Bylaws of the
APMP Pacific Northwest Chapter
(As Revised on 11/2/2019)
ARTICLE I — NAME
This Chapter shall be known as APMP Pacific Northwest Chapter, hereinafter referred to as the Chapter.
ARTICLE II — MEMBERSHIP IN THE CHAPTER
Section 1. Member Eligibility: Membership in the Chapter shall consist of all persons who pay the national membership fee to the Association of Proposal Management Professionals (APMP) and abide by all rules of the national organization, and who designate on their annual membership form that they are affiliated with the Pacific Northwest Chapter. Each member shall be responsible for alerting the national chapter that they are a member of the PNW Chapter to ensure proper distribution of dues to the local chapter.
Section 2. Membership Rolls: The Membership Chair of the Chapter shall record and maintain membership records, including the name, address, and place of employment of each member.
ARTICLE III — MEETINGS OF THE MEMBERS
Section 1. Regular Meetings of the Members: At least four meetings of the Membership shall be held each year (time and place specified by the Board of Directors). These meetings may take the form of workshops, programs, seminars, or other educational forums.
Section 2. Special Meetings of the Members: Special meetings of the Membership may be called by three members of the Board of Directors or by the signatures of not less than one-fifth of the Members of the Chapter on a Petition for Meeting. This meeting shall be held within a month of presentation of the Petition to the Chapter Board of Directors at a place designated by the Board of Directors.
Section 3. Notice of Membership Meetings: Written notice stating the place, day, hour, and agenda of any meeting of the Chapter shall be posted on the Chapter web site at least two weeks before the date of the meeting by the persons calling the meeting. Notice of meetings shall be simultaneously mailed (electronically and/or hard-copy mailing) to each Member at the last address for such Member on record with the Membership Chair of the Chapter pursuant to Section 2.
Section 4. Quorum: The Members equivalent to at least one-fifth the number of the total membership shall constitute a quorum at a meeting. If a quorum is not present at any meeting of the Members, no action may be taken. A majority of Members present may adjourn the meeting without further notice.
ARTICLE IV — BOARD OF DIRECTORS
Section 1. General Powers: The business and affairs of the Chapter shall be managed by the Board of Directors.
Section 2. Number of Positions: The number of Directors of the Chapter is established at a minimum of four individuals (Chair, Vice Chair, Treasurer, and Secretary). Other positions may be established as deemed appropriate by the Board of Directors.
Section 3. Term and Election of Directors: Directors of the Chapter shall be elected every two years with all chapter members having had the opportunity to vote. Director positions are two-year terms and will be staggered so that their terms do not all expire the same year. Terms shall run on calendar years, from January 1 through December 31. Three is no limit to the number and terms a Director can server, either consecutively or cumulatively.
Section 3.1. Election of Board Members: Board Members shall be members in standing with APMP. Board Members shall be nominated and elected by the Membership by a formal process as follows:
a) Elections shall be held during the fourth quarter at the end of the two-year term of the currently serving Directors, and must conclude no later than an early January Board meeting. Voting shall be open to the entire Pacific Northwest Chapter membership..
b) Nominations shall be open for a two-week period at least one week prior to the election. Nominations will be closed no later than one week prior to the election.
c) Chapter members may nominate other individuals or themselves for the positions. For the Chair or Vice Chair positions, it is recommended that nominees have at least one year of current board service.
d) The Secretary shall receive nominations in written form (email or hardcopy). The Secretary shall not disclose nominees or nominators until presented at a Board meeting, at least one week prior to the election.
e) When an individual is nominated by another party, the Secretary shall contact the nominee to receive confirmation that the person is willing to serve if elected. A candidate’s name shall not be on the ballot if that person is unwilling to run and serve in that capacity.
f) A quorum must be present if the election is held in-person or in a virtual meeting (telecon and/or webinar). If there is only one nominee for a position, that person shall be confirmed by a simple majority “yeas” to “nays.” Otherwise, prior to the casting of ballots, each nominee will have up to 2 minutes to state why he/she should be elected. After all nominees who so desire have spoken, elections shall be held by secret ballot presented to the Secretary. (The Secretary should vote prior to viewing the ballots).
g) In lieu of an in-person or virtual meeting, the Board may approve an email to be sent to all chapter members of record by the Secretary, with return voting replies sent back confidentially electronically, and only to the Secretary.
