Dear Members,

We propose the following new bylaws to be voted on during our annual meeting in early 2025.

You can submit your questions using the form below. The questions and their answers will be added anonymously in the column to the right.

Section 1. Name/Non-Profit Incorporation.

This organization shall be called the Project Management Institute Switzerland Chapter (hereinafter “the PMI Switzerland Chapter” or “the Chapter”). This organization is a chapter chartered by the Project Management Institute, Inc. (hereinafter “PMI®”) and separately incorporated as a non-profit professional association organized under the laws of Switzerland, Art. 60ff. ZGB.

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. Legal Jurisdiction.

The PMI Switzerland Chapter shall meet all legal requirements in the jurisdiction(s) in which the PMI Switzerland Chapter conducts business or is incorporated/registered.

Section 3. Principal Office; Other Offices.

A. The PMI Switzerland Chapter principal office shall be in a physical location in Switzerland at the choosing of the PMI Switzerland Board of Directors (hereinafter “the Board”).

B.The Treasurer may propose a new location to the Board which must be approved by majority vote by the Board; the membership shall be informed accordingly. The PMI Switzerland Chapter may have other offices such as Branch offices as designated by the PMI Switzerland Board of Directors.

PMI Switzerland comment:
Art.I §3 : The proposal is to avoid reference to a physical location and describe procedure to change location. All reference to the actual physical location will be documented in the Chapter Charter with PMI

Section 1. Responsibilities.

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

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. Compliance of Bylaws.

The bylaws of the PMI Switzerland 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.

The terms of the Charter executed between the PMI Switzerland 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 Switzerland Chapter shall be governed by and adhere to the terms of the Charter.

Section 1. Purpose of the PMI Switzerland Chapter.

A. General Purpose. The PMI Switzerland Chapter has been founded as non-profit, professional association, chartered by PMI®, and is dedicated to advancing the practice, science, and profession of project management in a conscious and proactive manner.

B. Specific Purposes. Consistent with the terms of the Charter executed between the PMI Switzerland Chapter and PMI® and these Bylaws, the purposes of the Switzerland Chapter shall include the following:

1. To foster professionalism in the management of projects.
2. To contribute to the quality and scope of project management.
3. To stimulate appropriate global application of project management for the benefit of general public.
4. To be recognized and respected throughout Switzerland as the leading association for advancing excellence and professionalism in project management.
5. To promote Project Management as a discipline to advance the position of Project Managers in their profession and contribute to organizational success and business results.
6. To foster the network of project management practitioners in Switzerland to promote professional contacts, share experience and knowledge.
7. To provide a national competence center on project management as a single point of contact and a knowledge repository.

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. Limitations of the PMI Switzerland Chapter.

A. General Limitations. The purposes and activities of the PMI Switzerland Chapter shall be subject to limitations set forth in the charter agreement, these Bylaws, and conducted consistently with the PMI Switzerland Chapter Articles of Incorporation.

B. The membership database and listings provided by PMI® to the PMI Switzerland 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 Switzerland 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.

C. The officers and directors of the PMI Switzerland 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 law.

Section 1. General Membership Provisions.

A. Membership in the PMI Switzerland Chapter requires membership in PMI®. The PMI Switzerland Chapter shall not accept as members any individuals who have not been accepted as PMI® members.

B. Membership in this organization shall be open to any eligible person interested in furthering the purposes of the organization. Membership shall be open to all eligible persons without regard to race, creed, color, age, gender, sexual orientation, marital status, national origin, religion, or physical or mental disability.

C. Members shall be governed by and abide by the PMI Bylaws and by the bylaws of the PMI Switzerland Chapter and all policies, procedures, rules and directives lawfully made thereunder, including but not limited to the PMI Code of Conduct.

D. All members shall pay the required PMI® and PMI Switzerland 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 Switzerland Chapter.

E. Membership in the PMI Switzerland Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.

F. Members who fail to pay the required dues when due shall be delinquent and their names removed from the official membership list of the PMI Switzerland Chapter. A delinquent member may be reinstated by payment in full of all unpaid dues plus the applicable application fee for PMI® and the PMI Switzerland Chapter to PMI®.

G. Upon termination of membership in the PMI Switzerland Chapter, the member shall forfeit any and all rights and privileges of membership.

