Summarized Board Meeting Minutes Orlando, FL USA – October 2015
At their October 2015 Board Meeting, Chaired by Steve DelGrosso, the Board:
Approved a 2016 grant to the PMI Educational Foundation in support of the accompanying PMIEF 2016 Grant Request for Funding from PMI.
Resolved: that the Board approves the Level 1 Risk Policy as set forth in Appendix A to this motion. This motion is effective immediately.
Approved the following marked changes to Rules of the Board:
Rule 6.4.3: Board committees are to help the Board do its job, never to help or to advise the staff. Committees ordinarily will assist the Board by preparing policy or analyzing alternatives and implications for Board deliberations. In keeping with the Board’s broader focus, Board committees will normally not have dealings with current staff operations. Board committees may request information or assistance from the President and CEO or the committee staff liaison, consistent with the performance of the purpose and achieving the deliverables defined in the committee charter.
Rule 6.6.4. g) President and CEO will be responsible for identification of candidates to be brought to the Board for appointment to serve on the Nominating Committee from Board Committee Principles 6.6.4 g) to Nominations and Elections of Directors of the PMI Board of Directors, Rule 6.0.10.
Rule 6.6.11 a) Committee Member Term. A committee member is appointed for the term of the committee as defined in it’s the committee charter or for one year, whichever is shorter
a) Reappointment to a Second Term. The Board may approve a maximum of two terms in total for a committee member subject to the member being evaluated and recommended by the BVAC against all other nominations.
f) Vacancies. In the case of a vacancy, resignation, or removal of a committee member, the Chair may appoint another qualified individual to fill the vacancy for the unexpired portion of the term. The time of service of an unexpired term does not apply to the length of terms specified in paragraph 6.6.11 a).
Rule 6.8.2 The PMIEF Quarterly Report funding requests and reports to the Board will be reviewed by the Audit and Performance Oversight Committee (APOC) prior to distribution to the Board. Rule 6.8.3* PMI will provide support to disaster relief through the PMIEF and other entities
Rule 12.1.1 8) Sitting members of the Board shall not be eligible to receive any PMI or PMI Component organization related award during their tenure on the Board…”.
Approved the 2016-2017 Program Plan and Budget.
Approved the Level 1 Strategic Framework Policy that includes four primary strategic activities:
- Analysis and Strategic Input performed by the President and CEO
- Strategy Direction and Approval performed by the PMI Board of Directors
- Strategy Implementation performed by the President and CEO
- Strategy Assurance performed by the PMI Board of Directors
Approved the Strategy Development Oversight Committee (SDOC) Transition Charter with a term of service from 8 October 2015 through 30 April 2016.
Approved the Strategy Oversight Committee (SOC) Charter* with a term of service from 1 May 2016 through 31 December 2016 that will include in its composition a member of the Board Composition and Governance Task Team to provide continuity with the transition from current state to future state.
Approved the extension of the Board Composition and Governance Task Team to serve through 31 January 2016 as a knowledge resource to the President and CEO and Strategy Development Oversight Committee (SDOC) during the transition from current state to future state, as may be requested.
Approved adding to the PMI Board – President and CEO Relationship Rule of the Board, 9.0.5 d) 9) “Provides analysis and strategic input to the Board and implements strategy per the Level 1 Strategic Framework Policy (Attachment A). This Rule will become effective immediately
Approved replacing the current Rule of the Board, 6.0.3 with the following:
6.0.3 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 (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*:
- 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.
- 5+ years professional global experience
For example: Worked or governed in multi-national organizations, academia or NPOs that have global reach; worked in a different country than where born; or worked with different cultures and teams from different countries.
- 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
- 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.
- 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.
- 5+ years senior management level experience
For example: Senior management position in a corporation, non-profit and/or academic institution; managing teams; responsible of day to day activities; having budgetary responsibilities; establishing performance targets.
- Board/governance experience
For example: Strategic dialogue and decision-making; fiduciary oversight; good governance practices; dealing with CEO matters; succession planning.
- 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 illustrative…other examples may be relevant.
In addition to every candidate possessing all of the above characteristics, the total composition of the Board should strive to be reflective of the diversity existing in the global project management marketplace in respect to gender, culture, geographic location, and stakeholder groups.
The Governance Committee will annually review the expected candidate criteria in Rule of the Board 6.0.3 a) through h) to ensure the criteria are current and relevant and present any recommendations for change to the Board for discussion and vote. This motion will be effective immediately.
Approved the 2016 Global Accreditation Center (GAC) charter including an updated purpose, new composition, committee service terms and other administrative revisions and that current open GAC positions will be evaluated by the 2015 BVAC Committee and brought to the Board for approval via the Unanimous Written Consent process later this year.
Approved the 2016 GAC charter that officially sunsetted the GAC Bylaws and Memorandum of Understanding between PMI and GAC.
Approved the addition of the Global Accreditation Center (GAC) to the Board Level 1 Candidate Criteria for PMI Board Appointees Policy.
Approved the following Consent Calendar for Approval items:
- May 2015 PMI Board Meeting Minutes
- Petition to Retain Existing PMI Organization Centre Limited (India) Financial Year
- Dissolution of the Ethics Appeals Committee (EAC) and revised Ethics Case Procedures (see Tab 10)
- 2016 Audit and Performance Oversight Committee (APOC) Charter
- 2016 Board Volunteer Advisory Committee (BVAC) Charter
- 2016 Certification Governance Council (CGC) Charter
- 2016 Ethics Review Committee (ERC) Charter
- 2016 Governance Committee (GovCom) Charter
- 2016 Nominating Committee (NomCom) Charter.
Mark Dickson, MBA, PMP, FAICD