Section 3.2. Election and Confirmation of Other Directors: Other Board of Directors may include the following positions, or others, as the Board deems necessary:
• Membership Chair
• Communications Chair
• Strategic Initiative Chair
• Marketing Manager
• And up to 4 additional “At-Large” Board members
a) Volunteers and nominees shall be made and sought from the general membership. Nominees must agree to serve before they may be elected or confirmed.
b) The same election process applies as stated in Section 3.1 of these Bylaws.
Section 4. Removal: Directors may be removed from office with cause by a vote of two-thirds of the members of the Board of Directors or by a vote of two-thirds of the Members at a regular meeting of the Members at which a quorum exists. Any Director who misses three consecutive Board of Directors meetings shall be automatically removed unless those absences are due to a medical nature or the majority of the Board sets aside the removal for other reasons.
Section 5. Resignation: Any Director may resign at any time by giving written notice to the Chair. Such resignation shall take effect on the date specified therein. The Board of Directors may accept the resignation of a Director at any time during his or her term. The Board will attempt to replace that Director by nominating any of the Chapter’s members and by an approval vote of two-thirds of those remaining Directors. The term of the new Director shall be for the remainder of the 2-year term. If the Board is unable to replace that Director before the term expires, the position will be filled at the next election.
Section 6. Compensation: The Board of Directors may compensate expenses incurred by the Directors for their services as such and may provide for payment of all expenses incurred by the Directors in attending regular or special meetings of the Board. Proper documentation of expenditures is required for any reimbursement. No Director shall receive compensation for duties as a Board member of the Chapter.
ARTICLE V — MEETING OF DIRECTORS
Section 1. Regular Meetings: The Board of Directors may provide by resolution, the time and place for holding at least 4 meetings each year.
Section 2. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Chair or any 2 Directors.
Section 3. Notice of Meetings: Regular meetings of the Board of Directors may be held without notice to the Membership. The person or persons calling a special meeting of the Board of Director shall, at least 2 days before the meeting, give notice thereof by any usual means of communication (electronic mail or posting on the web site). Such notice need not specify the purpose for which the meeting is called.
Section 4. Quorum: A majority of the Directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 5. Manner of Acting: Except as otherwise provided in this Section, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 6. Information Action by Directors: Action taken by a majority of the Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the Directors and filed with the minutes of the proceedings of the Board. The written consent can be done before or after the action is taken.
ARTICLE VI — POSITION DESCRIPTIONS FOR BOARD POSITIONS
Section 1. Chair: The Chair is the principal Executive Officer of the Chapter and, subject to the control of the Board of Directors, shall supervise and control the management of the Chapter in accordance with these Bylaws. The Chair shall prepare all annual, semi-annual, and other reports required by the rules and regulations of the National APMP organization. The Chair shall have signature authority for all Chapter signoffs, except those requiring either co-signature or Board of Directors approval as indicated in these Bylaws.
Section 2. Vice-Chair: The Vice Chair shall in the absence or disability of the Chair perform the duties and exercise the powers of that office. In addition, the Vice Chair shall perform such other duties and have such other powers as the Board of Directors may prescribe.
Section 3. Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of Directors. Minutes distributed by the Secretary of board meetings will include the date and place of the meeting, a list of who attended, a summary of the significant discussions, and any follow-up actions required. The minutes are distributed to the Directors and a final version (approved at a regular board meeting) becomes part of the permanent record posted on the Chapter website.
Section 4. Treasurer: The Treasurer is responsible for all fiscal activities of the Chapter, including paying all received invoices, depositing all money received, preparing invoices for funds due the Chapter, verifying the accuracy/validity of all transactions, and maintaining an accounting system in which all transactions are recorded and reconciled. The Treasurer will provide monthly reports to the Board of Directors on the financial status of the organization, and will assist the Chair in preparing financial summaries for the semi-annual and annual reports required by the National APMP organization’s rules and regulations.
