Article I
Organization & Purpose
Section 1: The name of
this association shall be the Greater Springfield Apartment & Housing
Association hereafter referred to as "this Association."
Section 2: The purpose of this
association shall be:
A. To advance the general welfare of the rental housing industry.
B. To function cooperatively with the International Apartment Owners
Association and its
affiliated associations.
C. To participate for the purpose of mutual benefit in an interchange
of information and Experience with all state and local affiliated
associations of the National Apartment Association.
D. To encourage within the rental housing industry, a high appreciation
of the objectives and
E. Responsibilities of rental housing owners and managers in providing
adequate privately owned housing.
F. To promote the enactment and enforcement of local, state and
federal laws beneficial to the Rental housing industry and free
enterprise.
G. To disseminate useful information to all members and inspire them
to further educate themselves in the practical features of their rental
housing operations.
H. To advocate a code of ethics to maintain high professional standards
and sound business methods among its members for the best interest of
the industry and the public.
I. To serve the rental housing industry and Association members through
educational resources, legislative efforts and communication.
ARTICLE II
The Fiscal Year
The fiscal budget year for this Association shall be July 1 to June 30.
ARTICLE III
Membership & Sponsors
Section 1: Membership in the Greater
Springfield Apartment & Housing Association shall be
comprised of developers, builders, owners, operators and/or managers of
rental housing, banks, building and loan associations and other mortgage
lenders, title companies, and other persons, business or institutions
interested in the promotion of the rental housing industry.
Section 2: Membership in this Association shall be within the
following classifications:
Owner or manager member (one vote)
B. Vendor Member (no vote). When serving on the Board of Directors
(one vote)
C. Non-Profit Associates (no vote). When serving on the Board of
Directors (one vote)
Membership dues shall include but not be limited to the following:
to purchase items for sale such as forms that are not available to
non-members, the pay member price admission to various SAHA events,
meetings and seminars and to advertise member business in SAHA
publications not open to non-members.
Owning rental property and a business: it is SAHA policy henceforth
that if an individual or partnership owns rental property and a business
which would benefit our membership, the individual may join at whichever
is the higher cost dues. (Example: $369 for Vendor or $145 + $2/unit
at 120 units = $385 would join as an owner member.) The
business would receive member courtesy but is not counted or advertised as
a SAHA member. The business can purchase advertising and project
sponsorships, pay for admission to events and seminars at member rates.
The business cannot claim SAHA membership or other member benefits. If
business wishes to become a full-fledged SAHA member, a discount of 25% on
the large ($369) Vendor Member package would be extended.
Owning two businesses: If a SAHA member owns two businesses or has
interest therein, each business must join SAHA separately to be eligible
for member benefits, prices, privileges and advertising accessibility.
When a second business wishes to become a full-fledged SAHA member, a
courtesy discount of 25% on the large ($369) Vendor Member package would
be extended. .
Section 3: Association Members shall be admitted to membership by
majority authorized vote of the Board of Directors during any meeting of this
Association, Provided that applicants for membership shall have complied
with Requirement prescribed by the Directors and general membership.
Section 4: Sponsorships (non-advertising) shall be one of the
following: (non-membership categories)
Non-Profit: Any non-profit organization having interest in the
housing Industry. Organization should not own rental properties, if so:
an owner/ Management membership is required. $135 annual sponsorship
includes: tabletop Display and one business card size ad in Housing
News.
Associate Sponsor: Individuals with less than 10 units and have an
interest or need for limited SAHA services Usually living outside our
geographic area, where no local affiliate is currently Established.
$99.00 annual sponsorships include: Housing News, forms purchase and
selected, But limited services. No meeting attendance is allowed without
permission granted from staff or board of directors.
Advertising Sponsor: Supplier of products and services to reach a
specific audience by advertising in Various SAHA projects at a higher
fee than regular Associate Vendor Members or at rate approved by Board
of Directors depending on the project. Fees vary according to the
program. Limited meeting, advertising and other privileges depending on
the project.
Affiliate Sponsor: Other organizations that we share ideas and
promotional materials to keep our Community informed of the
association’s activities. No Fees.
