Prospect Researchers of Pennsylvania local chapter of Apra
Article I – Organization Name
The name of the organization is Apra PA (formerly known as Prospect Researchers of Eastern Pennsylvania [PREP/APRA]), which operates as a local chapter of the Association of Professional Researchers for Advancement (commonly known as Apra).
Article II – Mission
The mission of Apra PA is to educate, to foster professional development and career growth, and to promote standards of excellence within the field of prospect research.
Article III – Membership and Meetings
Membership is open to individuals who seek to foster a positive association with Apra PA, whose terms of affiliation shall not be contrary to the goals of Apra, and who shall uphold the responsibilities and integrity of Apra without conflict of interest. A minimum of one chapter meeting shall be conducted per year.
Article IV - Board of Directors
Section A - Board Membership
Apra PA shall be governed by an elected Board of Directors. All officers and directors of the Board of Directors must be Apra PA members in good standing.
Section B - Term of Office
Each director shall be elected through a process of nomination and, under the authority of the bylaws of the association, serve one (1) but not more than three (3) consecutive terms, a term being two (2) years. To maintain continuity, at least two (2) officers should be elected in alternate years (when possible).
Each director shall have an equal vote of no more than one (1) and shall forfeit her/his vote during her/his absence at a regular Board meeting. In the event that said director is unable to attend, she/he may designate an alternate who may execute the director’s vote and that alternate’s vote shall have an equal value of not less than one (1).
Section C - Election of Officers and Directors
The Board shall recommend candidates for office and shall request nominations from the membership-at-large. The date of the election and procedure for voting shall be set by the Board. The candidate who earns the majority of votes shall be elected into office.
To maintain continuity at least two (2) officers and two (2) directors should be elected in alternate years, when possible.
Section D - Vacancies
A vacancy on the Board shall occur when and if an officer or director becomes disqualified, is unable to perform her/his duties and/or Board responsibilities, resigns, or whenever the Board shall elect to increase its membership. When a vacancy occurs, the Board shall nominate a candidate from the membership-at-large and approve the nominee to serve the balance of the term.
Section E - Structure of the Board
The Board shall be composed of at least six Directors, at least three (3) of whom will be Officers. All elected officers and directors of the Board must be members of Apra PA in good standing. Those who hold the office of President and Vice President must maintain a membership with Apra International. If the President and/or the Vice President’s organization is unable to pay for the respective membership, Apra PA will assist with the costs.
President – chairs all meetings, acts as spokesperson for the membership of the local chapter; sets and distributes the agenda for Board meetings; files the Apra board member and chapter demographics reports; and attends Chapter Leader conference calls organized by Apra.
Vice President/Conference Director (formerly Vice President/Program Director) – coordinates all aspects of program planning for chapter conferences, e.g. speakers, location, agenda, etc.; and assumes the responsibilities of the president in her/his absence.
Secretary – takes minutes at all meetings; distributes meeting minutes to the Board and to the membership-at-large; oversees the election process; oversees annual Apra PA Distinguished Service Award; and maintains official documents, including the bylaws and strategic plan.
Treasurer – handles the financial accounts for Apra PA; responsible for filing the federal form 990 and the Apra financial report; and creates a yearly budget and financial goals that are approved by the entire board, which should be completed in December for the upcoming year.
In order to comply with Illinois law (Apra headquarters location), the chapter requires a minimum of three active officers. In a circumstance where the board is understaffed, the Secretary and Treasurer positions may be combined until such time as an additional officer joins the board and assumes one of the roles. The combined Secretary/Treasurer position incorporates all of the roles and responsibilities outlined above under both positions.
Board of Directors:
Membership Director – maintains the membership list, provides information to the Membership Director of the Apra Board and to the Apra office; administers the mentoring/skill sharing program; organizes the Professional Development Grant drawing; and coordinates the annual membership drive.
Communications & Website Director – maintains communication with the membership-at-large through various means including, but not limited to, event brochures, chapter newsletter and email alerts; markets the chapter in conjunction with the Membership Director; maintains the organization’s web site by keeping the information current; and provides information to the organization’s members regarding chapter activities via publications, emails, and the website.
Programming Director (formerly Resource Director) - coordinates the resource exchange, and the optional roundtable discussion program at conferences; assists with programming needs for annual conference; and organizes additional programming as needed and approved by Apra PA Board (For example- Educational Week or Networking opportunities).
