Draft Bylaws

AMENDED AND RESTATED BYLAWS OF THE UTAH CHAPTER OF THE AMERICAN PLANNING ASSOCIATION 

(a nonprofit corporation) 

Effective as of ______ __, 2025 

ARTICLE I DEFINITIONS

 APA - American Planning Association - The name of the Corporation is The American Planning Association. 

APA Utah Board (Board) - As defined in Utah State Code Ann. §16-6a-102, means the body authorized to manage the affairs of the Utah Chapter, American Planning Association, a nonprofit corporation. 

APA Utah Board Handbook (Handbook)- The handbook of policies the guides operation and organization of the Utah Chapter, American Planning Association.

 
AICP Code of Ethics – The current Code of Ethics adopted by AICP. 

AICP Ethics Officer – The current AICP Ethics Officer. 

Bylaws - As defined in Utah State Code Ann. §16-6a-102, means the codes of rules, other than the articles of incorporation, adopted for the regulation or management of the affairs of the Utah Chapter, American Planning Association. "Bylaws" includes: (i) amended bylaws; and (ii) restated bylaws. 

Chapter Only Members - Means Members of the Utah Chapter that only pay Chapter dues and are not a member of the American Planning Association or pay American Planning Association dues. 

Committee - Means a group of Members appointed by the Board for a specific function. 

Control or a "controlling interest" - As defined in Utah State Code Ann. §16-6a-102, means the direct or indirect possession of the power to direct or cause the direction of the management and policies of the Utah Chapter, American Planning Association: (a) the ownership of voting shares; (b) contract; or (c) a means other than those specified in voting shares or a contract. 

Corporate records - means the records described in Utah State Code Ann. §16-6a-1601. Corporate records do not include correspondence, communications, notes, or other similar information, regardless of format or method of storage, that are not an official decision, published document, or record of the corporation. 

Electronic transmission or electronically transmitted - As defined in Utah State Code Ann. §16-6a-102, means a process of communication not directly involving the physical transfer of paper that is suitable for the receipt, retention, retrieval, and reproduction of information by the recipient, whether by email, texting, facsimile, or otherwise. 

Ex-Officio Member – An advisory position to assist the board of Directors on a temporary basis and which does not have voting rights. This would include the immediate Past President.

Mail, mailed, or mailing - As defined in Utah State Code Ann. §16-6a-102, means deposit, deposited, or depositing in the United States mail, properly addressed, first-class postage prepaid and includes registered or certified mail for which the proper fee is paid. 

Member - As defined in Utah State Code Ann. §16-6a-102, means one or more persons identified or otherwise appointed as a member of the Utah Chapter, American Planning Association, as provided: (i) in the articles of incorporation; (ii) in the Bylaws; (iii) by a resolution of the board of directors; or (iv) by a resolution of the members of the Utah Chapter of the American Planning Association. "Member" includes "voting member". 

Notice or notification - As defined in Utah State Code Ann. §16-6a-102, means the same as that term is defined in Utah State Code Ann. §16-6a-103. 

President - The individual that is elected or appointed as the President of APA Utah. 

Registered Agent - As defined in Utah State Code Ann. §16-6a-102, means the registered agent of: (a) the Utah Chapter of the American Planning Association. 

Student Member - Means a Member that is a full-time student enrolled in an accredited planning program at a college in the United States. 

Student Representative – A full time student enrolled in a university located in Utah that is appointed by the Board, to serve on the Board as a representative for all students in Utah. 

Utah Chapter, American Planning Association (APA Utah), (Chapter), (Association) - The Utah Chapter is a subordinate of the American Planning Association (APA), a national organization. It is a non-profit organization created and operating under Utah State Code Ann. Chapter 16. 

Vice-President - The individual that is elected or appointed as the Vice-President of APA Utah. 

Voting Member - Means all Members of the Chapter, including all Members outlined in Article III of these Bylaws 

ARTICLE II 

NAME, MISSION, PURPOSE AND STATUS 

Section 2.1 Name. The name of this organization is the Utah Chapter, American Planning Association (APA Utah) 

Section 2.2 Mission. The Mission of APA Utah is to “Create great communities for all in Utah.” 

Section 2.3 Purpose. The Purpose of APA Utah is: 

A. Encourage and foster the principles of visioning and planning for a better future.

        B. Provide a wide range of educational opportunities for professional planners, citizen planners, and others involved in shaping our communities. 

