the annual meeting of the membership; or (b) by electronic vote in compliance with the legal jurisdiction. The candidate who receives a majority of votes cast for each office shall be elected. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board where the election is conducted during the annual meeting of membership.

Section 5. In accordance with PMI policies, practices, procedures, rules and directives, no funds, resources or reputation of PMI^® or the Chapter may be used to support the election of any candidate or group of candidates for PMI^®, Chapter or public office. No other type of organized electioneering, communications, fund-raising or other organized activity on behalf of a candidate shall be permitted. The Chapter Nominating Committee, or other applicable body designated by the Chapter, will be the sole distributor(s) of all election materials for Chapter elected positions.

Section 6. All members of the Board and the Nominating Committee, and all officers and employees of the PMI Mongolia Chapter are prohibited from opposing or supporting any candidate.

Section 7. Candidates who are elected, as officers, shall take office on the first day of January following their election, and shall hold office for the duration of their terms or until their successors have been elected and qualified.

Article VII – PMI Mongolia Chapter Committees

Section 1. The Board may authorize the establishment of standing or temporary committees to advance the purposes of the organization. The Board shall establish a charter for each committee, which defines its purpose, authority and outcomes. Committees are responsible to the Board. A committee shall be consisted of members, a half appointed from the membership of the Chapter and the other half appointed from the professional community. The PMI Mongolia Chapter Officers and/or Officers-at-Large can serve on the PMI Mongolia Chapter Committees, unless it specifically is restricted by these Bylaws.

Section 2. All committee members and a chairperson for each committee shall be appointed by the President with the approval of the Board.

Article VIII – PMI Mongolia Chapter Finance

Section 1. The fiscal year of the PMI Mongolia Chapter shall be from 1 January to 31 December.

Section 2. The PMI Mongolia Chapter’s annual membership dues shall be set by the Chapter’s Board and communicated to PMI^® in accordance with policies and procedures established by PMI^®.

Section 3. The PMI Mongolia Chapter Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.

Section 4. All dues billings, dues collections and dues disbursements shall be performed by PMI^®.

Section 5. The PMI Mongolia Chapter may be funded from the following sources:

membership dues;
sponsorship and technical assistance from individuals and legal entities;
income generated from the activities related to the fulfillment of the PMI Mongolia Chapter purpose and objectives;
interests accumulated in the bank account and deposit account of the PMI Mongolia Chapter;
assistance granted by the Government of Mongolia for the purpose of implementing a project;
other sources of investment authorized by the Board.

Section 6. Members of the Board and employees shall be compensated for expenses incurred in carrying out their duties as members of the Board.

Article IX – Meetings of the Membership

Section 1. An annual meeting of the membership shall be held at a date and location to be determined by the Board. The annual meeting shall be held in the month of February of following year. Notice of all annual meetings shall be sent by the Board to all members no less than 30 days in advance of the meeting. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.

Section 2. In the event of natural disaster, riot, emergency and other similar situation that leads to cancel the annual meeting of membership, the annual report shall be sent to all members via an email.

Section 3. Special meetings of the membership may be called by the President; by a majority of the Board; or by petition of ten percent (10%) of the voting membership directed to the President. Notice of all special meetings shall be sent by the Board to membership 10 days in advance of the meeting so as to allow membership the opportunity to participate in such special meetings. The notice should indicate the time and place of the meeting and include the proposed agenda. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.

Section 4. Quorum at all annual and special meetings of the PMI Mongolia Chapter shall be 10% of the Chapter members in good standing, present and in person.

Section 5. All meetings shall be conducted according to procedures determined by the Board.

Article X – Branches of the PMI Mongolia Chapter

Section 1. Establishing a Branch

Upon written permission granted by PMI^® via the charter agreement, the Chapter shall be permitted to organize its members who reside in geographically limited areas in groups (hereinafter “Branch”) for the purpose of delivering its services locally. A Branch of PMI Mongolia Chapter shall be governed by these Bylaws and shall conduct its business in compliance with PMI Mongolia Chapter’s policies and procedures and its charter with PMI^®.

Section 2. Geographic Area

Each Branch formed to service a defined geographic area will not extend its services beyond the geographic boundaries defined of the Chapter.

Section 3. Distribution of Dues

All PMI Mongolia Chapter’s dues & fees will be collected by PMI^® on behalf of the PMI Mongolia Chapter and will be forwarded to the PMI Mongolia Chapter. The PMI Mongolia Chapter will allocate funds to the Branch in accordance to PMI Mongolia Chapter’s policies & procedures. Branches shall not create their own membership or dues.

