Call for Nominations

The following governance information outlines important information related to service on the Board of Directors and the Call for Nominations and election process. Please review in full to determine your eligibility, availability, and interest to serve. 

Bylaws Article VI

Section A. Board of Directors

1. General. The Institute shall be governed by an elected PMI Board of Directors. It is the duty of the PMI Board of Directors to carry out the purposes and objectives of the non-profit corporation.

2. Authority. The PMI Board of Directors shall be vested with the powers possessed by the non-profit corporation itself, including the powers, accountability and authority to: uphold and execute the organization’s purposes; appoint and remunerate agents and employees; disburse funds of the Institute; purchase, lease, sell, transfer and otherwise convey property; and establish and adopt such policies, rules, and regulations for the conduct of its business, responsibility, and authority as will be deemed advisable, insofar as any exercise or delegation of authority is consistent with, and does not conflict with, the Articles of Incorporation or Bylaws of the Institute (in their present form or as amended), or applicable law. The PMI Board of Directors may establish and maintain boards and similar bodies that will serve as independent boards within the Institute. Any such board may be granted certain autonomous authority and responsibility by the PMI Board of Directors through formal charter, to develop Bylaws, policies, programs and procedures concerning the operation of the autonomous board. All such boards shall operate consistent with these Bylaws and subject to the limitations of their formal charter. 

3. Functions. Accountable to the PMI membership, the PMI Board of Directors shall be responsible and accountable for strategic planning and the establishment of policy with respect to activities of the Institute. The PMI Board of Directors shall oversee the management, control and supervision of the business, as well as other lawful activities and affairs deemed necessary to further the objectives of the Institute, including an annual report to PMI members. 

4. PMI Board Composition. The PMI Board of Directors shall be comprised of twelve (12) to eighteen (18), at large, voting PMI Board Directors. One (1) voting member of the PMI Board Directors shall be elected and serve as Chair of the Institute consistent with the requirements of Article VII, below.

5. PMI Board Limitations/Conduct: The PMI Board of Directors shall be granted the authority to establish policies and procedures specifying PMI Board of Directors limitations and conduct including, but not limited to, the following:

a. Compensation for Services. Directors (including Officers) shall not receive any compensation, or other tangible or financial benefit for service on the PMI Board of Directors. However, the PMI Board of Directors may authorize payment by the Institute of actual, reasonable expenses incurred by Directors regarding attendance at PMI Board of Directors meetings and other approved activities.

b. Compensation from Institute Activities. Directors (including Officers) shall not receive any compensation, or other tangible or financial benefit from any element or activity of, or related to, the Institute, except as reimbursement for actual, reasonable expenses directly associated with such Institute element or activity, when authorized by the PMI Board of Directors.

c. Corporation and Director Independence/Loyalty. All PMI Board Directors (including Officers) shall act in an independent manner consistent with their obligations to the Institute and applicable law, regardless of any other affiliations, membership, or positions.

d. Nothing in this section is intended to limit the reasonable compensation received by an Appointed Officer who is an employee of the Institute.

1. Director Qualifications. All Directors of the Institute shall be eligible members in good standing for the past two (2) consecutive years. The PMI Board of Directors may, in its discretion, determine additional qualifications for Directors consistent with these Bylaws.

2. Length of Terms. Each Director shall be elected by the voting membership of the Institute and shall serve a term of three (3) years. Directors shall serve no more than two (2) consecutive terms and no more than a total of nine (9) years of service as a voting Director on the Board.

3. Nomination/Election. Candidates for election will be nominated by the Nominating Committee, as set forth in Section C. The terms of the Directors shall be staggered to ensure that approximately one-third of the Director terms of office expire each year. All PMI Board Directors shall be elected by secret ballot by the voting membership of the Institute, the results of which shall be announced at the Annual Membership Meeting.

4. Resignations. A Director may resign at any time by submitting a written resignation to the Chair of the Institute. Any resignation will be effective as of the time specified in the written resignation, or, if no date is specified, as of the acceptance date of the written resignation as determined by the Chair.