C. Advocate for planners in Utah. 

D. Represent Utah planners in matters relating to the national organization of the American Planning Association (APA). 

Section 2.4 Area Served. The area served by the Chapter shall be the State of Utah. Any change to the boundaries shall not be made until all Members in the area affected have been sent a notice of the proposed change and a reasonable period for the expression of their views has elapsed. 

Section 2.5 Non-Profit Status. The Chapter is a subordinate of the American Planning Association (APA), a national organization. 

The Chapter is a 501 (c)(3) non-profit corporation. Its income shall be used only for Chapter purposes, and no part of any net earnings shall inure to the benefit of any Member or other individual, except that the Chapter may pay reasonable compensation for services rendered and make payments and/or distributions in furtherance of Chapter purposes. 

ARTICLE III MEMBERSHIP 

Section 3.1 Eligibility. 

A. Regular Members: 

(1) Regular Members are Members who: 

(i) Register via The American Planning Association (APA), paying APA national dues.

     (ii) Submit Chapter fees through APA national. 

B. Chapter Only Members: 

(1) Chapter Only Members consist of individuals who meet APA membership criteria but opt out and instead pay Chapter dues as determined by the Board. 

   (2) Chapter Only Members may not participate in APA national elections or hold a position on the Chapter Executive Committee; however, such members may vote in Chapter-only elections and serve on Chapter Committees. 

C. Student Members: 

(1) The Chapter adheres to APA national policy on student membership. 

        (2) At this time, any full-time student enrolled in an accredited planning program at a college in the United States may become a Member at no cost to them. No Chapter dues shall be charged to Student Members while they are enrolled as full-time students in such a program. 

        (3) Student Members enjoy the benefits of Regular Membership. 

Section 3.2 Termination. 

A. Chapter membership will be terminated upon termination of membership in APA national. 

B. Chapter membership may be terminated for failure to pay Chapter dues and assessments. Chapter membership may be reinstated upon payment of delinquent dues and assessments, subject to such conditions as may be established by the adopted Chapter Board Handbook. 

C. Chapter membership may be terminated if, after proper investigation and deliberation, the Chapter Executive Committee finds that the member has violated the APA Rules of Conduct and/or, for AICP members, the AICP Code of Ethics and Professional Responsibility. 

D. Chapter membership may be reinstated if APA national membership is reinstated, subject to such conditions as may be established by the Chapter Executive Committee in accordance with the adopted Handbook. 

Section 3.3 Annual Meeting. 

A. The Annual Meeting of the Members shall be held each year at the annual fall conference, unless the Executive Committee determines a different time and place are needed. 

B. The purpose of the Annual Meeting shall be to share the reports of officers and committees, and the transactions of other business. 

C. Notice of the Annual Meeting shall be sent to each Member through the chapter website, newsletter, and/or other communication channels, at least two weeks before the Annual Meeting. 

D. Notification of the Annual Meeting shall contain the place, date, and time of the annual meeting. 

Section 3.4 Special Meetings. Additional meetings and conferences may be held during the year in accordance with the Handbook and Utah State Code 16-6a-702. Special meetings of the Board may be held at the call of the President, by the affirmative vote of any three (3) Directors, or by a petition signed by at least ten percent (10%) of the Members. 

ARTICLE IV OFFICES 

Section 4.1 Location. The location of the principal offices of the Chapter shall be PO Box 1264, American Fork, Utah, 84003. Such location may be changed from time to time by Board, and if no place is fixed by the Board, such place as shall be fixed by the President. 

ARTICLE V THE BOARD 

Section 5.1 Election. The Board shall constitute the governing body and policymaking body of the Association. Directors on the Board shall be elected by the Members with the exception of the Student Representative who is appointed by the Board, as outlined in the adopted Handbook There shall be between five (5) and thirteen (13) Directors, as determined by the Handbook. Elections shall be held annually as outlined in the Handbook. 

Section 5.2 Directors. The Board shall consist of elected directors and the appointed Student Representative (each, a “Director” and collectively, the “Directors”), some of which shall also serve as officers (President, Vice President, and Student Representative). Each Director shall possess one (1) vote on matters coming before the Board. All voting conducted at meetings of the Board by the Directors shall be conducted in person or by proxy. The Student Representative position does not count towards the total quorum numbers. 

Section 5.3 Ex-Officio Member. The immediate Past President will advise the Board in an ex-officio role. The term of this position is one (1) year and is to help facilitate the transition of a new President. 

