Chapter Bylaws
Article I − Name
This organization shall be known as the Liberty Chapter of the Association of Proposal Management Professionals (APMP®), hereafter referred to as the Liberty Chapter.
The Liberty Chapter will be incorporated as a 501(c)(6) of the Internal Revenue Code of 1986 as amended, as an association for the purposes, including but not limited to, promoting the mutual professional interests of proposal management professionals.
Article II – Liberty Chapter Membership
Section 1. Membership Categories
The Chapter shall have members per the categories defined by APMP. Currently, the four categories are:
- Individual
- Corporate representative
- Student
- Retiree
Section 2. Member Eligibility
Any person or corporation who pays dues for the appropriate category to APMP, abides by all rules of the organization, and affiliates with the Liberty Chapter shall be eligible to participate actively in the Liberty Chapter in events, such as education, voting, and service on the Board.
Section 3. Member Profile
Each member shall be responsible to update their own member profile and information in the online APMP database indicating that they are a member of the Liberty Chapter to ensure proper distribution of dues from APMP to the Liberty Chapter.
Article III – Member Meetings
Section 1. Regular Meetings of the Members
This Chapter shall generally be run virtually without any headquarters or physical locations. There will be a minimum of four (4) member meetings held per year. Meetings may be conducted virtually using technology or may take the form of onsite, face-to-face events.
Section 2. Special Meetings of the Members
Special meetings of the members may be called by three (3) members of the Board of Directors or by approval of not less than one-fifth of the members of the Liberty Chapter on a Petition for Meeting. This meeting shall be held within a month of the presentation of the Petition to the Board of Directors at a place or via a method designated by the Board of Directors.
Section 3. Notice of General or Special Membership Meetings
Written notice stating the place, day, hour, and agenda of any meeting of the Liberty Chapter shall be distributed at least two (2) weeks before the date of the meeting by the persons organizing the meeting. Distribution of the information shall be by whatever means is normally used by the Liberty Chapter.
Section 4. Quorum
Chapter members equivalent to at least one-fifth the number of the total Chapter membership shall constitute a quorum at a general membership meeting. If a quorum is not present at any meeting of the members, no official business votes may be taken. To pass, a business motion may be enacted by the approval of a simple majority of the Chapter members at the meeting.
Article IV − Board of Directors
Section 1. General Powers
The business and affairs of the Liberty Chapter shall be managed by the Board of Directors.
The Board Officers are President, Vice President, Treasurer, Secretary, Program Chair, Communications Chair, and Membership Chair.
With the exceptions of the President, all other positions may be combined to leverage strengths and skills of individual officers. However, no more than two positions may be combined under one officer. All combinations of positions must be approved by a majority vote of the Board of Directors. In all cases, members of the Board will have only one vote.
Section 2. Other Board Positions
The Board of Directors may, from time to time to meet the needs of the Chapter, establish other Board positions, filling the positions by Board action until the next scheduled election.
Section 3. Meetings
Board meetings will be held monthly.
Section 4. Membership and Affiliation
All Directors/Officers of the Liberty Chapter shall be APMP members in good standing and shall be affiliated with the Liberty Chapter.
Section 5. Term and Election of Directors
Directors of the Liberty Chapter shall be elected annually by the members of record. Terms for the President and Vice President are two years, staggered, and terms for all other Board positions are for two years, running on calendar years from January through December. Nominees for the position of President and Vice President shall have at least one year of service on the Liberty Chapter Board to be eligible for that position.
Elections shall be held no later than October to facilitate any transitions. Newly elected Board members shall be invited to attend the November and December Board meetings. There shall be no limit to the number of terms a Board member can serve, either consecutively or cumulatively.
The Chapter Vice President will coordinate Director elections. Director nominees shall be made and sought from the general membership and the Board. The Chapter Vice President shall receive nominations in written form (email or hardcopy), contact the nominees to confirm that the person is willing to serve, and provide a list of willing nominees to the Board members at least one week before actual elections.
To be eligible for election, nominees must complete a form stating how they can benefit the Liberty Chapter and that they intend to serve for the full term. Voting may occur electronically. A simple majority vote for one person running for each Officer position is all that is necessary to win. Only current APMP members affiliated with the Liberty Chapter and in good standing may vote.
Section 6. Removal
Directors may be removed from office by a vote of two-thirds of the members of the Board of Directors or by a vote of two-thirds of the Members. Any Director who misses three (3) consecutive Board of Directors meetings shall be automatically removed unless those absences are set aside by the Board.
Section 7. Resignation
Any Director may resign at any time by giving written notice to the Chapter President. Such resignation shall take effect on the date specified therein.