Immediate Past President:
To ensure a seamless transition, the Immediate Past President role is active for 1 year (January – December) following the end of his/her expired term. The Immediate Past President may provide advice or insight to the incoming president and Apra PA Board of Directors to assist in governing the organization. The Immediate Past President is expected to meet with the incoming president the month prior to the new term and walk him/her through the expectations and responsibilities of the role. Additionally, the Immediate Past President will be available as needed for board and committee meetings during the one-year time period. This position does not have voting power on the Apra PA Board of Directors.
Board Member Costs and Reimbursements:
Board members will not be required to pay registration costs associated with attendance at chapter conferences and programs where they are representing the Board. Unless included in registration fees, Board members will be responsible for their own food costs.
Travel costs will not be reimbursed, with the exception of attendance at the annual face-to-face chapter Board meeting and annual travel by two Board members to the Apra Chapter Summit. Mileage expenses for travel by Board members to Board meetings may be reimbursed by the Treasurer, at the approved IRS rate for such expense (i.e. for site visits, Chapter Summit, etc.).
Board members will be reimbursed for justifiable expenses related to programs (e.g., providing refreshments for attendees, gifts for speakers/presenters, etc.)
Additional committees may be formed on an ad hoc basis for the purposes of meeting a temporary need, completing a project, or as a standing committee that meets a chapter need. A minimum of one Board officer or director should serve on each committee as a liaison between the Board and the committee.
Section F - Meetings
The Board of Directors for Apra PA shall meet in person at least once a year during the fiscal year ending December 31 and at such times as may be deemed appropriate by a majority vote of the Board.
Any director who is absent from two (2) consecutive meetings without reasonable or sufficient cause may, upon consideration by the Board, be removed from office.
Fifty percent (50%) of the elected directors in attendance shall constitute a quorum, with a majority of those in attendance voting in order that an issue be approved and/or ratified.
Prior to each Board meeting, the president shall distribute an agenda to each director.
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 to conduct the affairs of Apra PA in an efficient manner.
Article V – Dissolution
In the event that Apra PA is unable to maintain adequate membership due to diminished interest, lack of leadership or other viable reasons, the Board of Directors may recommend that the Chapter be dissolved. A majority vote of the Board of Directors shall be required to send the motion to the general membership. A majority vote of the current membership shall be required to approve dissolution. A majority vote of the Board shall be required to determine whether the remaining funds in the Chapter treasury will be distributed for scholarships and/or programming to either Apra International or to another Apra chapter.
Article VI – Revisions and Amendments
The President shall schedule an annual review of the bylaws at the annual Board meeting of the year. Revisions and amendments may be made, as necessary, by a majority vote of the Board.
Adopted January 4, 2000
Amended July 11, 2002
Amended December 4, 2002
Amended February 7, 2005
Amended January 24, 2006
Amended August 24, 2006
Amended August 3, 2007
Amended January 24, 2008
Amended September 21, 2010
Amended August 12, 2011
Amended July 19, 2012
Amended January 22, 2016
Amended April 13, 2017
Amended April 9, 2019
Amended January 15, 2020
Amended October 28, 2020
Amended March 3, 2021
Amended June 29, 2021
Apra Pennsylvania – Statement of Fiduciary Duties of Board Members
Per the by-laws of APRA PA, APRA PA shall be governed by an elected board of directors, each of whom shall serve at least one two-year term. The board shall be composed of at least six directors, three of whom will be officers. Currently, we have the following officers:
President: Officer Name (term)
Vice President: Officer Name (term)
Treasurer: Officer Name (term)
Secretary: Officer Name (term)
The office of the Treasurer handles all financial accounts for APRA PA and is responsible for filing federal tax forms and the annual chapter statement of financial position to APRA International. Financial accounts currently included checking accounts and access to Affinipay, the online payment portal that integrates with the chapter website (maintained by the Communications Director). Other forms of official documents are prepared and maintained by the Secretary. In the event the board is understaffed, the offices of Treasurer and Secretary can be performed by the same person.
Account authorized users / signatory authority:
The Treasurer is responsible for managing all financial accounts and paperwork. In addition to the Treasurer, the President, Vice President, and Secretary should be designated as officers with signatory authority on banking accounts. Checkbooks, passwords, online payment / credit card processing, and bank paperwork are all to be managed by the Treasurer.
Authorized account users with bank account debit cards will include the President, Vice President, and Treasurer. The Secretary shall have signatory authority but is not expected to conduct financial transactions with the debit card or online payments. In some cases, non-officer board members need to be authorized users with debit card in order to pay for goods and services on behalf of the chapter. The Programming Director shall receive his/her own debit card to pay for program and event expenses such as lecture fees, catering, rentals, etc.
Adopted December 10, 2019