Section 5.4 Voting by Proxy or Nominee. A Director may vote either in person or by written proxy executed by the Director or the Director’s attorney in fact and filed with the Board. A proxy is not valid after the expiration of 11 months from the date of its execution, unless otherwise provided in the proxy. A proxy continues in full force and effect until revoked, either by a written revocation delivered to the Association, by a subsequent proxy presented to the meeting, or by attending a meeting of the Directors and voting in person. A proxy is revocable unless the proxy states that it is irrevocable. A proxy is not revoked by the death or incapacity of the Director appointing the proxy unless the Association receives written notice of such death or incapacity before the vote by proxy is counted. If a Student Representatives seeks to vote by Proxy, that vote must be communicated to another Director. 

Section 5.5 Numbers and Tenure. The number of Directors shall be determined from time to time by the Board as specified by the Handbook. Director’s term limits are also set forth in the Handbook. When a Director has reached their term limit, they must leave the Board for a period of one year before being re-considered for a Director position, unless an exception is unanimously approved by the Board. At the end of each term, a Director must be re-elected to continue serving on the Board. 

The elected President, elected Vice President and appointed Student Representative shall serve on the Board as Directors and shall also serve as officers of the Chapter. The term limits for these Directors are outlined in the Handbook. After reaching the applicable term limit, the President must leave the Board for a period of one year before being reconsidered for a Director position, unless an exception is unanimously approved by the Board. After reaching the applicable term limit, the Vice President may either run for President or must leave the Board for a period of one year before being reconsidered for a Director position, unless an exception is unanimously approved by the Board. At the end of each term, the President or Vice President must be reelected to continue serving on the Board. 

The appointed Student Representative serving on the Board is subject to term limits as outlined in the Handbook. 

Section 5.6 Removal and Replacement of Directors. Any Director may be removed, with or without cause, by the affirmative vote of a majority of the Members entitled to vote in the election of that Director. Such removal may occur at any regular or special meeting of the Members, provided that notice of the meeting includes notice of the proposed removal. A separate vote shall be taken for the removal of each director proposed to be removed. 

Following the removal of a Director, the Members may appoint a replacement director in accordance with the normal voting procedures set forth in the organization’s Handbook. If the Members do not appoint a replacement Director within sixty (60) days following the removal, the position shall be deemed vacant. In such case, the remaining Directors may appoint an individual to fill the vacancy for the remainder of the unexpired term, in accordance with the procedures outlined in the Handbook. 

Section 5.7 Powers. All corporate powers of the Association shall be exercised, and the business and affairs of the Association shall be managed, by or under the direction of the Board and subject to any limitations set forth by law, by the Articles of Incorporation or by these Bylaws. Directors must be natural persons 18 years of age or older. The business and property of the Chapter shall be managed by the Board in accordance with the Handbook, which includes the Corporate Records and Policies, as such Policies are set forth from time to time by the Board. Without limiting the generality of the foregoing, and subject to the same limitations, it is hereby expressly declared that the Board shall have the power and, to the extent required by law, the duty to: 

A. Establish such committees and reporting criteria as may be needed for the proper operation of the Association and the achievement of its goals;

B. Coordinate and provide for the financial support of the Association’s activities; 

C. Provide overall policies which outline the management of the Association in the areas of finance, human resources, internal auditing, legal planning, public relations and other management areas, 

D. Appoint successor Directors to fill any vacancies by existing Directors to complete the term of the Director;

E. Appoint, establish, and designate the duties of the President; 

F. Establish policies and guidelines to ensure high levels of performance by all volunteers, employees, and Members in all endeavors of the Association and its subsidiary organizations; and    

G. Establish and operate organizations that further the activities and purposes described in IRC §501(c)(3) including, without limitation, solely-owned limited liability companies.

H. Maintain all Corporate records.

I. Keep Chapter Bylaws and Handbook up to date. 

J. Call meetings of the Chapter and Board. 

K. Appoint and discharge all Chapter Chairs and Committees, Task Forces and Engagement Groups. 

L. Provide leadership on the development of Chapter policies. 

M. Submit annual chapter performance criteria report to APA. 

N. Oversee preparation of the annual Chapter Strategic/Business Plan. 

O. Prepare an annual budget. 

P. Maintain an accurate list of Members of the chapter and send out chapter dues renewal notices and other membership materials. 

Q. Prepare a yearly Committee chapter summary: list of the officers, minutes of Board meetings, and any other information deemed necessary by the Board. 