5. Removal. A Director, who is no longer a member in good standing of the Institute, shall be removed and replaced by the PMI Board of Directors. A Director may also be removed by operation of applicable law, or by a two-thirds (2/3rds) affirmative vote of the PMI Board of Directors for cause at any regular or special meeting at which a quorum of the PMI Board is present; and in accordance with PMI Board of Directors adopted policies and procedures.

6. Vacancies. In the case of a vacancy, resignation, or removal of a PMI Board Director, the remaining Directors shall appoint another qualified individual to fill the vacancy for the unexpired portion of the term. The length of terms specified in Article VI, Section B, Paragraph 2 will not apply to appointments to fill vacancies. The service for the duration of the unexpired term, under this section will not count in the calculation for term limits under Section B, 2 above.

Rule of the Board 6.0 Nomination and Election of Directors of the PMI Board of Directors

6.0.3 Diversity Statement PMI leadership and the Board value and strive for inclusive representation of volunteer leaders on our Board of Directors that reflects our organization, membership, and profession. Our success today and into the future relies on our ability to capitalize on diverse perspectives and points of view resulting from a balance of race, gender, age, experience, industry, skill set, nationality, ethnicity, sexual orientation, and other factors deemed relevant. The nomination process fully appreciates, considers, and is informed by the value derived from diverse representation. 

6.0.4  As a PMI member and potential Board candidate, all individuals considering a Board position must abide by the Project Management Institute’s Code of Ethics and Professional Conduct. Any violation of the Code (or pending complaint) prohibits a member from serving on the Board. With PMI’s globally diverse stakeholders in mind, potential candidates should ideally possess and will be evaluated against the following criteria*:

a. 10+ years project, program or portfolio manager experience
For example: The candidate is a subject matter expert and able to significantly participate in market perspective discussions that will contribute to strategy formation.

b. 5+ years professional global experience 
For example: Worked or governed in multi-national organizations, academia or NGOs that have global reach; worked in a different country than were born; or worked with different cultures and teams from different countries.

c. Knowledge of PMI functioning
For example: Good understanding of PMI’s current strategy (mission, objectives and goals), governance structure, organization programs, products and services, which can be achieved through volunteering exposure, corporate council, or other ways of collaboration with PMI.

d. Strategic planning experience
For example: Professional development focused on strategic planning (courses, seminars, etc.); devised and/or contributed to strategies and policies ensuring that an organization met its goals; worked in a strategy function; or experience in a project portfolio management role.

e. 5+ years executive leadership level experience
For example: Executive management position in a corporation, non-profit and/ or academic institution; understands and can articulate the big picture and key drivers of an organization, strategy formation, working relationships with peer executives, leadership highlights, facilitation; and public speaking experience.

f. 5+ years senior management level experience
For example: Senior management position in a corporation, nonprofit and/or academic institution; managing teams; responsible of day to day activities; having budgetary responsibilities; establishing performance targets.

 g. Board/governance experience
For example: Strategic dialogue and decision-making; fiduciary oversight; good governance practices; dealing with CEO matters; succession planning.

h. Financial literacy
For example: Good understanding of key financial concepts (balance sheet, profit and loss, forecasts, etc.) and financial reports, or experience in tying financial statements to programs and strategy for a comprehensive view.

*Examples are for illustrative purposes…there may be other relevant examples. The Executive Committee will annually review the expected candidate criteria in Rule of the Board 6.0.4 a) through h) to ensure the criteria are current and relevant and present any recommendations for change to the Board for discussion and vote.

All candidates are obligated to abide by the established Nomination and Election Rules of the Board as follows:

