1.0 GENERAL

1.1 Name
The name is the City Planning and Management Division of the American Planning Association. The Division has been authorized by and is subject to the Bylaws of the American Planning  Association.

1.2 Mission
The mission of the Division is to support public sector planners and managers in their roles to build inclusive and sustainable cities and communities.

1.3 Purpose
The purpose of the Division is to:
1.3.1 Advance the practice of urban planning and coordinated city management in cities by:
a. increasing the understanding of planning as a key element of policy formation and public administration at the local level of government;
b. promoting the special needs of cities, including planning and management, at the state and national levels of government;
c. facilitating a liaison with other divisions, chapters and institutions within APA and with other professional associations interested in City Planning and Management.
1.3.2 Facilitate learning and mentorship opportunities;
1.3.3 Be a resource for best practices and innovations that strengthen our profession;
1.3.4 Provide a platform for the exchange of ideas; and
1.3.5 Provide scholarships, grants and other financial support opportunities to members wishing to advance their careers.

1.4 Nonprofit status
The City Planning and Management Division is a subordinate entity under the nonprofit 501(c)(3) status of the American Planning Association.

1.5 Procedures
1.5.1 Executive, Committee and Business meetings of the Division shall be guided by the principles of basic parliamentary procedures.
1.5.2 It is encouraged that, wherever reasonably possible, decisions shall be reached by consensus.
1.5.3 The Executive Committee shall disseminate adequate notice of and information pertaining to decisions requiring a vote by the membership, including by direct email to members and through the Division’s website.
1.5.4 The Executive Committee shall strive for accessibility, accountability, and collaboration with membership about Division decisions.

2.0 MEMBERSHIP

2.1 Eligibility
2.1.1 Membership is open to all individuals, agencies, firms, and institutions with special interest in city planning and management.
2.1.2 APA members interested in Division membership may join upon payment of dues.
2.1.3 Those Division members who are not members of APA shall be known as Division Affiliates. The Board may assess an additional service fee to be charged to Affiliates.

2.2. The services that the Division shall provide to its members may include:
2.2.1 Holding events and programs, such as webinars, conference sessions, and networking opportunities.
2.2.1 Communicating the news and activities of and related to the Division, through email, newsletters, social media, and a Division website.
2.2.3 Preparing or supporting research papers for publication in APA or other professional or academic journals.
2.2.4 Supporting the professional growth of membership.
2.2.5 Recommending statements of policy that support the mission of the Division to APA for their consideration and adoption.
2.2.6 Preparing and making available to members an Annual Performance Report, Work Plan, and Budget.
2.2.7 Meeting annually with Division officers and members during the APA national conference.

2.3 Termination
Membership will be terminated upon failure to pay Division dues. Division dues are paid annually to APA.

3.0 OFFICERS AND ELECTION PROCEDURES AND CONTENT
The elected officers of the Division are, Chairperson, Vice Chairperson, Director of Administration (secretary), Director of Finance (Treasurer), and Immediate Past Chair. Other Officers may be appointed from time to time at the discretion of the Chairperson.

3.1 Elections
3.1.1 Elections will be held every two years. Newly elected officers will assume office on January 1st in odd-numbered years, or otherwise in accordance with APA’s standardized Division election cycle.
3.1.2 No Division member may serve more than two terms as Chair, whether consecutive or non- consecutive terms. All other elected officers may serve up to three terms in an individual officer position, whether consecutive or non-consecutive terms.
3.1.3 All officers must be current APA and Division members in good standing. Division Affiliates are not eligible to hold elected office.

3.2 Nominating Committee
3.2.1 A Nominating Committee consisting of three or more Division members shall be appointed bi-annually by the Chairperson during even numbered years. The Nominating Committee shall:
a. Present an election schedule, which will include a call for nominations, submission of candidate material, and balloting window, for the Executive Committee’s approval.
b. Issue a call for nominations from the Division membership and conduct an election. The call for nominations will encourage diversity in Officer positions. The Nominating Committee will allow a minimum of two weeks for nominations from Membership to be submitted.
3.2.2 Nominating Committee members may not include members running for office.
3.2.3 The Immediate Past Chair may serve on the Nominating Committee, or current Chair may serve if not running for office.
3.2.4 In the case of a tie, the Nominating Committee shall submit a second ballot of the same candidates for only the tied officer role to membership, within 1 week of the completed first ballot. The Nominating Committee shall provide an explanation to the membership of the tie- break procedure. The candidates in question will be informed by the Nominating Committee of the tie-break procedure but will not be granted an opportunity to submit additional or modified material in support of their campaign to membership. In the case of a second tie by ballots cast, the Nominating Committee Chair shall determine the winner by a random drawing.

