APRA Florida By-Laws (adopted Feb. 16, 2012)

Article I - Name of Organization

The name of the organization shall be the Association of Professional Researchers For Advancement - Florida (APRA-FL). APRA-FL will operate as a local chapter of the Association of Professional Researchers for Advancement (APRA), a private, non-profit association.

Article II - Mission Statement

APRA-FL is a regional group of prospect researchers in Florida. APRA-FL provides continuing education and a forum where nonprofit research and other advancement professionals can share experiences, knowledge, ideas, techniques, and resources. Through this forum, APRA-FL fosters an atmosphere, both formal and informal, of cooperation and support among its members and participants.

Article III - Membership

Section A. APRA-FL membership will be open to individuals who seek to join an association of nonprofit and other advancement professionals. Terms of affiliation shall not be contrary to the goals of APRA, yet shall uphold the responsibilities and integrity of APRA without conflict of interest.

Section B. While it is strongly recommended that all members of APRA-FL be a member of APRA International, it is not required; however, the Executive Officers--President, President-Elect, Chief Information Officer and Chief Financial Officer--must be members of APRA during their tenures in those positions.

Section C. APRA-FL will hold at least one (1) statewide meeting per year. The statewide meeting will be held as directed by the APRA-FL board and will be announced to the general membership no later than 60 days in advance.

Article IV - Board of Directors

Section A. Authority: The Board of Directors, hereafter referred to as the "Board," shall have the power and authority to govern the affairs of APRA-FL and shall take such actions as it considers necessary to carry out the objectives of APRA-FL.

Section B. Board Composition: The Board shall consist of eight (8) voting Directors of whom four (4) shall be the Executive Officers: President, President-Elect, Chief Information Officer, and Chief Financial Officer. The other Directors shall be the Director of Professional Development, Conference Director, the Director of Membership & Marketing and the Immediate Past President. The Executive Officers must be members in good standing of APRA International during their tenures in those positions. In addition, there will be one non-voting Director of Technology recommended by the president and appointed by the board.

Section C. Election: The President-Elect position will be up for election every year at which time the previous President-Elect shall move into the president position and the previous president into the Past President position. The remaining voting directors will serve for two years with three (3) Directors being elected on alternate years to provide continuity on the board. The Chief Information Officer, Chief Financial Officer, and Conference Director shall be elected in one year; the Director of Professional Development and the Director of Marketing & Membership coordinator shall be elected in the next year. The election process will take place once a year sometime between March 15th and May 15th. If there are unforeseen circumstances, the President and the Board reserve the right to set forth alternate dates for the election. The President shall appoint a Nominating Committee Chair. The President and the Nominating Committee Chair shall appoint members to the committee to include Board members and non-Board members. Nominations for each office shall be solicited from the Membership by the Nominating Committee, ballots prepared, and votes cast by APRA-FL members in good standing by email, mail or fax during a specified time period. Terms of office are fiscal year, July 1-June 30.

Section D. Board Vacancies: In the event that a vacancy occurs in the membership of the Board, a replacement shall be elected by a majority vote of the remaining members of the Board to serve until membership elections.

Section E. Board Meetings: There shall be a minimum of one (1) meeting of the Board each year. This meeting will be held at the annual conference. Special meetings of the Board may be called by the President or upon the request of any three (3) members of the Board. Board Directors are expected to attend the board meeting each year. Meetings of the Board shall be open to members of APRA-FL and by invitation of the President to non-members. Four members of the board shall constitute a quorum.

Section F. Duties of Officers & Directors

President: The President shall serve in that office for a term of one year. The President shall serve as the Chairperson of the Board and have overall responsibility for activities of APRA-FL. Other duties shall include, but are not limited to, the following: preside at all APRA-FL Board and association meetings; set the agendas for meetings; serve as APRA-FL's elected representative to APRA; appoint the Chair of the Nominating Committee; oversee the activities of the other members of the Board during his or her term in office.

President Elect: The President-Elect shall serve in that office for a term of one year. The President-Elect shall have overall responsibility for organizing the Annual Meeting of the Chapter. [NOTE: the annual meeting is usually held at the annual educational conference, but this is not required.] Other duties shall include, but are not limited to, the following: preside at all APRA-FL Board and association meetings in the absence of the president; work in coordination with the President to set the agendas for meetings; serve as APRA-FL's alternate representative to APRA in the absence of the President; assist in overseeing the activities of the other members of the Board during his or her term in office. In the event that the President is unable to complete his or her term of office, the President-Elect shall replace him or her immediately and serve out the duration of that term as well as his or her own term as President.