H. A member may be expelled from the PMI Switzerland Chapter for behavior harming the Chapter, following a formal hearing by the Board. A three-fourths (3/4) majority of the Board is required to expel a member from the Chapter. The formal procedures for such a hearing will be defined as part of the parliamentary procedures for the Board.

I. All PMI Switzerland Chapter members in good standing are eligible to vote on all matters presented to Chapter membership. In addition, all PMI Switzerland Chapter members meeting the qualifications are eligible to run for, and hold, a nominated or elected position.

Member question :  no question so far. Raise your question using the form on the top of the page. 

PMI Switzerland comments:
Art.IV §1F : Current Bylaws contain the text “…for a period of one (1) month…” but this text is removed because it is neither recommended by PMI nor required by Swiss Law, and PMI Switzerland Chapter does not own dues collection.

Section 2. Classes and Categories of Members.

The PMI Switzerland Chapter shall not create its own membership categories. PMI Chapter membership categories shall be consistent with PMI® membership categories.

Section 1. The Board.

A. The PMI Switzerland Chapter shall be governed by a Board of Directors (Board). The Board shall be responsible for carrying out the purposes and objectives of the non-profit association.

B. The Board shall consist of the officers of the PMI Switzerland Chapter elected by the membership and shall be members in good standing of PMI® and of the PMI Switzerland Chapter.

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. The Board Term Durations.

A. Terms of office for the Officers shall be two (2) years. These positions are staggered so that some Board members are elected each year.

B. No one person may hold the same office or role on the Board for more than two (2) consecutive terms.

C. No one person may be elected to the Board for more than three (3) consecutive terms.

D. Referring to Article V, Section 13, the Board may open a less-than-full-term position to a general election in order to fill a vacancy.

Member question :  Does this mean a person would have to step down from a specific role after serving a consecutive 2 terms (4 years) in that role?

PMI Switzerland answer: Correct. the revised Bylaws introduces term limits

PMI Switzerland comments
(B, C) is PMI recommendation.

Section 3. Members of the Board.

A. The PMI Switzerland Chapter Board shall have at least five (5) members. 

B. The definite number of members on the Board will be determined by the Board itself at least ninety (90) days before the end of the business (calendar) year, and announced to the membership by the Nominations Committee during the call for candidates.

C. The following three (3) roles are required and will be performed by three (3) of the elected members of the Board. One (1) person cannot fulfill more than one (1) role, nor can one (1) role be shared between individuals.  The roles and responsibilities of the remaining members of the Board will be defined by the Board itself at the first Board meeting, before the Annual Members Meeting, where the election results are approved: 

• President
• Treasurer
• Secretary

D. The Board members shall carry the title of either President (Board President) or Vice President (all other Board members).

E. All Chapter officers must be members in good standing of PMI ® and of the PMI Switzerland Chapter.

F. Any candidate for a Board office must meet the following minimum requirements:

• either a university diploma and at least three (3) years of experience in the role of a project manager, or at least five (5) years of experience in the role of a project manager
• have served as a PMI Switzerland Chapter volunteer (elected officer, appointed officer, committee member or task force volunteer) for at least six (6) months within the past two (2) years
• be endorsed by two (2) Board of Director members
• be endorsed by the Nomination Committee who will assess if the candidate meets the criteria

G. Certification as a PMI ® or PMP ® or other Project Management itself is not a requirement for any Board office, but is strongly recommended.

Section 4. The President.

A. The President shall be the chief executive officer for the PMI Switzerland Chapter and of the Board and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board. The President shall also serve as a member ex-officio with the right to participate and vote on all committees except the Nominating Committee.

B. The Board officer who is selected as Chapter President should have previously served at least one (1) full term on the Chapter Board within the past four (4) years.

Section 5. The Secretary.

The Secretary shall keep the records of all business meetings of the PMI Switzerland Chapter and meetings of the Board.

Section 6. The Treasurer.

The Treasurer shall oversee the management of funds for duly authorized purposes of the PMI Switzerland Chapter.

Section 7. Appointed Chapter Officers.

Any Board member may propose the appointment of additional Chapter Officers. This appointment must be approved by a simple majority of the Board members. Appointed Chapter Officers report to the Board, but do not have voting rights for Board decisions. Appointed Chapter Officers act on behalf of the Board, i.e., by leading key projects, initiatives, committees and/or task forces.

Section 8. Board Powers.

