Summarized Board Meeting Minutes National Harbor, MD USA – October 2010
The PMI Board of Directors approved a formal expression of their appreciation and thanks to the Candidate Task Team, namely: Louis Mercken, Chair; Yanping Chen, Iain Fraser, Bill Moylan, Linda Vella, Kathleen Romero and Dot McKelvy for efficiently and effectively executing their Team deliverables to identify an executive search firm, screen candidates and recommend final candidates for presentation and interview with the full PMI Board. The Team’s work culminated in the selection and approval of a new President and CEO for which the Board exercised due diligence to conduct a global search and can proudly stand behind.
The Board resolved that the Board suspends the requirements of Rule of the Board 8.0.4 permitting a motion regarding Diane White’s participation in the PMI Leadership Institute’s Master Class to be made at this Board meeting without 15 days notice and without a formal Agenda Topic Template.
The PMI Board of Directors suspended Rule of the Board, PMI Board Member’s Code of Conduct 12.1.1 b) 3) ‘Apart from the member’s Board or Committee assignment, no PMI Board or Committee member may engage in any volunteer activity in PMI or any PMI component organization, including but not limited to holding office and/or actively participating in an organization’s training or other professional programs’ to permit Diane White to continue to participate in the PMI Leadership Institute’s Master Class to allow her to graduate there from. This suspension is for the period from January 1, 2011 through to her graduation in 2011.
The PMI Board of Directors approved the 2011-2012 Program Plan and Budget, which includes a USD $139.7 million operating budget for 2011.
The PMI Board of Directors approved the following changes to Rule 6.5.6 a) PMI Board Standing Committees and Task Team: The Governance Committee is chaired by the Chair of the PMI Board and consists of the PMI Chair, Vice Chair, Secretary-Treasurer, Chair of the Strategic Planning and Program Alignment (SPPA) Committee and President and Chief Executive Officer. The Governance Committee is accountable for coordinating the work of the other Standing Committees / Task Teams, for acting as the communications conduit to and from the PMI Board and the PMI Board's committees and Task Teams, for recommendations to the PMI Chair for the PMI Board's agendas, the development of the PMI Board's governing capacity, and for the maintenance of the PMI Board - President and Chief Executive Officer relationship and 6.5.6 b) The Strategic Planning and Program Alignment Committee (SPPA) is chaired by a Director who is elected under the procedures set forth in Chapter 7 of these Rules…
The PMI Board of Directors approved the following changes to Rule 7.0.2. Officer Positions and PMI Board Standing Committee Chairs. The Officer positions are as described in the Bylaws and elected annually by the Board. The PMI Chair shall chair the Governance Committee and the Secretary-Treasurer shall chair the Performance Oversight Committee. The Board shall also elect a member, who is not an Officer as described in the Bylaws, to serve as Chair of the Strategic Planning and Program Alignment Committee (SPPA). As used herein the term "Committee Chairs" means the Officers in their roles as Chairs of the PMI Board Standing Committees and the Chair of any other PMI Board Standing Committee that the PMI Board may from time to time create.
The PMI Board of Directors approved the following changes to the Rule of the Board 6.1.4 to permit the Chair to assign Board communications processes to another member of the Board in addition to the Vice Chair: “Strategic issues/concerns shall be routed to the Vice Chair of the PMI Board or another Director as designated by the PMI Chair for assignment to a PMI Board Director and shall be logged and tracked by the Executive Assistant to the President and CEO, with the final communication posted to the Board Online Community Communications Folder
The PMI Board of Directors approved adding Rule 6.6.2 c) Board Liaison Appointments. Annually, the PMI Chair shall appoint a Board liaison to each Board Support Committee to fulfill the functions as stated in the charter
The PMI Board of Directors approved the following changes to Rule 9.5. b) Accordingly, the Governance Committee manages the relationship with the President and CEO on behalf of the PMI Board. The Vice Chair, on behalf of the Governance Committee will be the primary contact for executing the Level 1 Policy and Procedure addressing President and Chief Executive Officer Objective Setting, Performance Evaluation & Compensation Adjustment. An independent organizational development/human resource specialist, to ensure that it is effectively measuring the performance of the President and Chief Executive Officer, will periodically review the evaluation process. The intent of the evaluation is to assess the achievement of the President and Chief Executive Officer objectives, and to further develop the competencies of the President and Chief Executive Officer.
The PMI Board of Directors approved the addition of “Support new/emerging programs that are supported by a business case and will provide additional value to PMI, as approved by the PMI Board to 13.1.5 d) 2).
The PMI Board of Directors approved the following addition to Rule of the Board 9.5 e) To further ensure a professional relationship between the PMI Board and key staff, the President and CEO will annually solicit feedback from the Board through the Governance Committee regarding key staff, as determined by the President & CEO thorough a process to be established by the CEO.
Per the 2010 Nominating Committee’s recommendation, the PMI Board of Directors concurred with the removal of the requirement for candidates to submit a vision statement from Rule of the Board 6.0.4. f) 5).
The PMI Board of Directors approved inserting in to Rule of the Board 6.0, Nomination and Election of Directors of the PMI Board 6.0.4 a) Nominations for the Nominating Committee’s consideration cannot be submitted by the member seeking a position but rather by another two (2) members in good standing. All nominations must include completed forms or other required documentation as published in the call. This motion will become effective upon approval.
The PMI Board of Directors approved replacing the current Rule 6.0.7 b) with the following language: “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], meeting announcements, all social networks, etc.) are prohibited. If candidates have questions regarding communications, they should seek advice from the Nominating Committee or staff before Last Revised: 4 November 2010 Page 3 of 3 responding to any communication. Candidates may not make reference to any other candidate or any existing or past Directors. Furthermore, Rule of the Board 6.7 c) is replaced by the following: “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.
The PMI Board of Directors approved the Consent Calendar for Approval that contained the following items:
- May 2010 PMI Board Meeting Minutes
- 2011 Performance Oversight Committee Charter
- 2011 Strategic Planning & Program Alignment Charter
- 2011 Certification Governance Council Committee Appointments
- 2011 Ethics Appeals Committee Appointments
- 2011 Ethics Review Committee Appointments
- 2011 Nominating Committee Appointments
- 2011 Volunteer Appointee Committee (VAC) Appointments
- 2011-2013 PMIEF Board Appointments
- 2011 CIAC Appointments
- 2011 Certification Governance Council (CGC) Charter
- 2011 Ethics Appeals Committee Charter
- 2011 Ethics Review Committee Charter
- 2011 Nominating Committee Charter
- 2011 Volunteer Appointment Committee Charter
- 2011 Global Accreditation Council Charter
- 2011 CIAC Charter.