Section 4. The Branch Chair shall either be a member of the Chapter’s Board of Directors, or be a Committee Chair and report into a Chapter Board member who oversees the Chapter’s Branch(es).

Section 5. Limitations. Branches shall abide by the limitations consistent with the chapter’s charter agreement with PMI^®.

Article XI – Inurement and Conflict of Interest

Section 1. No member of the PMI Mongolia Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the PMI Mongolia Chapter, except as otherwise provided in these Bylaws.

Section 2. No officer, director, appointed committee member or authorized representative of the PMI Mongolia Chapter or his/her related person shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the PMI Mongolia 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.

Section 3. PMI Mongolia Chapter may engage in contracts or transactions with members, elected officers of the Board, appointed committee members or authorized representatives of PMI Mongolia Chapter and any corporation, partnership, association or other organization in which one or more of PMI Mongolia 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 Officers who do not have an interest in the transaction or contract;

the contract or transaction is fair to PMI Mongolia Chapter and complies with the laws and regulations of the applicable jurisdiction in which PMI Mongolia Chapter is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Board of Directors.

Section 4. All officers, directors, appointed committee members and authorized representatives of the PMI Mongolia Chapter shall act in an independent manner consistent with their obligations to the PMI Mongolia Chapter and applicable law, regardless of any other affiliations, memberships, or positions.

Section 5. 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 Mongolia 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.

Article XII – Indemnification

Section 1. In the event that any person who is or was an officer, director, committee member, or authorized representative of the PMI Mongolia Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the PMI Mongolia Chapter, 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 2. 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 Bylaws.

Section 3. To the extent permitted by applicable law, the PMI Mongolia Chapter may purchase and maintain liability insurance on behalf of any person who is or was a director, officer, employee, trustee, agent or authorized representative of the PMI Mongolia Chapter, or is or was serving at the request of the PMI Mongolia Chapter as a director, officer, employee, trustee, agent or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise.

Section 4. The PMI Mongolia Chapter shall not be liable for damages and losses incurred to individuals and entities or institutions caused by illegal activities of its members, members of the Board, officers and employees.

Article XIII – Disputes and Mediation

Section 1. The grievance procedure set out in this rule applies to disputes under these Rules between: a member and another member; or a member and the Chapter.

Section 2. A mediation process will be taken according to the PMI Conflict Resolution Program.

Section 3. If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the PMI Conflict Resolution Program with details outlined in the Chapter Handbook.

Article XIV- Amendments

Section 1. These Bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing voting by electronic ballot; or by two-thirds (2/3) vote of membership present and voting at an annual meeting of the PMI Mongolia Chapter duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by email or electronic ballot returned within thirty (30) days of the date by which members can reasonably be presumed to have received the ballot. Notice of proposed changes shall be sent in writing to the membership at least thirty (30) days before such meeting or vote.

Section 2. Amendments may be proposed by the Board on its own initiative, or upon petition by ten percent (10%) of the voting members in good standing addressed to the Board. All such proposed amendments shall be presented by the Board with recommendation.

Section 3. All amendments must be consistent with PMI^®’s Bylaws and the policies, procedures, rules and directives established by the PMI^® Board of Directors, as well as with the PMI Mongolia Chapter’s Charter with PMI^®.

Section 4. The President shall sign on the Bylaws that have been amended and submit it to the registration authority of Mongolia within the period prescribed by law.

Article XV – Dissolution

Section 1. In the event that the PMI Mongolia Chapter or its governing officers failed to act according to these Bylaws, its policies or all PMI^® policies, procedures, and rules outlined in the charter agreement, PMI^® has a right to revoke the PMI Mongolia Chapter Charter and require the chapter to seek dissolution.

Section 2. In the event the PMI Mongolia Chapter failed to deliver value to its members as outlined in the Chapter’s business plan and without mitigated circumstance, the Chapter acknowledges that PMI^® has a right to revoke the PMI Mongolia Chapter’s Charter and require the chapter to seek dissolution.

Section 3. In the event the PMI Mongolia Chapter is considering dissolving, the Chapter’s members of the Board of Directors must notify PMI^® in writing and follow the Chapter dissolution procedure as defined in PMI^®’s policy.

Section 4. Should the PMI Mongolia Chapter dissolve for any reason, its assets shall be dispersed to one or more non-profit organizations having similar aims, purposes, or objectives as the PMI Mongolia Chapter designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.

Section 5. Unless superseded by law, dissolution of the Chapter entity must be approved by a majority of the members voting on the motion to dissolve.