The Board shall exercise all powers of the PMI Switzerland Chapter, except as specifically prohibited by these bylaws, the PMI Bylaws and policies, its charter with PMI®, and the laws of Switzerland and the Canton where the Chapter office is located. 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 Switzerland business and funds.

Section 9. Board Meetings.

The Board shall meet at the call of the President, or at the written request of three (3) members of the Board. A quorum shall consist of no less than one-half (1/2) of the membership of the Board at any given time. Each member shall be entitled to one (1) vote. At its discretion, the Board may conduct its business virtually or by other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

Section 10. Declaring Board Vacancies.

A. The Board of Directors may declare an officer or Director at Large position to be vacant where:

• an officer or Director at Large ceases to be a member in good standing of PMI® or of the PMI Switzerland Chapter by reason of non-payment of dues; or
• the officer or Director at Large fails to attend two (2) consecutive Board meetings without prior excuse and/or proxy representation (e.g., through an approved deputy).

B. An officer or Director at Large may resign by submitting written notice to the President or 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 the written notice.

Section 11: Removal of Officer or Director at Large.

An elected or appointed officer or Director at Large may be removed from office for just cause in connection with the affairs of the organization by:

• a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or
• a two-thirds (2/3) vote of the Board.

Section 12: Appointing a Deputy.

A. The President, Secretary, and Treasurer must name a deputy; all remaining Board members are strongly encouraged to name a deputy. This must be made either at a previous Board meeting, or in writing (e.g., email) addressed to the full Board.

B. Deputies will have the full rights of the Board member they deputize, inclusive voting rights and counting for the quorum of a Board meeting.

C. The deputy of a Board member and the duration of the deputy function must be approved by majority vote of the Board.

Section 13: Appointing a Successor.

A. If any officer or Director at Large position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position.

B. In the event the President is unable or unwilling to complete the current term of office, the previously appointed deputy (see previous section) shall assume the duties and office of the presiding officer for the remainder of the term.

C. The Board may call for a special election by the chapter’s membership to fill the vacant position for the remaining duration of that position.

Section 1. Annual Elections.

A. The nomination and election of officers and directors shall be conducted annually in accordance with the requirements contained in these Bylaws, including Article IV, Section 1 and Article V, Section 2 and this Article VI.

B. All members in good standing of the PMI Switzerland Chapter shall have the right to vote in the election.

C. Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, sexual orientation, marital status, national origin, religion, physical or mental disability, or unlawful purpose is prohibited.

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. Inauguration.

Candidates who are elected shall take office on the first day of February following their election and shall hold office for the duration of their terms or until their successors have been elected and qualified.

Section 3. Determining the Outcome.

A. A Nominating Committee shall prepare a slate containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election.

B. Candidates for Board positions may also be nominated by petition process established by the Nominating Committee or the Board.

C. Elections shall be conducted:

• during the annual meeting of the membership; or
• by mail ballot to all voting members in good standing; or
• by electronic vote in compliance with the legal jurisdiction.

D. The candidate who receives a majority of votes cast for each office shall be elected.

E. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.

F. Each member will be instructed by email how to cast the electronic ballot. Each member will be able to cast X votes, where X is the number of Board and Committee offices which are open for election in the given period.

G. The eballot should be set up to allow for a minimum of twenty-one (21) calendar days for the voting to take place, and it should be closed no later than fifteen (15) calendar days before the next AMM where the results are relevant."

The election results will remain sealed until the close of the balloting period. The X candidates who receive the highest number of votes shall be elected.

H. In the event it is not possible to fill all available positions on the Board due to a tie whereby two or more candidates have received the same number of votes, then the Nominating Committee will declare a run-off (special) election, involving just the candidates in question.

I. A quorum for electronic elections of the PMI Switzerland Chapter is either five percent (5%) of the Chapter membership in good standing on the last day of the month prior to the opening of the electronic balloting site, or 75 votes tallied.

PMI Switzerland comments:
(H) is a recommendation to address situations when a tie occurs during election and winning results cannot be ascertained.

(I) is a recommendation with PMI approval, to prepare for the impact of Membership volume resulting from the implementation of Single Membership.

Section 4. PMI Switzerland Chapter Nominating Committee.

A. The Nominating Committee (also known as Elections Committee or Nominations Committee) consists of two (2) members who are elected by the membership and who each serve a term of two (2) years. The committee is accountable to the membership and acts independently from the Board.