• Use of PMI Funds and/or Resources. No funds or resources of PMI, or its Components, Other Subsidiary Groups or employees, shall be used to promote the nomination or election of any candidate, except for information posted to pmi.org/Board Nominations and Election or published through other PMI media as official communication of the election process. 
• Candidate Campaigning and Communication. Campaigning is strictly prohibited. Candidates may only communicate one-on-one in response to communications initiated by another PMI member regarding their candidacy and only if the communication focuses on their qualifications. Mass communications by any means (e.g., postal mail, telecommunications, e-mail [regardless of whether the message is sent one at a time or simultaneously to a mailing list], and all social networks, etc.) are prohibited. If candidates have questions regarding communications, they should seek advice of PMI General Counsel before responding to any communication. 
• Campaign Materials. No candidate or PMI member may utilize any campaign materials such as posters, buttons/lapel pins, digital communications, social media, group activities or sponsorships to promote a candidate.
• Candidate Communications with PMI. The candidate should discuss the position with former Directors or a member of the Nominating Committee. Specific requirements of the position in terms of time, expense, meeting schedules, and administrative assistance should be explored.
• Compliance with Election Activity Rules of the Board. The Nominating Committee will ensure that all nominees, as a condition of expressing their interest in being a nominee, will submit a signed copy of this Rule of the Board verifying that they have read, understand and agree to abide by these policies and rules. This includes the following statement: ‘As a condition of my potential nomination or candidacy, I agree that I will not initiate, encourage, accept or endorse conduct on behalf of my potential nomination or candidacy which is in violation of the policy relating to the election as adopted by the Board. To violate this policy may result in revocation of my nomination or candidacy for office.
• PMI Communications with Candidates. The President and CEO, and staff assistance, shall direct all administrative communications to potential nominees, nominees and candidates.
• Violation of Election Activity Rules of the Board. Any alleged violations of these Rules shall be Any alleged violations of these Rules shall be addressed in accordance with Bylaws Article VI, Section C, 6: ‘Disputes’.

Service on the board requires a significant time commitment. Each term is 3 years. The minimum annual time commitment includes virtual meetings throughout the year plus travel to, preparation for, and participation in 3 to 4 in-person board meetings, each 3 days in length, plus 1 to 3 days for in-person board standing committee and/or task team meetings. Depending on the current work and meeting schedule of the Board, it can be as high as 40 hours per month. 

While service begins on 1 January, onboarding activities commence after the election, and elected directors are required to participate in the new director orientation as part of the October 2023 PMI Board of Directors meeting, at PMI’s expense. 

Newly elected directors will also need to dedicate an additional 8 days, plus travel and preparation, for required professional development. Directors are expected to complete this professional development either in the last quarter of the year in which they are elected, or during the first year of their first term.  

Before submitting your completed forms, please reflect and consider if you possess the expected candidate characteristics, if you are able to abide by Rule of the Board 12.1, Board Member’s Code of Conduct and, if elected, if you have the necessary volunteer time to help ensure the continued success of the Institute.

Ballot candidates are selected by volunteers on PMI’s Nominating Committee. The nomination process is designed to create a team that possesses the full complement of skills necessary to fulfill the mission, strategic priorities, and goals of PMI. Ultimately, the Nominating Committee is looking for members who can shape the future of PMI.

In addition to the general criteria noted in the Rules of the Board above, the Board of Directors completes an annual needs assessment to determine specific attributes that would be beneficial for new Board Directors.

The responsibilities and mission critical competencies of a successful PMI Board Director include, but are not limited to, the following:

• Shaping the future of PMI with long-term strategic thinking and transformational leadership.
• Creating new and better ways for the organization to be successful.
• Taking a broad view when approaching issues; using a global lens.
• Effectively building formal and informal relationship networks inside and outside the organization.
• Recognizing the value that different perspectives and cultures bring to an organization.
• Stepping up to address difficult global issues.
• Operating effectively, even when things are not certain, or the way forward is not clear (agile practices).
• Gaining the confidence and trust of others through honesty, integrity, authenticity and empathy.
• Relating openly and comfortably with diverse groups of people.
• Painting a compelling picture of the vision and strategy that motivates and commits others to action.
• Creating a set of long-term financial goals.
• Establishing explicit governing policies.

We also hope to inspire members around the globe to consider nomination so that we may enhance the Board’s inclusive representation.

PMI members in good standing for two consecutive years (when service begins on 1 January 2024) interested in seeking a nomination need to submit:

Candidate Acknowledgement Form
Initial Nomination Evaluation Form
Curriculum Vitae Guidelines

Send any inquiries and required forms to [email protected] by 5PM EST on 28 February 2023.