R. Prepare an annual financial statement for the Chapter’s budget, including deficits or carryover. 

S. Submit Chapter dues rate changes to APA. 

T. Oversee annual taxes. 

U. Initiate, review, adopt, and revise an annual strategic business plan and budget by January 31st. 

V. Set the annual Chapter dues. 

W. Upon request from the AICP Ethics Officer or other party with appropriate authority, assist in investigations of alleged violations of the APA Rules of Conduct or the AICP Code of Ethics and Professional Responsibilities. 

X. Advise and consent to Committee Chair appointments or discharges. Y. Adopt and disseminate Chapter policies and positions. 

Z. Attend and participate in Chapter Board Meetings and take a leadership role in the activities of the chapter. 

AA. Remove Chapter officers, Committee Chairs, and committee members from office in the case of malfeasance, nonfeasance, or incapacity, in accordance with the process outlined in the Handbook. 

BB. Perform such other functions as are delegated herein, by the Board, the President, or Handbook. 

CC. Serve as Registered Agent. 

Section 5.8 Place of Meeting. Meetings of the Board shall be held at any place within the State of Utah designated by the Board and designated in the notice. The Board may, in its discretion and subject to any guidelines and procedures it may adopt, authorize Directors not physically present, in person or proxy, at a meeting of the Board, whether held at a designated place or held solely by electronic transmission by and to the Association or by electronic video screen communication, to participate and vote at the meeting by electronic transmission by and to the Association or by electronic video screen communication and such Directors shall be considered present in person or by proxy. 

Section 5.9 Regular Meetings. Regular meetings of the Board shall be held at least quarterly and at such times and intervals as may be determined by the Board. The Board shall establish an attendance policy for attendance at its regularly scheduled Board meetings. 

Section 5.10 Special Meetings. Special meetings of the Board may be held at the call of the President, an affirmative vote by any three (3) Directors, or by a petition signed by at least ten percent (10%) of the Members. 

Section 5.11 Notice of Regular and Special Meetings. Notice of the time and place of special meetings shall be given to each Director. If notice is delivered personally, by telephone, or by electronic transmission, it shall be delivered at least 48 hours before the time of the meeting. The notice need not specify the purpose of the meeting. Notice by electronic transmission shall be deemed to have been delivered when: 

A. Transmitted to a facsimile number provided by the Director for the purpose of receiving notice;

  B. Transmitted to an electronic mail address provided by the Director for the purpose of receiving notice; 

   C. Posted on an electronic network, with a separate notice to the Director of the posting; or 

   D. Delivered to the Director by any other form of electronic communication consented to by the Director. 

Section 5.12 Waiver of Notice. Written modification of regular or special meetings shall be delivered to each Director no less than twenty-four (24) hours in advance. Notices may be delivered in person, by electric communication or tracking transmission or through the mail to his or her last known address. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting unless the Director objects, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting was not lawfully called or objects, at the meeting, to the consideration of any business that was required to be, but was not, included in the notice of the meeting. 

Section 5.13 Quorum and Manner of Actions. A simple majority of the elected Directors constitutes a quorum of the Board for the transaction of business. The Student Representative does not count towards the quorum requirement, although they are a voting member. Any act approved by a majority of the Directors present at a duly held meeting at which a quorum is present is the act of the Board, unless the Utah Revised Nonprofit Corporation Act or the Articles of Incorporation require a greater number. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors leaving less than a quorum, if any action is approved by at least a majority of the Directors who constitute the required quorum for the meeting. A majority of the Directors present, even if less than a quorum, may adjourn a meeting to another time and place. If a meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to each Director not present at the time of the adjournment. 

Section 5.14 Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if each and every Director in writing either (a) votes for the action, (b) votes against the action, or (c) abstains from voting and waives the right to demand that action equals or exceeds the minimum number of votes that would be necessary to take the action at a meeting at which all of the Directors then in office are present and voted. 

Section 5.15 Transactions. Only those officers of the Association or those Directors authorized by the Board may make contracts or otherwise act on behalf of the Association. The Directors and officers of the Association authorized to act on behalf of or sign for the Association may also be interested directly or indirectly in certain contracts relating to or incidental to the operations conducted by the Association, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Association (authorized) notwithstanding that they may also be acting as individuals, or as Directors of Trusts, or as agents for other persons or corporations, or may be interested in the same matters as Directors, agents or otherwise; provided, however, that any contract, transaction, or act on behalf of the Association in a matter in which the Directors or officers are personally interested shall be at arm’s length, fair to the Association and does not violate of the legal proscriptions against the Association’s use or application of its funds for private benefit, and provided further that no contract, transaction, or act shall be taken on behalf of the Association which would result in the denial of the tax exemption under Section 501(a) and 501(c)(3)of the Internal Revenue Code and its regulations as they now exist or maybe amended. 