B. At least one (1) past Chapter President in good standing shall have the right to be an additional member of the Nominating Committee without need for election by the membership.

C. The Nominations Committee is authorized to decide how to handle any event arising during the Elections process which is not specifically identified in these Bylaws.

Section 5. PMI Switzerland Chapter Nominating Committee Exclusion.

A. No current member of the Nominating Committee, including the Single Point of Contact, shall be eligible for inclusion in the slate of nominees prepared by the Committee.

B. Furthermore, to uphold the principle of fairness and prevent any conflicts of interest, no current member of the Nominating Committee may resign from their position on the committee with the intention to run for a Board Candidate position.

Section 6: Resource and Asset Exclusion.

A. In accordance with PMI® policies, practices, procedures, rules and directives, no funds or resources 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.

B. No other type of organized electioneering, communications, fund-raising or other organized activity on behalf of a candidate shall be permitted.

C. 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 1. Authorizing a Committee.

The Board may authorize the establishment of standing or temporary committees to advance the purposes of the organization. These committees and task forces are responsible to the Board.

The Board shall establish a charter for each committee, or task force, which defines its purpose, authority and outcomes.

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2.  Committee Member Appointments.

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

Committee and task force members shall be appointed from the membership of the organization. The Chapter officers and/or Directors can serve on the Chapter Committees, unless it specifically is restricted by the Bylaws. 

Section 1. The Fiscal Year.

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

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. Membership Dues.

The PMI Switzerland Chapter annual membership dues will be agreed upon between PMI® and the PMI Switzerland Chapter’s Board of Directors and communicated in accordance with policies and procedures established by PMI®.

PMI Switzerland comments
Blue text is PMI recommendation, preparing for the implementation of Single Membership. Chapter Advisory Board agrees.

Section 3. Financial Management.

The PMI Switzerland 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. Collections.

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

Section 1. Annual Membership Meeting (AMM).

An annual meeting of the membership shall be held at a date and location to be determined by the Board. Notice of all annual meetings shall be sent by the Board to all members at least 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.

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. Special Meetings.

Special meetings of the membership may be called by the President; by a majority of the Board; or by petition of five percent (5%) of the voting membership directed to the President. Notice of all special meetings shall be sent by the Board to membership a reasonable amount of time 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

PMI Switzerland comments:
Art.IX §2 : Blue text is PMI recommendation, preparing for the implementation of Single Membership.

Section 3. Quorum.

Quorum at all annual and special meetings of the PMI Switzerland Chapter shall be those members in good standing, present and in person.

PMI Switzerland comments:
Art.IX §3 : Blue text is PMI recommendation, preparing for the implementation of Single Membership.

Section 4. Meeting Procedure.

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

Section 1. Personal Profit or Gain.

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

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. Compensation.

No officer, director, appointed committee member or authorized representative of the PMI Switzerland Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the PMI Switzerland 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. Personal Conduct.

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

Section 4. External Contracts.

The PMI Switzerland Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of the PMI Switzerland Chapter and any corporation, partnership, association or other organization in which one or more of the PMI Switzerland Chapter’s members, elected officers or directors, 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 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 Board members who do not have an interest in the transaction or contract

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

Section 5. Duty to Disclose.

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 Switzerland 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.

Section 1. Indemnification Against Expenses and Liabilities.

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

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. Discretionary Indemnification.

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. Indemnification Insurance.

To the extent permitted by applicable law, the PMI Switzerland 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 Switzerland Chapter, or is or was serving at the request of the PMI Switzerland 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 1. Indemnification Against Expenses and Liabilities.

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

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. Discretionary Indemnification.

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. Indemnification Insurance.

To the extent permitted by applicable law, the PMI Switzerland 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 Switzerland Chapter, or is or was serving at the request of the PMI Switzerland 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 1. Failure to Comply.

In the event that the PMI Switzerland 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 Switzerland Chapter’s Charter and require the chapter to seek dissolution.

Member question :  no question so far. Raise your question using the form on the top of the page. 

Section 2. PMI® Notification to Chapter.

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

Section 3. Chapter Notification to PMI®.

In the event the PMI Switzerland Chapter is considering dissolving, the PMI Switzerland 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. Dispersal of Chapter Assets.

Should the PMI Switzerland Chapter dissolve for any reason, its assets shall be dispersed to an organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.

Section 5. Approval of Dissolution.

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