Chief Information Officer: The Chief Information Officer shall serve in that office for two years. He or she may be re-elected by the members to serve one consecutive term in that office. The Chief Information Officer's duties shall include: record keeper; taking minutes at Board meetings and distributing approved minutes to Board members; responding to inquiries and requests for information concerning APRA-FL and APRA; oversee the distribution of ballots to members for elections, receive and record results, and announce the results at the first meeting following the election; keep the APRA-FL calendar; oversee the creation, organization and distribution of any communications to the membership, including newsletters and website announcements; and perform other duties as may be assigned by the Board.

Chief Financial Officer: The Chief Financial Officer shall serve in that office for two years. He or she may be re-elected by the members to serve one consecutive term in that office. The Chief Financial Officer's duties shall include, but are not limited to, the following: the collection of any dues and fees (including seminar and conference fees); keep and render accounts; provide reports on the financial status of the organization; assist host members in charging for events at their facilities; perform other duties as may be assigned by the Board.

Director of Professional Development: The Director of Professional Development shall organize and coordinate the programming activities of the Chapter including the Annual Meeting and regional or local meetings. The Director of Professional Development may, with the concurrence of the President and President-Elect, appoint a Program Committee to establish and carry-out programming activities. The Director of Professional Development shall serve for two years and may be re-elected by the members to serve one additional consecutive term.

Conference Director: The Conference Director shall serve in that office for two years. S/he will chair the annual conference and create and manage the conference committee. The conference committee will organize and produce the annual educational conference.

Director of Membership & Marketing: The Director of Membership & Marketing shall serve in that office for two years. He or she shall maintain the membership roster; accept new memberships; distribute and accept membership renewals; produce an annual membership directory and updates as necessary for distribution to the membership; apprize new members of their membership benefits and duties; manage distribution of mailing labels; oversee all initiatives as approved by the Board to extend awareness of APRA-FL and the benefits of membership to current non-members; perform other duties as may be assigned by the Board. Membership renewal notices shall be disseminated in January each year.

Director of Technology: The Director of Technology shall organize and coordinate the technology activities of the Chapter including maintaining the official website of the chapter. The Director of Technology shall be recommended by the President and appointed by the Board as a non-voting member.

Immediate Past President: The Immediate Past President of the Chapter shall be an ex officio member of the Board in an At-Large capacity with voting privileges. In the event that the Immediate Past President chooses not to remain on the Board or is not eligible to sit on the Board in this capacity, a Director-at-Large shall be elected from the membership of the Chapter. In this event, the Director-at-large shall serve a term of two years or until there is an Immediate Past President available to occupy the place on the Board.

Article V - Committees

The President of the Board shall be responsible for establishing committees to assist with the operation of APRA-FL. The exact number, purpose, and composition of the committees shall be left up to the discretion of the President or the Board.

Article VI - Finances

Section A. Fiscal Year: The fiscal year of the Association of Professional Researchers for Advancement - Florida shall begin January 1 and end December 31 of the same year.

Section B. Membership Dues: Dues and fees will be set at the discretion of the board, not to increase more than 25 percent in any given fiscal year. The membership renewal process shall begin in May each year.

Section C. Chief Financial Officer's Report: The Chief Financial Officer shall distribute within sixty (60) days of the end of the fiscal year a financial report to all members.

Section D. Approval of disbursements: All disbursements in excess of $50.00 must have prior approval by the President and Chief Financial Officer. Disbursements of less than $50.00 require approval of the Chief Financial Officer only. All regional meeting budgets, fees, and expenses must have prior approval by the President, Chief Financial Officer, and the Director of Professional Development. The annual summer conference budget, fees, and expenses must have prior approval by the President, President-Elect, Chief Financial Officer, and Director of Professional Development. Fees for regional conferences and the summer conference must cover expenses for those events.

Article VII - Amendments to the Bylaws

An amendment to the bylaws may be proposed by any member in good standing of the organization. The proposed amendment must be presented, in writing, to the Board of Directors at a scheduled meeting. A 2/3 vote of the Board of Directors shall be required for an amendment to be enacted.

Article VIII - Dissolution

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.