Section 5.16 Resignations and Retirement. Any Director or officer may resign at any time by submitting his or her resignation, in writing, to the Board, or the President. The resignation shall become effective on receipt of the resignation. The Board may appoint an individual to fill a vacancy for the remainder of the term through a majority vote, in accordance with the Handbook. 

Section 5.17 Compensation. Directors shall not receive any stated salary for their services. The Board shall have power in its discretion to contract for and pay to Directors rendering unusual or exceptional services to the Association special compensation appropriate to the value of such services. 

Section 5.18 Secretary/Treasurer of the Board. The Board shall select an Administration and Finance Chair at a regular or special meeting of the Association from among the Directors to serve for a term of one (1) year. The Administration and Finance Chair shall function as the corporate Secretary and perform such duties as outlined in the Handbook and may be assigned from time to time by the President and the Board. 

ARTICLE VI OFFICERS 

Section 6.1 President. A President of the Association (the “President”) shall be elected by a simple majority vote of the Members. The President shall implement the Association’s policies, and shall have the following duties, responsibilities, and powers together with all others necessary or beneficial in the discharge thereof: 

  A. Exercise control over the business, affairs and property of the Association and the general supervision over its officers, employees, agents, and subsidiary organizations; 

B. Monitor the effectiveness of policies, programs and activities of the Association and make reports to the Board with respect thereto, including recommendations as to changes which might improve performance of same; 

C. Develop long-range master plans focusing and directing the Association’s future activities for approval by the Board; 

D. Develop and maintain relationships with local, state and federal government agencies, with private, professional, educational, and with other groups and organizations; 

E. Manage staff support to the Board as may be required and maintain a working relationship and communication with the Board; 

F. Appoint, with prior approval of the Board, the other officers and staff of the Association, fix their duties, supervise their activities and determine their compensation, if any, within guidelines approved by the Board; 

G. Be responsible for the employment, supervision and determination of compensation, benefits and working conditions (within guidelines approved by the Board for all other employees, contract employees and agents of the Association; 

H. Report to the Board on a regular basis regarding the condition of the Association, achievement of its goals, status of its budgets and such other matters as the Board may require or as the President may deem appropriate; and 

I. Ensure that the policies and guidelines established by the Board are complied with by those persons or organizations subject to them. 

Section 6.2 Vice President. A Vice President of the Association (the “Vice President”) shall be elected by a simple majority vote of the Members. The vice President shall: 

     A. Act in the absence or incapacity of the President 

B. Should the President resign, the Vice-President shall assume the office of the president for the remainder of the term and shall assume all duties of the president in #1 above. 

C. Shall assist the president with all roles and responsibilities. 

D. In odd years, notify the Members of their election to office. 

E. Be a non-voting member of all Chapter Committees. 

F. Perform other duties customary to the office 

Section 6.3 Student Representative. The responsibilities of the Student Representative shall be as follows: 

A. Manage the APA Utah Student Engagement Group and University Representatives: University Representatives are those that are enrolled in a planning program within Utah and have been appointed to leadership positions in their planning group. They serve to represent the interests of the student planners within the state. 

B. Student Representative will serve as the voice of the Student Engagement Group. 

C. Will be the Chapter representative for university events. 

D. Help ensure that student organizations are functioning and hosting regular events. 

E. Communicate with students about Chapter events and opportunities. 

ARTICLE VII EXECUTION OF INSTRUMENTS. BORROWING OF MONEY AND DEPOSIT OF ASSOCIATION FUNDS. 

Section 7.1 Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation, in these Bylaws or in any resolution of the Board which specifically designates otherwise, the President may, in the name and on behalf of the Association, execute and deliver any contract or other instrument which is consistent with the policies established by the Board and which does not obligate the Association to any financial commitments beyond those specifically approved by the Board. 

Section 7.2 Loans. No loan or advance shall be contracted on behalf of the Association, no guarantee of any obligation or indemnification of any other entity shall be made by the Association, no stock of any kind or nonnegotiable paper or other evidence of this obligation under any loan or advance shall be issued in its name, and no property of the Association shall be mortgaged, pledged, hypothecated, transferred or conveyed as security for the payment of any loan, advance indebtedness or liability of the Association, unless and except as authorized by the Board. Any such authorizations may be general or confined to specific instances. 

