Part 3: Board Structure and Processes

Board Structure and Processes

3.1 APA Utah Board Authority

This section explains the legal foundation, which includes Utah state law and the Chapter Bylaws, which empowers the Board to govern, fulfill its mission, and manage responsibilities. Understanding this authority supports effective, lawful governance.

• As defined in Utah State Code Ann. §16-6a-102 and outlined in the Chapter’s Bylaws, the APA Utah Board is authorized to manage the affairs of the Utah Chapter, American Planning Association, a nonprofit corporation. 

• The Board is empowered to oversee the mission, strategy, and fiduciary health of the organization.

3.2 Board Purpose

This section defines the Board’s role in guiding strategy, upholding planning standards, and ensuring the Chapter’s health, with a focus on education, ethics, and advocacy. Member responsibilities are in Appendix G.

• Strategic oversight

• Uphold professional standards

• Promote sound planning practices and planning education across the state of Utah. 

• Ensure fiscal sustainability and program alignment

Individual responsibilities of the Board are outlined in Appendix G.

3.3 Board Composition

This section outlines the APA Utah Board’s composition (including elected members, non-elected member(s) and Directors who also fill the role of Officers) and the process for setting Board size.

• The APA Utah Board consists of at least five (5) and no more than thirteen (13) Directors, some of whom will also serve as Officers (President, Vice President, and Student Representative). 

  • Directors: 

    • A minimum of five (5) and a maximum of thirteen (13) elected positions that also serve as Committee Chairs. Currently, APA Utah will have seven (7) elected Directors.

    • Elected President and Vice President (full voting member and counts towards the quorum numbers)

    • Appointed Student Representative (serves as a one-year, does not count toward quorum numbers, full voting member)

  • Officers

    • Elected President and Vice President of APA Utah

    • Student Representative 

  • Ex Officio Member - 

    • Past President (serves for one year after leaving the President position, non-voting term following their presidency)

A Board resolution shall determine the exact number of Board seats and may be adjusted based on organizational needs, workload, or strategic goals. Changes to Board size shall be approved by a simple majority vote of the full Board and documented in meeting minutes.

3.4 Elections and Appointments

This section details APA Utah’s transparent election process, terms, vacancy procedures, and the Nominating Task Force’s role in promoting equitable, inclusive leadership.

• The Directors, other than the Student Representative, are filled by elections of the membership

• Elections will be held each year

• The Directors, other than the Student Representative, shall serve staggered three-year terms, as outlined in the graph in Appendix E.

• The Board appoints the Student Representative

• The Nominating Task Force oversees the nomination process

• Board approval is required for the appointment to fill a vacancy, as outlined below:

  1. The Student Representative shall be appointed annually by the Board and serve a one-year term. A Student Representative may serve up to two (2) terms. 

  2. A vacancy of a Director or Officer position may be filled by an appointment with ratification by a majority vote of the Board. This appointment will be for the remainder of the term. The vacant seat will not count against the quorum number until it is filled. 

• Transparent and equitable selection practices are emphasized

3.5 Board Meetings

This section sets expectations for regular Board meetings, including the Annual Retreat and Member Meeting, quorum rules, and activities to foster collaboration and engagement.

• The Board customarily meets monthly, but should meet no fewer than four times per year

• A quorum is reached when the majority of voting members are present

• Annual Board Retreat required; the retreat should include strategic planning, goal setting, team building, review of Board performance, and orientation for new members

• An Annual Member Business Meeting shall be held to inform and engage the general membership on the organization's activities, financial status, committee reports, and plans for the coming year

3.6 Board Code of Conduct

This section outlines expected Board member conduct—active participation, timely communication, ethical behavior—and requires annual conflict of interest disclosures to ensure transparency and integrity.

• Ethical, respectful, and professional behavior is required

• Active engagement in Board duties

• Ensure consistent and prompt communication to maintain organizational momentum

• Speak with one voice: Support board decisions publicly and represent the organization in a unified manner when communicating with members, partners, and external stakeholders.

• Conflict of interest disclosures are required annually

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