Section 5. Membership Chair: The Membership Chair is responsible for maintaining an accurate and up-to-date database of all members of the Chapter. The membership chair will provide the Chapter Chair with the number of members who attended programs during the fiscal year for any year-end reporting required by National. The membership chair will also coordinate all recruiting efforts of new members to the local chapter.
Section 6. Communications Chair: The Communications Chair is responsible for all communication media, including but not limited to press releases, program announcements, Chapter newsletter (electronic and/or hard copy) and any as needed special projects. Additional responsibilities include maintaining an updated database of news media/calendar contacts for publishing Chapter press releases and/or meeting notices.
Section 7. Marketing Manager: The Marketing Manager will be responsible for format and content of the Chapter web site and social media sites, including (but not limited to) meeting announcements, summaries of previous meetings, contact information (Chair / Membership Chair, etc.), and other information approved by the Board of Directors for posting on the web site and social media sites.
Section 8. Director of Strategic Initiatives: Coordinates BoD-directed activities that enhance the value of the Chapter to its membership and to the National APMP organization.
Section 9. Other Committees: There shall be ad hoc committees as deemed appropriate by the Board of Directors. The Board of Directors shall have authority to appoint other special purpose committees as shall from time to time be necessary for the proper operation of the chapter.
ARTICLE VII — CONTRACTS, LOANS, AND DEPOSITS
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Chapter, and such authority may be general or confined to specific instances.
Section 2. Loans: No loans shall be contracted on behalf of the Chapter and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors, and such authority may be general or confined to specific instances.
Section 3. Checks and Drafts: All checks, drafts, or other orders for payment of money issued in the name of the Chapter shall be signed by the Chair (or the Chair’s designee) or the Treasurer, unless otherwise determined by resolution of the Board of Directors.
Section 4. Deposits: All funds of the Chapter, not otherwise employed, shall be deposited from time to time to the credit of the Chapter, in such depositories as the Board of Directors may direct.
Section 5. Gifts: The Board of Directors is authorized to accept contributions, gifts, or bequests of any personal property on behalf of the Chapter. No Director is authorized to accept any gift on behalf of the Chapter if that gift is for personal gain only.
Section 6. Proper Use of Funds: Chapter funds should be used for such expenditures as local meeting expenses, preparing chapter mailings, and marketing and membership development activities. Chapter funds should not be used to reimburse Directors or chapter members for meals, travel, entertainment, or direct payment to any member without proper reimbursement documentation, unless otherwise approved by the Board of Directors.
ARTICLE VIII — GENERAL PROVISIONS
Section 1. Incorporation of APMP Bylaws: The Bylaws of the Association of Proposal Management Professionals are incorporated herein by reference and take precedence in the event of conflict.
Section 2. Fiscal year: Unless otherwise ordered by the Board of Directors, the fiscal year of the Chapter shall be from January 1 through December 31.
Section 3. Amendments: Except as otherwise provided herein, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Members present at a regular or special Meeting of the Members at which a quorum is present.
Section 4. Parliamentary Authority: The rules contained in the current edition of Robert’s Rules of Order shall govern the Chapter in all cases to which they are applicable, except as otherwise provided in the these Bylaws or any special rules of order the Chapter may adopt.
Section 5. Maintenance of Chapter Documents and Records: All records of the Chapter shall be retained as directed by the Board of Directors; it is recommended that a repository or library of documents (such as official board meeting minutes, annual reports developed for the national organization, membership meeting minutes, etc.) be created for these records. The Secretary shall be responsible for maintaining these documents and records.
Section 6. Approval of Bylaws: These Bylaws will become effective upon approval of a majority of Chapter Members at a duly held meeting of the Chapter, whose first order of business will be the consideration of a motion by the Interim Board of Directors to accept these Bylaws.
Section 7. Dissolving the Chapter: The Chapter can be dissolved only by a majority vote of the Board of Directors endorsing a motion to take the issue to membership. The Chapter will be dissolved if a simple majority of membership attending the meeting votes to dissolve the Chapter.