Apra Metro DC Chapter Bylaws

Adopted 1990 | Amended 1992 | Amended 1996 | Amended 2015 | Amended 2019

Article 1 – Name of Organization

The name of the organization shall be the Association of Professional Researchers for Advancement Metro DC (hereinafter referred to as Apra Metro DC) which will operate as a local chapter of the Association of Professional Researchers for Advancement (hereinafter referred to as Apra), a private 501(c)(6) non-profit association.

Article 2 – Purpose and Method

Apra Metro DC is a local chapter of an international organization for individuals interested in the profession of Prospect Development, which includes such activity such as fundraising research, analytics, and relationship management. The goals of this organization are to facilitate education, encourage professional development among its members, and advance cooperative relationships.

Article 3 – Membership

The Apra Metro DC membership will be open to individuals who seek to foster a positive association with the philanthropic community, whose terms of affiliation will not be contrary to the goals of Apra Metro DC, and who will uphold the responsibilities and integrity of the association without conflict of interest.

To join and remain part of the chapter’s membership, an individual will be required to pay membership dues on an annual basis. The amount of dues will be set by the Board of Directors during the final meeting of the preceding calendar year. Apra Metro DC members will receive invitations to networking and educational events, including discounted rates to certain events, and access to members-only content.

Chapter Members may resign their membership from Apra Metro DC at any time by giving written notice to the President of the Board of Directors. Any resigning Member shall continue to be responsible for the payment of all personal Membership Dues and other charges until the end of the year of such Member’s resignation, whether those dues are paid for by the individual directly or indirectly.

Membership in Apra Metro DC may be terminated for “cause,” which means violation of these Bylaws or any rule or practice of Apra. Termination shall be effected only upon two-thirds vote of the entire Board of Directors; provided that the Member shall have been furnished a full statement of charges against such Member and shall have been afforded adequate opportunity for a hearing thereon. In addition, any Member who becomes ineligible for membership or who is more than thirty (30) days in default in the payment of any dues or charges shall have her/his membership terminated automatically. In special circumstances, such termination may be delayed by the Board of Directors. Future reinstatement may be considered by the Board of Directors on a case-by-case basis. Any Member who is terminated for any reason will not be entitled to a refund of dues paid.

Article 4 – Board of Directors

Section A. Board Membership

Apra Metro DC shall be governed by an elected Board of Directors of at least six (6) representatives of Apra Metro DC, all of whom must be current chapter members in good standing. The membership status of Directors will be reviewed annually during the fall Board Meeting by the Membership Chair, who will notify any Directors whose membership has lapsed.

Section B. Terms of Office

A term consists of two (2) years of service, excluding the President Elect and Immediate Past President, whose terms consists of one (1) year of service. The term of office shall conform to the fiscal year ending April 1 (e.g., if elected in 2014, a term would run from April 2, 2014 to April 1, 2016).

Directors will serve no more than four (4) consecutive terms. The President will serve a lifetime maximum of two (2) terms in that role. Former Board members must have a minimum of a one (1) year break in service from the Board to be eligible for re-election. The Board of Directors may overrule any term limits by a majority vote, including this break requirement. Partial terms do not count towards term limits.

Section C. Voting

Each elected Board member shall have an equal vote of exactly one (1). In the event that a Director is unable to attend a Board Meeting, he or she may notify the President or Secretary in advance via e-mail of their vote. Otherwise, the Director forfeits their vote.

Section D. Election of Directors

Nominations shall be directed to the President from either a fellow Director or a chapter member. Self-nominations are permitted, but the nomination must be seconded by a current Director. Nominees must indicate an interest in one of the positions outlined in Article 4, Section F. Nominations are accepted on a rolling basis, and are voted on at the next Board Meeting.

Elections will be staggered to avoid full turnover of the board. The President, Secretary, and Treasurer will be elected in odd years; the Programming, External Relations, and Membership Directors will be elected in even years.

A quorum of no less than one-half of the current Directorship must be present to conduct an election. Nominees receiving a majority approval via a roll call vote at the meeting will be invited to join the Board. The President will notify the nominee of the outcome of the vote. Elected Directors will participate at the next Board meeting, but may begin their responsibilities immediately after their election.

Section E. Vacancies

A vacancy on the Board shall occur when and if a Director is unable to perform her/his duties, resigns, fails to renew her/his membership for a period of one year, or whenever the Board shall elect to increase its Directorship. Any Board member may be removed by a two-thirds (2/3) majority vote of the Board whenever, in their judgment, the best interests of Apra Metro DC would be served by such removal.