3.3 Election Ballots
3.3.1 Each ballot shall include listed candidates for the Officer position(s) determined via the Nominating procedure above. It will also include the election process, including ballot due dates.
3.3.2 Each election may include a non-binding solicitation for write-in candidates (AKA also known as volunteers) to serve as Committee Members for the core committees or other committees formed by the Chairperson per ARTICLE 4.

3.4 Duties of Officers
3.4.1. The Chairperson shall:
a. Preside at all Division meetings; prepare an annual program and budget for approval by the Executive Committee; establish and appoint committees and a newsletter editor; oversee such Division activities as policy, finance, publications, research, public relations, and contracts with related organizations; serve on the Divisions Council of APA; and make such other delegations and decisions as necessary to carry out the mission of the Division. The Chairperson is further responsible for complying with requirements of the APA Corporate Bylaws.
b. The Division Chair, or a designated proxy, must attend APA’s two annual meetings: the annual APA National Planning Conference and the annual APA Leadership Meeting. The Chair’s proxy must be a sitting member of the Executive Committee or a Past Chair of the Division.
3.4.2 The Vice Chairperson assists the Chairperson and coordinates committee activities. In the absence or resignation of the Chairperson, the Vice Chairperson assumes these duties. 
3.4.3 The Director of Administration (Secretary) shall provide notice of and prepare minutes for all Executive Committee meetings and of the Division’s annual business meeting; oversee preparation of the Annual Performance Report and Work Plan for approval by the Executive Committee; manage the Division’s record keeping and digital file storage and archive; coordinate the posting of appropriate Division records and files to the Division’s website; fulfill all recordkeeping and reporting requirements stipulated by APA; and submit proposed bylaw amendments to membership.
3.4.4 The Director of Finance (Treasurer) shall oversee preparation of the annual Budget, for approval by the Executive Committee; manage Division funds and accounts and provide regular reports to the Executive Committee on the status of the Division’s finances; prepare an annual financial report to be presented to the Executive Committee in advance of and at the annual business meeting.

3.5 Vacancies
3.5.1 In the absence or resignation of the Chair, the Vice Chair will assume the duties of the Chair, under the title of Acting Chair, until the term of the vacated Chair is complete. An Acting Chair’s term will not count toward a Chair’s two-term limit.
3.5.2 All other vacancies, including that of a Vice Chair who becomes an Acting Chair, shall be filled for the remainder of an unexpired term by appointment by a vote of the Executive Committee within sixty calendar days of an officer vacancy. The Executive Committee may or may not call on membership for nominations to fill inter-term vacancies. Vacancies are so appointed until the next election cycle.
3.5.3 The Executive Committee has the authority, but is not obligated, to hold a special election if an officer vacancy will be for a period of 12 months or more.

3.6 Termination
If a Division officer is unable to perform their duties or is not functioning within the guidelines of their elected position outlined by the APA and Division Bylaws and the Division Performance Criteria and Policies, the subject Division officer may be asked to resign or be terminated from their position by a majority vote of the Executive Committee.