The Board will attempt to replace that Director by nominating any Liberty Chapter member 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 one-year term.
If the Board is unable to replace that Director before the term expires, the position will be filled at the next election. Duties of the vacant Director’s position may be assumed by another Director pursuant to Article IV, Section 1.
Section 8. 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 reimbursement. No Director shall receive compensation for duties as a Board member of the Liberty Chapter.
Article V − Board of Directors Meetings
Section 1. Regular Meetings
The Board of Directors will meet monthly, but not fewer than four (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 Chapter President or any two (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 Directors shall, at least two (2) days before the meeting, give notice thereof by any usual means of communication.
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 – Board of Directors Position Descriptions
Section 1
Detailed position descriptions will be established and maintained by the Board of Directors. The position descriptions may be modified by the Board of Directors as may be required from time to time.
Section 2. President
The President shall be the principal Executive Officer of the Liberty Chapter. The President shall be subject to the control of the Board of Directors and shall supervise and control the management of the Liberty Chapter in accordance with these Bylaws.
The President shall have signature authority for all Liberty Chapter signoffs except those requiring either co-signature or Board of Directors approval as indicated in these Bylaws. The President may not hold the office of Treasurer of the Liberty Chapter.
Section 3. Vice President
The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, the Vice President shall perform such other duties and have such other powers as the Board of Directors prescribes.
Section 4. Secretary
The Secretary shall keep accurate records of the acts and proceedings of all meetings of Directors. Minutes distributed by the Secretary should 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 becomes part of the permanent record.
Section 5. Treasurer
The Treasurer is responsible for all fiscal activities of the Liberty Chapter, including approving all Chapter expenses together with the President, paying all received invoices, preparing invoices for funds due the Chapter, preparing reports and required forms, depositing all money received into the Chapter bank account, and verifying the accuracy/validity of all transactions.
Section 6. Program Chair
The Program Chair shall be responsible for overseeing the professional development programs benefitting the Liberty Chapter members and assisting the Board of Directors in developing new programs.
Section 7. Membership Chair
The Membership Chair shall be responsible for tracking members and demographic distributions, coordinating recruiting efforts of new members and retention of existing members, and reporting on membership statistics.
Section 8. Communications Chair
The Communications Chair shall lead and coordinate all external and internal communications.
Section 9. Co-opted Board Members
From time to time, the Board may appoint a new temporary member because the Liberty Chapter has the need for specific skills or knowledge. This member is not required to have affiliation with the Liberty Chapter. The Co-opted Board member will have a one-year term eligible for renewal as under Article IV, Section 4, b.
Article VII − Committees
Section 1. Board Committees
There shall be standing committees as deemed appropriate by the Board of Directors where a Board member is the Chair of the Committee. Members of the Committee shall come from the Liberty Chapter membership unless a person is specifically co-opted.
Section 2. 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. Members of the Committee shall come from the Liberty Chapter membership unless a person is specifically co-opted.
Section 3. Rules Governing Committees
No committee shall have or exercise the authority of the Board of Directors. No committee shall have the authority to alter the Bylaws, commit the Liberty Chapter financially or legally, or act to remove any Director.
Each committee shall have a mission statement, including clear definition of any delegations from the Board of Directors. Committees shall report on their actions at each Board of Directors meeting.
Committee members and subsequent vacancies shall be filled by the Board of Directors.
Article VIII − 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 Liberty Chapter, and such authority may be general or confined to specific instances.
Section 2. Loans
No loans shall be contracted on behalf of the Liberty 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 Liberty Chapter shall be signed by the Chapter President or the Treasurer, unless otherwise determined by resolution of the Board of Directors.
Section 4. Deposits
All funds of the Liberty Chapter, not otherwise employed, shall be deposited to the credit of the Liberty 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 Liberty Chapter. No Director is authorized to accept any gift on behalf of the Liberty Chapter if that gift is for personal gain only.
Section 6. Proper Use of Funds
Chapter funds should be used for such expenditures as will benefit the Chapter members. 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 IX − General Provisions
Section 1. Waiver of Notice
Whenever any notice is required, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 2. Fiscal Year
Unless otherwise ordered by the Board of Directors, the fiscal year of the Liberty 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. The revised Bylaws shall be adopted by the affirmative vote of the Board of Directors, and posted to members.
Section 4. Maintenance of Chapter Documents and Records
All records of the Liberty 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 APMP Headquarters, membership meeting minutes, etc.) be created for these records. The Secretary shall be responsible for maintaining these documents and records.
Section 5. Dissolving the Chapter
The Chapter can be dissolved following 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.