Section 7.3 Deposits. All monies of the Association not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board may select from time. 

Section 7.4 Checks, Drafts, etc. All notes, drafts, acceptances, checks, endorsements and, subject to the provisions of these Bylaws, evidences of indebtedness of the Association shall be signed by such officer or officers or such agent or agents of the Association and in such manner as the Board from time to time may determine. Endorsements for deposit to the credit of the Association in any of its duly authorized depositories shall be in such manner as the Board from time to time may determine. 

ARTICLE VIII CONFLICT OF INTEREST 

Conflict of Interest Whenever a Director has a financial or personal interest in any matter coming before the Board, the affected person shall fully disclose the nature of the interest and withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Chapter to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

ARTICLE IX COMMITTEES 

Section 9.1 Appointment. The Board may from time to time establish standing and ad hoc committees and appoint the membership thereof to assist the management of corporate affairs. The membership, number and function of such committees may be changed by the Board as deemed necessary. Members and Chairs of committees need not be Directors.

Section 9.2 Responsibilities. Each committee shall have the responsibility for the phases of corporate activity assigned to it from time to time by the Board. All committees shall keep regular minutes of their proceedings and shall report the same to the Board. 

Section 9.3 Committee Chair. The Chair of each committee shall be appointed by the Board and shall have the following general duties, responsibilities and powers together with such others as may be determined from time to time by the Board: 

     A. Preparation of agenda for committee meetings; 

B. Presiding at committee meetings; 

C. Reporting to the Board during regular or special meetings; 

D. Preparation and presenting to the Board; formal committee recommendations; 

E. Appointing a vice-chair to serve in his absence; 

F. Appointing a committee secretary; 

G. Delegation of specific responsibility among committee members; and 

H. Requesting and obtaining appropriate administrative staff assistance. 

ARTICLE X FISCAL YEAR 

Section 10.1 Fiscal Year-end. The fiscal year-end of the Association shall be December 31, or as fixed by resolution of the Board.

ARTICLE XI INDEMNIFICATION AND INSURANCE 

To the full extent permitted by law, and subject to the requirements of the Utah Revised Nonprofit Corporation Act, the Association shall indemnify all Directors and officers, and may indemnity Committee members, Task Force members, employees, or any Member volunteering on behalf of the Chapter, against all liability incurred by them in connection with the defense of any proceeding in which they are made a party by reason of being or having been a Director or officer, or Committee member, Task Force member, employee, or Member volunteering on behalf of the Chapter, except in relation to matters as to which they have failed to satisfy the applicable standards of conduct to be eligible for indemnification as set forth in Section 9 of the Utah Revised Nonprofit Corporation Act or any other applicable provision of law, and shall make such other indemnification arrangements (including advanced payment of expenses) as shall be authorized by the Board, consistent with the requirements of the Utah Revised Nonprofit Corporation Act and any other applicable legal requirements. Nothing contained herein shall prevent the Association from obtaining appropriate liability insurance for any of the foregoing, in such manner and such amounts as the Board may deem appropriate. 

ARTICLE XII LIMITATION ON LIABILITY 

To the fullest extent permitted by the Act or any other applicable law as now in effect or as it may hereafter be amended, no Director or officer of this Association shall be personally liable to the Association for monetary damages for any acts or omissions in the performance of such person’s duties as a Director or officer. Neither any amendment to nor repeal of this Article, nor the adoption of any provision in these Articles inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. 

ARTICLE XIII MISCELLANEOUS 

Section 13.1 Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.

Section 13.2 Conflict with Applicable Law or Articles of Incorporation. Unless the context requires otherwise, the general provisions, rules of construction, and the definitions of the Utah Revised Nonprofit Corporation Act shall govern the construction of these Bylaws. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation. 

ARTICLE XIV AMENDMENTS 

Section 14.1 Amendment. These Bylaws may be amended in whole or in part, consistent with the requirements of the Articles of Incorporation, upon the affirmative vote of a majority of all Members. 

 SECRETARY’S CERTIFICATE 

I, the Undersigned, being the Secretary of the Utah Chapter of the American Planning Association, do hereby certify the foregoing to be the Amended and Restated Bylaws of such corporation, as approved by the APA Utah Members and adopted by resolution by unanimous written consent of the Board dated the [__] day of _________, 2025. 

  ____________________________________________

[Name], Secretary