4.0 COMMITTEES

4.1 Executive Committee
4.1.1 The Executive Committee shall consist of: Chairperson, Vice Chairperson, Director of Administration (Secretary) and Director of Finance (Treasurer), and any other Division officials as determined by the Executive Committee. The Past Chair shall, at their option upon completion of an elected term, succeed as an ex-officio non-voting officer of the Executive Committee
4.1.2 All Executive Committee officers must be Division members in good standing for the duration of their term.
4.1.3 Additional leaders appointed at the discretion of the Officers may act in an advisory capacity to the Executive Committee.
4.1.4 The Executive Committee shall:
a. Manage the business and programs of the Division. The Executive Committee shall make decisions by a majority of votes, except where specified otherwise in these bylaws.
b. All officers shall attend all Executive Committee meetings, typically held once per month, or notify the Director of Administration in advance of their required absence.
c. The Executive Committee shall disseminate adequate notice of and information pertaining to decisions requiring a vote by the membership, including by direct email to members and through the Division’s website. Communicate plans and decisions with membership and provide clear channels of communication for members to engage with the Executive Committee.
d. The Executive Committee shall strive for accessibility, accountability, and collaboration with membership about Division decisions. Prepare, approve, and submit to APA the Annual Performance Report, Work Plan, and Budget, following the requirements prescribed by APA’s Divisions Council.
e. Authorize expenditures consistent with the annual budget and subject to consent by the Chair.
f. Prepare and facilitate the Division’s by-right educational session(s) at the National Planning Conference, and other sessions as warranted.
4.1.5. Meetings of the Executive Committee shall be called by the Chairperson, or by a majority of the committee members. A majority of the Executive Committee shall constitute a quorum. Meetings may be held in person or via other communications media. Votes of the Executive Committee may be held during in-person meetings, by electronic poll, or by email.

4.2 Other Committees
The Chairperson shall appoint other committees and committee chairpersons as deemed necessary to carry out the mission of the Division. The committees or committee chairpersons may include these five core committees:
4.2.1. The Communications Committee to manage all the Division's external communications, including the Division’s website, membership communications, social media, newsletter, and branding management.
4.2.2. The Programs Committee to propose, manage, and facilitate Division programs, such as mentorship, webinars, networking, and conference sessions.
4.2.3. The Membership Committee to manage all membership relations and advise the Executive Committee on membership demographics and trends. It will also manage the Division’s annual nominations to the College of Fellows of the American Institute of Certified Planners. It will develop and execute a survey of membership at a minimum of every two years and coordinate closely with the Communications Director to develop and manage efforts to increase membership and ensure contact details are up-to-date and accurate.
4.2.4. The Chapter Engagement Committee build relationships between our Divisions by routinely meeting with the other Population Based Divisions Executive Committee and Division programs coordinators to determine areas of common interest and how we can support each other.
4.2.5 Committee of Student Ambassadors, student members of the Division serving as liaison between Division leadership and student members.

5.0 MEMBER SERVICES

5.1 Annual Program
The Chairperson shall prepare and present an annual program of membership services for review and adoption by the Executive Committee. The programming of member services may include but shall not be limited to the following: Division Business Meeting, newsletter, conference program, workshops, technical sessions, and coordinating the Division's program with other units of APA.

5.2 Division Business Meeting
The Division shall hold an annual business meeting during the APA National Conference. Notice of the annual meeting shall be communicated by email to the Division membership and posted to the Division website at least 30
calendar days prior to the meeting. A quorum for purposes of conducting Division business shall consist of one percent (1%) of the membership as of the meeting notification date.

5.3 Services Provided
The services that the Division shall provide to its members may include: 
5.3.1 Holding events and programs, such as webinars, conference sessions, and networking opportunities.
5.3.2 Communicating the news and activities of and related to the Division, through email, newsletters, social media, and a Division website.
5.3.3 Preparing or supporting research papers for publication in APA or other professional or academic journals.
5.3.4 Supporting the professional growth of membership.
5.3.5 Recommending statements of policy that support the mission of the Division to APA for their consideration and adoption.
5.3.6 Providing advocacy for women in the planning profession and providing support to membership who need APA assistance.
5.3.7 Preparing and making available to members an Annual Performance Report, Work Plan, and Budget.
5.3.8 Meeting annually with Division officers and members during the APA national conference.

6.0 FINANCE

6.1 Dues
The Executive Committee, with APA Board approval, shall determine the annual dues. Division dues shall be consistent with the APA division dues schedule for all categories. Dues are collected by APA and are rebated to the
Division by APA’s national office. Dues are collected by National APA.

6.2 Other Revenue
Subject to approval by the Executive Committee and National APA, the Division may accept contributions, donations, and grants. The Executive Committee may establish fees for publications and services to be offered to non-members or as special services to members.

