Board Member Roles and Responsibilities: 

The effectiveness of APA Utah depends heavily on the dedication and active engagement of its Directors and Officers. This appendix outlines the fundamental responsibilities expected of the Board to ensure strong leadership, uphold the Chapter’s mission and values, and promote organizational success. These duties encompass governance, oversight, representation, and collaboration, all of which are essential to advancing APA Utah’s goals and maintaining the trust of its members and stakeholders.

• Support and advance the mission, vision, and values of APA Utah

• Attend and actively participate in board meetings and retreats

• Lead at least one standing committee and provide oversight for any associated task forces

• Review meeting materials in advance and stay informed about APA Utah activities

• Represent APA Utah in a professional and ethical manner

• Disclose conflicts of interest and abide by the Code of Ethics

• Participate in fundraising, outreach, and chapter events

• Contribute to strategic planning and goal-setting

• Maintain confidentiality when appropriate

• Respond promptly to the Executive Manager and fellow Directors and Officers, and share requested information to help keep the organization moving forward.

1. Terms Of Office

The term of all elected Directors and Officers shall be three years. There shall be a two (2) term limit for all elected Directors and Officers, without taking a year break.  All Directors and Officers shall take office on January 1 of the year following their election.

 The Student Representative and Past-President shall serve a one-year term and shall take office on January 1. The term of office for a Director or Officer that is appointed to fill a vacant position shall be the remainder of the term for the position filled. The appointed term shall not count towards the term limit, unless serving more than two (2) years in the appointed position.  

See Appendix E outlining the term cycles for the Directors and Officers. 

2. Removal Of Directors and Officers

Removal of a Director or Officer. An elected Director or Officer may be removed from their position as outlined in the Bylaws.

• Grounds for removal may include, but are not limited to:

• Serious misconduct or violation of professional ethics

• Persistent failure to fulfill Board or Officer responsibilities, including failure to respond to communications or provide requested information

• Three or more unexcused absences from scheduled Board meetings within a calendar year

• Inability to perform duties due to a medical condition that prevents effective participation

Upon removal, the Board may require the Director or Officer to return all documents, data, and materials—finished or unfinished—related to their service. These must be returned within fifteen (15) days of the request.

All removal decisions must be made thoughtfully, with the organization’s mission and integrity in mind.

3. Resignation or Leave of Absence   

Each Director or Officer shall have the right to resign at any time upon written notice thereof to the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective. Each Director or Officer may also ask the Board for a leave of absence for up to two months at the discretion of the Board. 

4. Appointments for Vacancies and Unfilled Elected Board Positions 

The Board may fill any vacancies in office occurring during a term through interim appointment by a majority vote of the Board. The candidates considered for filling a vacancy shall be recommended by the Nominating Committee. Such appointed officers shall serve the unexpired term of their predecessor. The appointed term shall not count against the term limit, unless they are appointed for more than two (2) years of the three (3) year term. 

The Chapter Board may also appoint a Board Director or Officer who is generally elected if no candidates are available to run for that elected office during an official election. Such an appointment may only be made if at least two Chapter-wide announcements have been made recruiting a candidate or candidates for the position prior to the election deadline to submit candidates, in addition to recruitment efforts by members of the Nominating Committee. The appointment shall be approved by a majority vote of the Board. Such appointed officers shall serve the normal term for the elected position. If the requirements for an appointment were not met, a special election may be conducted.

5. Voting Procedures of the APA Utah Board 

These exclusive duties of the Board shall be approved by vote at a board meeting, in person or by Zoom or similar video option, as permitted by applicable law. If a quorum is present and requirements of this Handbook or Bylaws are otherwise followed, a Board or membership meeting held by telephone or videoconference is an entirely valid meeting, with the same legal effect as a meeting held in person. The Board is also authorized to approve items through an e-vote ballot. If an e-vote is used, the ballot must set forth the proposed action; provide an opportunity to specify approval, abstention, or disapproval of any proposal; and provide a reasonable time within which to return the ballot. Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot within the period specified equals or exceeds the quorum required to be present at a meeting authorizing the action and the final vote is unanimous. The results of the vote shall be added to the minutes of the next board meeting. 

6. Adoption Of Strategic Plan

The Board shall adopt a Strategic Plan by a majority vote, following the criteria and timeline as outlined in National APA’s Chapter Performance Criteria.

 The Strategic Plan includes two key components:

• A 4-Year Strategic Plan (updated at least every two years) that outlines the Chapter’s long-term vision for programs and services.

• A 2-Year Work Plan (updated every year), included as an appendix to the Strategic Plan, that identifies specific, measurable goals and actions for the near term.

The Strategic Plan defines the Chapter’s future direction and the initiatives it aims to pursue. The Work Plan builds on this vision by listing achievable objectives, programs, and actions the Chapter can carry out with its available resources. These should align with the Chapter’s Mission Statement and guide annual priorities.

 All actions and programs in the Work Plan must be reflected in the Chapter Budget to ensure consistency between planning and spending.

 As a best practice, the Board may hold a Board Retreat to strengthen relationships among the Board and to focus on developing the Strategic Plan, Work Plan, and budget in a collaborative setting.

7. Chapter Directors:

Directors (also Committee Chairs)

• Lead the work of their committee in accordance with its charter

• Schedule and preside over committee meetings; delegate tasks as outlined in the charter and ensure their timely completion

• Report regularly to the Board on committee progress. Provide Board reports in advance of board meetings. 

• Ensure meeting notes and action items are documented

• Coordinate with the Executive Manager and other committees as needed

• Encourage the inclusion of a committee secretary to support meeting documentation

• President, Vice President, and Student Chair are Directors, as well as Officers. 

8. Chapter Officers:

President

• Provides leadership and strategic direction for the organization

• Presides over all board meetings and retreats

• Serves as primary spokesperson and liaison with APA National

• Supervises the Executive Manager and ensures accountability

• Appoints committee chairs with board approval

• Oversees the implementation of the strategic plan

• Ensures committee and task force chairs are fulfilling their responsibilities and progressing in their work

Vice President

• Assists the President and assumes duties in their absence

• Supports committee chairs and task force coordination

• Helps lead strategic planning and organizational development

• May be delegated oversight of specific initiatives or responsibilities

Student Representative

• Offers insight into student perspectives and priorities

• Helps connect APA Utah to student groups and planning programs

• Assists with student outreach and engagement

• Acts as a bridge between the organization and universities and faculty, helping to strengthen communication, engagement, and opportunities for students across the state.

9. Ex Officio- Past President (Ex Officio)

• Provides continuity and institutional knowledge

• Chair and support the Past Presidents Committee

• Supports board mentorship and special projects as requested by the Board

• Provides support with APA National

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