Bylaws
Southwestern Advancement Research Organization (SWARO)
Mission Statement and Bylaws
Updated May 12, 2020
Article I – Name of Organization
The name of the organization shall be the Southwestern Advancement Research Organization (here unto after referred to as the Organization), a regional chapter of Apra, a private nonprofit association. The Organization is registered with the Illinois Secretary of State as a 501(c)(6) not-for-profit corporation.
Article II – Mission Statement
The Organization is a regional chapter of an international organization for people in the field of prospect development. Its mission is to provide educational and networking opportunities to fundraising professionals in Arizona, New Mexico, and Nevada. It is intended to be a forum to share best practices and to advance cooperation among its members.
Article III – Membership
The Organization’s membership is open to individuals from Arizona, New Mexico, and Nevada who seek a positive association with the prospect development community and whose terms of affiliation are not contrary to the goals of the Organization, and who shall uphold the responsibilities and integrity of the Organization without conflict of interest. Individuals residing outside of the previously mentioned states who have an interested in prospect development activities occurring within the Southwest may join the Organization as well.
Annual dues for membership shall be payable on an annual basis in the amount and manner prescribed by the Board. There will be no prorating of dues and no organization or group rates are available. A membership year ends on the 31st of December in the year the dues were paid.
Article IV – Board of Directors
Section A. Board Membership
The Organization shall be governed by an elected Board of Directors composed of at least two officers and directors who are members in good standing of Apra. The officers of the Chapter must be members.
Section B. Term of Office
Each Director shall be elected through a process of nomination and under the authority of the bylaws of the Organization and serve one (1) but not more than three (3) consecutive terms, a term being two (2) years.
Each elected Board member 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 Board member is unable to attend, she/he may designate an alternate who may execute the directors vote and that alternate votes shall have an equal value of not less than one (1).
Section C. Election of Officers and Directors
Nominations shall be received by the Vice President from the Board and the membership at large during the month of September. Election will be determined by a majority of the Board.
Section D. Vacancies
A vacancy on the Board shall occur when and if a 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 will nominate and approve a new director from the membership at large to fill out the term of the former director.
Section E. Structure of the Board
The Board shall comprise ten directors. Of these ten, four will be officers: President, Vice President, Secretary, and Treasurer. The officers must be members in good standing of Apra.
The remaining six directors shall each be assigned one of the following roles: Regional Chair, Membership Chair, Communications Chair, Conference Chair, and Professional Development Chair.
All Board positions shall be evaluated for possible reassignment each year. Unexpected Board vacancies will be filled as specified in Section G.
Section F. Duties of Officers and Directors
President – The president chairs all meetings, acts as spokesperson of the membership of the local chapter, and sets the agenda for the board meetings, and is an official signatory of chapter documents.
Vice President – The vice president receives nominations for office, chairs the conference committee, and acts as the president in her/his absence.
Secretary – The Secretary takes minutes at all meetings, distributes agenda to members of the Board, records election results and announces those results to the Board, oversees the archives, sends any chapter related news or publicity to the APRA International Office, and performs other duties as assigned by the Board.
Treasurer – The treasurer handles the financial accounts for the Organization, including preparing the annual budget for discussion and approval by the board; overseeing the collection of membership dues and other fees; provides reports on the financial status of the organization; assists with managing annual conference funds and expenses; is custodian of all the funds of the Organization; and performs other duties as assigned by the board.
Regional Chairs – The two states that are not the state in which the current President resides shall have two regional chairs. These chairs help coordinate Organization business that needs to occur outside the state in which the President resides. For example, these chairs may work jointly with the conference chair to secure an annual conference venue within the state they represent. They also organize and coordinate the programming and activities of their respective Organization regions, which may include conference days, seminar days, and prospect development training workshops. The chairs perform other duties as assigned by the board.
Membership Chair – The membership chair oversees the maintenance and updating of the membership database, as well as the recruitment and retention of members. The chair sends information to Apra International as required and conducts the election of new board members.
Communications Chair – The communications chair creates, updates, and maintains communication sources that promote the chapter and chapter events.
Conference Chair – The conference chair oversees the core aspects of planning the annual Organization conference, the location of which shall vary from year to year. These duties are primarily focused on event logistics, such as locating and securing venues, ensuring A/V is coordinated, organizing catering, and working with the Treasurer to ensure the event is financially sound, among other tasks. The conference chair sits on the Conference Committee.
Professional Development Chair – The professional development chair identifies, organizes, and evaluates educational opportunities for the chapter, such as identifying speakers for conferences, conference scheduling, and evaluating programming needs. The professional development chair sits on the Conference Committee.
Section G. Board Vacancies
In the event that a vacancy occurs in the membership of the Board, a replacement shall be appointed by a majority vote of the remaining members of the Board. When appointing replacements, the Board should strive for a balance in regional and organizational representation. The replacement will complete the original member’s term. The replacement shall still be eligible for two elected terms following the end of the appointment.
Section H. Removal of Board Members
Any Officer absent for two consecutive meetings without reasonable or sufficient cause may be removed from office. An Officer may also be removed for other cause by two-thirds vote by the Board. The Board must determine, in their judgment, whether the best interest of the Organization would be served by such removal.
Section I. Conference Committee
The Conference Committee consists of at least three members: the Vice President, the Conference Chair, and the Professional Development Chair. The Vice President chairs the committee, determines meeting frequency, and ensures core conference tasks are delegated appropriately.
Section J. Board Meetings
The Board of Directors for the Organization shall meet four (4) times a year during the calendar year ending December 31 or at such times as may be deemed appropriate by a majority vote of the Board. The Board has the option of meeting virtually. A business meeting open to the members shall be held at least once per calendar year. The annual business meeting may be held in conjunction with the Annual Conference.
Any director who is absent from two (2) consecutive meetings without reasonable or sufficient cause may, upon consideration of the board, be removed from office.
Not less than one-half of the elected Board of Directors shall be required in attendance to constitute a quorum, with not less that a majority of those present voting in order that an issue be approved and/or ratified.
Agendas shall be distributed at least one week prior to the board meeting.
Section K. 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 the Organization in an efficient manner.
Section L. Amendments to the Bylaws
The bylaws the Organization may be amended as deemed appropriate by the majority vote of the board. Prior to the board making any changes deemed appropriate, the board will communicate its intentions to the membership and solicit comments. Any changes to the bylaws will be made known to the membership at large.
Section M. Dissolution of the Chapter
At such time as the Board of Directors feels it is appropriate, by a majority vote of the board and membership, to dissolve the Organization due to lack of membership, diminished interest, or other reasons, all funds remaining in the treasury after payment of debts will be given to Apra International or another Apra Chapter for scholarships and/or programming.