6.3 Contracts
The Division shall not enter into contracts or obligate the Division financially or in name if said obligation or contract exceeds $500.00 USD and is not described and proposed in the approved annual Work Plan and Budget. All agreements, partnerships with outside organizations or individuals, or previously unidentified expenses shall be submitted to APA prior to any action being taken.

6.4 Travel Reimbursement
6.4.1 Costs to the Chair or designated proxy for travel to and accommodation at required APA meetings will be reimbursed by the Division at (a) 100% of incurred cost, or (b) up to 35% of the Division’s annual budget, whichever is the lesser amount.
6.4.2. To manage the Division’s leadership travel expenses and focus financial resources on member services, leadership should travel as economically as is reasonably possible.
6.4.3. The following expenses are eligible for reimbursement for the approved traveler:
a. Round trip ground transportation from traveler’s home to the point of departure (airport, train station). Expense can be for public transit, taxi, or mileage.
b. Primary transportation to the meeting location (airfare, train, or mileage/parking). The lowest refundable economy fare must be purchased.
c. Hotel for the night(s) of the Leadership Meetings (room rate and tax). Ancillary expenses incurred at the hotel (eg: room service, wifi) shall not be reimbursed by the Division.
d. If not staying in an APA-designated meeting hotel, accommodation expenses cannot exceed the APA- designated hotel nightly fee.
e. Round trip ground transportation from the point of arrival (e.g.: airport, train station) to the hotel or place of accommodation (i.e.: public transit or taxi fare).

7.0 COMMUNICATIONS, WEBSITE, and BRANDING

7.1 Member Communications
The Executive Committee shall ensure a minimum of six digital bulletins or newsletters are disseminated to membership per year. The Executive Committee, at the discretion of the Chair, may choose to disseminate additional communications to members outside of a regular schedule, as special events or announcements arise. A digital file of each bulletin or newsletter shall be posted on the Division’s website.

7.2 Website
7.2.1. The Division shall maintain a website to provide information to members and to advertise the purposes of the Division. The Executive Committee will ensure the website provides up-to- date, timely, and relevant information.
7.2.2. The Executive Committee will ensure the website is updated at a minimum every quarter (every three months). These updates will be managed by the Director of Communications and reported to the Executive Committee.
7.2.3. Executive Committee and annual business meeting minutes, the annual Performance Report and Workplan, as well as other Division business material at the discretion of the Executive Committee, shall be posted in a timely manner to the Division website.

7.3 Branding
The Division shall use developed APA branding, logos, and imagery for all publications and media produced by or for the Division. Division publications shall be identified with the Division’s full name, as “a Division of the American Planning Association” with the uniform logotype of APA.

8.0 DIVISION REPRESENTATION
No member shall represent the Division regarding Division policy without obtaining the approval of the Executive Committee. No member shall represent APA without obtaining the approval of the Executive Committee and of the APA Executive Director.

9.0 RIGHT TO PRIVACY
All Division member anonymity shall be respected in undertaking Division activities, including billing. Division members will be provided the opportunity to opt out of inclusion in Division membership communications or directories.

10.0 AMENDMENTS
The Division is free to amend or replace its bylaws at any time using the following procedure:
1. Amendments to the bylaws may be proposed by the Executive Committee or by a petition signed by at least ten percent of Division members in good standing.
2. The Executive Committee shall submit proposed bylaw amendments to the membership for a period of review and comment of no less than fourteen calendar days. An email address and/or online comment portal will be provided to Division members enabling them to submit feedback on the proposed amendments.
3. A copy of the proposed amendments shall be shared with APA for review before adoption by the Division. If no response is received from APA within 14 calendar days of submittal, the Division may proceed with a vote by Division members on the proposed amendments.
4. Bylaws may be amended by a majority of the valid ballots received. Electronic ballots will be used. Approved bylaws shall be posted to the Division’s website and submitted to APA.

Proposed Amendments to Bylaws
Drafted by Margaret Wallace Brown August 28, 2022
Revisions proposed by Don Roe September 19, 2022
Revisions accepted by Margaret Wallace Brown September 26, 2022