Proposed Bylaws Updates – Help Shape APA Utah’s Future

August 8, 2025 by Nicole Masson
APA Utah

Date: Aug 14, 2025

Subject: APA Utah: What Changes Are Being Proposed to Our Bylaws — And Why It Matters

Dear APA Utah Members,

When I was elected as APA Utah President, I set a priority to continue the great efforts Tippe made as President to operate effectively, transparently, and in full alignment with nonprofit best practices. Over the past eight months, the APA Utah Board has spent well over 200 hours researching, discussing, meeting, and receiving training on our corporate structure and bylaws. Based upon those efforts, the APA Utah Board is proposing several important amendments to our chapter’s bylaws. Below is an overview of what’s changing, why it matters, and how the amendment process works.

You can find the Draft Bylaws and the Draft Handbook here: https://sites.google.com/apautah.org/apa-ut/home

 Proposed Changes at a Glance

1. Clearer Governance Structure
   Refining the language around organizational purpose, board composition, officer roles, and terms to ensure clarity and alignment with APA Utah’s mission and long‑term objectives. It also provides the membership with the opportunity to select the entire leadership team, rather than just four officers.
2. Defined Officer & Board Roles
   Revising descriptions for leadership positions, including President, Vice President, and Board of Directors, to strengthen accountability, clarify responsibilities, and support continuity.
3. Structured for Growth and Responsiveness

The revisions will allow APA Utah to grow, provide more leadership opportunities, and respond to member needs more effectively. One of the main goals of the restructuring is to make it easier for members to be involved in the organization, and provide a better product for our members.

1. Conflict‑of‑Interest Protocols
   Incorporating or strengthening a formal conflict‑of‑interest policy to ensure full transparency and compliance with 501(c)(3) obligations.
2. Separation from Policy & Procedure
   Ensuring bylaws contain only high‑level governance provisions and not operational policy or procedures is in line with best practices, advising that bylaws resemble a constitution, while day‑to‑day rules reside in a separate handbook or policy manual. The APA Utah Board Handbook is being made available for review as well.  

Why These Changes Matter

• Legal and Fiduciary Compliance
  APA Utah’s bylaws act as our legally binding governance document. Adhering faithfully to them is not optional, as failure to follow provisions can expose the Chapter and individual board members to legal risk. (Nonprofit Bylaws – The Dos and Don’ts)
• Greater Clarity and Stability
  Encouraging board members and officers to fully understand their roles, terms of service, and succession rules will promote smooth governance and mitigate confusion as leadership evolves.
• Adaptability over Time
  By utilizing a handbook, APA Utah can amend procedures and policies to respond to changing needs, without the burden of modifying the bylaws each time. This ensures that the governance documents remain focused and evergreen. As membership grows, new challenges arise or shifts in technology happen, we can respond to those opportunities while preserving continuity and legitimacy. (Nonprofit Bylaws – The Dos and Don’ts)
• Enhanced Trust and Integrity
  Consolidating conflict‑of‑interest protocols into the bylaws reinforces transparency and trust, which is vital for maintaining the confidence of our members and safeguarding tax‑exempt status.
• Increased Leadership and Volunteer Opportunities
  Electing the entire Board (President, Vice President, and Board Members) allows additional opportunity for APA Utah members to be involved at the leadership level and adds equity to how leadership positions are filled. There are also increased leadership and volunteer opportunities with the Chapter’s Committees, Task Forces, and Engagement Groups.

 Amendment Process & Next Steps

• Draft Review: The Board has prepared a draft bylaw update in consultation with: a) a nonprofit governance consultant, b) a Utah Corporate and Securities attorney, and c) APA National.
• Member Feedback: We welcome questions and input, which can be submitted via https://forms.gle/PPw2mg6B8B68P6yo9.
• We will also be holding a webinar on August 29th to discuss any questions about the proposed changes. https://apautah.org/events/apa-ut-bylaws-governance-member-update/.
• Voting Mechanism: The proposed bylaws are being presented to the membership for review before the membership vote, which will take place from September 13th to 23rd. For the proposed bylaws to be adopted, a majority of the votes must be in favor of the new bylaws.
• Implementation Timeline:
  • If the revised bylaws are approved:
    • There will be a call for those interested in running for the vacant Board seats (October 1st to October 17th).
    • An election for new Board members will take place from October 24th to November 3rd  
    • The Board will have its annual Board retreat in November or December to prepare for 2026.
  • If the proposed bylaws are not approved:
    • There will be a call for those interested in running for the vacant Secretary and Treasurer positions (October 1st to October 17th).
    • An election for the Secretary and Treasurer will take place from October 24th to November 3rd.
    • The Board will have its annual Board retreat in November or December to prepare for 2026.

What You Can Do

• Read the draft bylaws and consider how the language aligns with best practices.
• Submit comments to https://forms.gle/PPw2mg6B8B68P6yo9 by September 13, 2025. 
• Attend our next member webinar on August 29th. 
  • Join Zoom Meeting​ https://us02web.zoom.us/j/86045991521?pwd=6SOlRsd8FgpBrulvqV7Yg5LOd7CpF0.1
  • Meeting ID: 860 4599 1521
  • Passcode: 254771
• Cast your vote when the amendments go before membership – September 13th to 23rd.

These updates are designed to modernize our governance, reinforce accountability, and keep APA Utah well‑positioned for sustained service and growth. In many nonprofits, bylaws are a forgotten legal relic. We intend for APA Utah to be a living, guiding document that supports our values and mission.

 Thank you for engaging in this important process. Please don’t hesitate to reach out with any questions or proposals.

Warm regards,

Jason Boal, AICP
APA Utah President