Additionally, any Director who is absent from two (2) consecutive meetings will be notified by the President that their Directorship may be reviewed at the subsequent meeting. Upon consideration of the Board, the absent Director may be removed from office by a majority vote of the Directors in attendance, at which point their position will be deemed vacant.

When a vacancy occurs, the Board and/or the membership may nominate a replacement, according to the rules outlined in Article 2, Section D. The elected Director will complete the remainder of term of the former Director or the full term of the newly created position. If serving a partial term, the Director must be re-elected to that position or elected to a new position according to the procedure outlined in Article 2, Section D, in order to continue serving on the Board.

Section F. Structure of the Board

The Board shall be comprised of at least six (6) Directors. The President, Secretary, Treasurer, and President-Elect are Officers. The President-Elect must, and other Directors may, agree to serve in multiple roles on the board concurrently, as needed.

President* – Chairs all meetings, acts as a spokesperson of the chapter membership, and sets the agenda for the Board meetings. Oversees and guides the operation of the Board and represents the chapter on the national level. To be eligible for this position, candidates must be current Board members who have completed at least one 2-year term of service.

Treasurer* – Ensures the chapter’s account remains in a positive balance and that all bills incurred by the chapter are paid promptly. Processes all checks and credit card payments for the chapter and maintains the financial records of the chapter. Provides financial update to Board at least quarterly.

Secretary* – Promptly schedules all board meetings at the direction of the President. Drafts, distributes, and archives meeting notes.

Programming Director* – Collaborates with the Board and Programming Committee to design and implement an annual event schedule comprised of educational and social events, including the annual chapter conference. Oversees the Programming Committee, comprised of chapter member volunteers; the exact number, purpose, and composition of the committee shall be left up to the discretion of the Programming Director with the approval of the Board. The Programming Director assumes the responsibilities of any vacant Programming Committee roles/responsibilities and must be present at all chapter events.

External Relations Director* – Collaborates with the Board and Communications Committee to execute the external branding, marketing, and messaging of the chapter, including management of vendor-financed sponsorships and the annual scholarship process. Oversees the Communications Committee, comprised of chapter member volunteers; the exact number, purpose, and composition of the committee shall be left up to the discretion of the External Relations Director with the approval of the Board. The External Relations Director assumes the responsibilities of any vacant Communications Committee roles/responsibilities.

Membership Director* – Responsible for the proactive recruitment and retention of members, the maintenance of an accurate membership list, welcoming new members, contacting lapsed members, and providing membership registration at all events. Reports to the Board on matters of membership status at least quarterly. Oversees the Membership Committee, comprised of chapter member volunteers; the exact number, purpose, and composition of the committee shall be left up to the discretion of the Membership Director with the approval of the Board. The Membership Director assumes the responsibilities of any vacant Membership Committee roles/responsibilities.

President-Elect – Shadows and assists the outgoing President in all Presidential responsibilities during the final year of the President’s term. Performs the duties of the President in the event of the President’s inability or refusal to serve. Upon the completion of the term of the then President, the President-Elect automatically assumes the office of the President. If the President-Elect is unable or unwilling to assume the office of President, the Board will elect the President. The President-Elect must be a current Director when elected and continue to fulfill this Director role during their term as President-Elect.

Immediate Past President – Provides advice and support to current President and other Directors. Continues to help with speaker recruitment and networking responsibilities. The Immediate Past President is eligible to fill any vacant position on the Board, while still abiding by the term limits identified in Article 4, Section B.

*Positions may not be vacant. The President may make an interim appointment from the current Directorship during periods of vacancy. If no one can assume the additional responsibilities, the President will fulfill the role(s).

Section G. Meetings

The Board of Directors for Apra Metro DC shall meet at least four (4) times during the fiscal year, ending April 1, at such times as may be deemed appropriate by a majority vote of the Board. Not less than one-half of the elected Directors shall be required in attendance to constitute a quorum, with not less than a majority of those present voting in order than an issue be approved and/or ratified.

Additionally, the Board shall hold an Annual Business Meeting for all chapter Members within one month of the end of each fiscal year. The meeting may be held in person or virtually. All chapter Members in good standing shall be notified, either via postal mail or electronically, with an invitation to attend no less than two weeks (14 calendar days) before the meeting.

Section H. Power and Authority

The Board of Directors shall have the ultimate authority to make and execute all rules, policies, and/or decisions necessary in order to conduct the affairs of Apra Metro DC in an efficient manner.

Article 5 – Amendments to the Bylaws

The bylaws of Apra Metro DC may be amended as deemed appropriate by majority vote of the Board.