.png){kind=spacer}
Apra Virginia Bylaws
Approved 2024
Article I - Name of Organization The name of the organization is Apra Virginia (also Apra VA). The organization will operate as a local chapter of a private nonprofit association. Article II - Purpose and Method Apra VA is a local chapter of a national organization dedicated to people with an interest in the field of nonprofit fundraising, including but not limited to prospect research, prospect management, and data analytics. The goals of this organization are to facilitate education focused on research best practices that enable philanthropic success, serve as a source of information about prospect development, and to foster collaborative relationships within the advancement community. This will be achieved through regular meetings, held either virtually or in person at various locations across the Commonwealth of Virginia. Article III - Membership The Apra Virginia membership will be open to individuals who seek to foster a positive association with the community and whose terms of affiliation shall not be contrary to the goals of Apra Virginia and who shall uphold the responsibilities, integrity, and DEI initiatives of Apra VA without conflict of interest. Any person wishing to join Apra Virginia will pay dues for the membership year, which shall run January 1 through December 31. Due notices will be sent to active members in November. Members who have not paid or contacted the board about renewing membership by March 1 will be removed from the membership roster, but are able to renew at anytime throughout the year. New or lapsed members who pay dues and join following October 1 of the current calendar year will receive the balance of the current calendar year complimentary, and the paid dues shall be applied to the forthcoming calendar year. ARTICLE IV - Board of Directors Section A. Board Membership Apra Virginia shall be governed by an elected Board of Directors comprised of representatives of Apra Virginia to include four (4) Officers who are voting Apra Virginia members in good standing, at least four (4) but no more than eight (8) Directors who are voting Apra Virginia members in good standing, and two (2) non–voting Directors who are members of Apra Virginia in good standing. The total number of members of the Board shall not exceed 14. Section B. Terms of Office Each Director shall be elected through a process of nomination and under the authority of the bylaws of the association to serve one (1) but not more than five (5) consecutive terms, a term being one (1) year. With the exception of the positions of the Immediate Past President and Parliamentarian (nonvoting members). Furthermore, an Officer may be reelected only so long as they remain in good standing of both Apra Virginia, and is deemed by a majority of the Board to be eligible for continued membership. The term of office shall conform to the calendar year ending December 31. Each elected Board member shall have an equal vote of no more than one (1) and shall forfeit their vote during their absence at a regular board meeting, unless a proxy is submitted. In the event a Board member is unable to attend, they may submit their vote prior to the meeting to the Parliamentarian. The Parliamentarian, or Immediate Past President if the Parliamentarian is unavailable, will cast the proxy votes during the meeting. Section C. - Election of Officers/Directors The President–elect shall receive nominations three (3) months prior to start of new term. Elections will be determined by a majority of the membership during November. Officers’ terms begin January 1. Section D. - Vacancies A vacancy on the Board shall occur when and if a director becomes disqualified, is unable to perform their duties and/or board responsibilities, resigns, or whenever the Board shall elect to increase its membership. When a vacancy occurs, the Board will nominate and approve a new director to complete the term of the former director. Board members will help fill vacancies until a new director is appointed. Section E. - Structure of the Board The Board shall be comprised of Apra Virginia members, including no more than 14 members, of whom four (4) will be officers, up to (8) will be directors, and two (2) nonvoting director. Each board member shall be responsible for the maintenance of standard operating procedures for the functions of their position, in collaboration with members-at-large. Officers: President – chairs all meetings, acts as spokesperson of the membership of the local chapter, sets the agenda for the board meetings, and is the representative to professional organizations including but not limited to Apra MidAtlantic Region Chapter and Apra International. Assumes the duties of the Immediate Past President for one (1) term following service as President. President-Elect– receives nominations for office, acts as the president in their absence, and serves as a representative to professional organizations including but not limited to Apra MidAtlantic Region Chapter and Apra International. Assumes to duties of President for one (1) term, after serving one (1) term as President Elect. Secretary – takes minutes at all meetings, distributes agenda to members of the board as requested by the President. Shall partner with the Treasurer and President, to submit annual filings to include but not limited to State Corporation Commission, Virginia Department of Agriculture registry with the Office of Charitable and Regulator Programs (Viriginia Solicitation of Contributions Law), Sales Tax Exemption, Apra International quarterly reports and IRS 990. Treasurer – handles the financial accounts for Apra Virginia and works with the Secretary to submit annual filings included but not limited to State Corporation Commission, Virginia Department of Agriculture registry with the Office of Charitable and Regulator Programs (Virginia Solicitation of Contributions Law), Sales Tax Exemption, and IRS 990. Directors: Programs – secures speakers and locations for meetings and sets the agenda for these meetings, chairs the subcommittees responsible for planning meetings. This position will partner with at least one (1) member-at-large. Technology – oversees distribution of digital communications, manages website and other Apra Virginia technologies and tools, shares information for the Apra newsletter to the Apra board and responsible for updating and maintaining the Apra Virginia website and any additional forums, as necessary. Communications – crafts content and implements a social media strategy for the organization. This position will partner with Membership chair and at least one (1) member-at-large. Membership – maintains the Apra Virginia membership lists, oversees the recruitment, promotion, and retention of chapter members. This position will partner with at least one (1) member-at-large, Communications chair, and Immediate Past President. At-large member – promoting the chapter’s goals and providing partnership to other board members through service and/or leadership on board programs or initiatives. In the event of a director vacancy, an at-large member may fulfill the responsibilities of that position for the remainder of the term. There may be up to 4 at-large members. Non-voting Directors: Immediate Past President – assist the President as directed, serves as a liaison to membership, and assumes the role of Parliamentarian in their absence. This position serves one (1) term. Parliamentarian – will be the registered agent for annual filings, assist with maintaining Roberts Rules, and act as the proxy vote for absentee board members. Section F. - Board Meetings The Board of Directors for Apra Virginia shall convene at least every other month during the calendar year ending December 31 or at such times as may be deemed appropriate by a majority vote of the Board. These meetings may be held in conjunction with chapter meetings/workshops or separately as deemed appropriate by a consensus of the Board. Members may be invited to board meetings except during closed sessions. Any director who is absent from three (3) meetings, without reasonable or sufficient cause communicated to the President or Parliamentarian, may be removed from office upon consideration and majority vote of the Board. More than one-half (1/2) 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 that an issue be approved and/or ratified. Agendas, including any potential motions, shall be distributed at least 24 hours prior to the board meeting. Section G. - Powers 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 Virginia in an efficient manner. Article V - Amendments to the Bylaws The bylaws of Apra Virginia may be amended as deemed appropriate by majority vote of the board and will be shared with the chapter membership by including on the Apra Virginia website. Article VI – Membership Dues The Apra Virginia Board of Directors will set membership dues. Dues will be for the calendar year ending December 31. Notices for dues will be sent to active members in November and will be collected the following January but no later than March. If a member has not renewed or contacted the board about renewal by March 1 they will be removed from the membership roster. New or lapsed members who pay dues and join following October 1 of the current calendar year will receive the balance of the current calendar year complimentary, and the paid dues shall be applied to the forthcoming calendar year. Dues for new members that are paid prior to October 1 will be considered paid for the year in which they were paid. |