PMI Board of Directors Nominations

PMI Board Director Success Profile

In addition to the general criteria noted in the Rules of the Board 6.0, the PMI Board of Directors conducts an annual needs assessment to determine which skills are most valuable for new Directors. The current desired key skills for a successful PMI Board Director include:

• Strategic thinking and transformational leadership
• Driving innovation and organizational success
• Applying a global perspective to issues
• Building strong internal and external relationships
• Valuing diverse perspectives and cultures
• Addressing complex challenges decisively
• Operating effectively in uncertainty
• Demonstrating integrity, authenticity, and empathy
• Engaging comfortably with diverse groups 
• Communicating a compelling vision and strategy 
• Setting long-term financial goals
• Establishing clear governance policies

PMI Board Service Time Commitment

Serving on the PMI Board of Directors requires a significant time investment. Directors serve a three-year term, and at a minimum are expected to:

• Attend four in-person global Board meetings annually.
• Commit up to 40 hours per month for Board-related work.
• Participate in regular virtual Board Standing Committee and task team meetings.
• Join additional in-person meetings as needed.

Additional commitments for newly elected Directors include:

• Attend New Director Orientation (pre-term).
• Attend October and December in-person Board meetings (pre-term).
• Complete a required professional development program and pass associated exams within the first year of their first term.

Note on Travel Logistics: Directors are responsible for travel arrangements and time away from work to attend in-person meetings. Meetings typically span multiple days, and travel may require international flights and overnight stays. Please consider these factors when assessing your ability to meet the time commitment.

Eligibility & Qualifications

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

Download full PMI Bylaws

PMI 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.

PMI Bylaws, Article VI: Section B. Directors 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 meetings 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.

PMI Board Nominations and Election Rules

Chapter 6 of PMI’s Rules of the Board governs the nomination and election process for the PMI Board of Directors. Relevant details are excerpted below, or you can download the full Rules of the Board.

Download full Rules of the Board

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’.