ARTICLE IV
Dues
A. Membership dues shall become due and payable annually in advance
on or before November 1 of each year. Or at the annual membership
date from when the member joined. I.e. joined February 1…membership
runs from February 1 to January 31 of the following year…12-month
membership. Any member whose dues are in arrears for more than three
months from the end of the membership year shall be suspended and may be
dropped from membership by action of the Board of Directors. If a member
then renews at the end of the three-month grace period, the membership
reverts to the original join date and thus includes the three-month
grace period.
B. The Board of Directors may at any time vote on the amount of
annual dues to be charged
for membership. The current fee for owner
members: $145 base fee plus $2.00 per unit owned and/or managed within the county area approved by the National
Apartment Association. Any one apartment community will not be charged
for more than 300 units at one location for SAHA membership dues. Associate Members
dues: $270 annually. Non-Profit Associate dues shall be $135.
C. A management company and or individual is required to pay
membership dues for each rental property owned and/or managed within the
territory assigned and approved by the National Apartment Association and
recognized by the Missouri Apartment Association. The territory currently
includes the counties of Greene, Christian, Taney, Stone, Douglas, Ozark,
Webster, Wright, Polk, Dallas, Dade, Lawrence, Barry, Henry, Cedar, Texas,
Benton, Laclede, Pulaski, St. Claire, Miller, Morgan and Ozark counties in
Southwest Missouri. New and renewing members must list and pay membership
for all property owned and/or managed in the territory at the time of
joining or renewal. Any exceptions will be submitted to the Board of
Directors for consideration. Properties outside this territory wishing to
have use of SAHA forms and privileges cannot be located in an area already
served by another MAA or NAA recognized Association and may be eligible
for an Associate Sponsorship.
ARTICLE V
Meetings
Regular monthly meetings of this Association shall be held at the
time
and place designated by the Board
of Directors. Special meetings may be called by petition of forty
(40%) percent of the membership or by the Board of Directors. Any call
for such meeting shall be issued at least ten days in advance. After due
notice has been given, the members present at any annual, regular or
special meeting shall constitute a quorum. When a quorum is present,
majority of the members voting
shall decide any matter properly brought before the meeting. The Board
of Directors shall meet each month and for special meetings call by the
President or one-fourth of the Directors. A majority of the Board Members
shall constitute a quorum.
ARTICLE VI
Officers and Directors
Section 1: The administration of the
affairs of the Association shall be vested in a Board of Directors
composed of:
A. The elected officers: President, Vice-President, Secretary,
Treasure; elected from the Board
B. Twelve Directors plus the President serving three-year terms.
Directors with expiring terms shall be elected in the
year which their term expires or they may retire their position at
renewal. Board Members may not
serve more than 2 consecutive three-year terms. (total of 6 years) Board
Members may succeed themselves without limitation. The Directors shall
be elected by the general membership. The Board of Directors shall consist
of not less than seven owner members, not more than five managers and
shall have two vendors and one non-profit serving during any one given
term.
C. The Association Executive who is hired by the Board of Directors is
to coordinate all activities and
maintain an office for this Association. The Executive Director is a
non-voting member of the Board of
Directors.
D. The Board of Directors may elect a member-at-large from the general
membership when deemed
necessary for a term of one year.
E. The Board of Directors may enlarge the number of Directors to
accommodate the membership
size, at any time with the majority vote of the current, existing Board
of Directors.
F. If the Board of Directors by majority vote determines that a
director has been absent for more
than three (3) consecutive meetings without good and sufficient cause,
then that position shall be
deemed vacated and the vacancy may be filled as provided in Article
XII.
G. Action without Meeting by Written Consents. Any action required to
be taken at the meeting
of directors or any action which may be taken at a meeting of the
directors may be taken without a
meeting when consents in writing setting forth the action so taken
shall be signed by all of the
directors individually and transmitted by facsimile machine with the
same force and effect as the
original. Such consents shall have the same force and effect as the
unanimous vote of the directors
at a meeting duly held. The secretary shall file such consents with the
minutes of the meeting of
the directors.
Section 2: The Board of Directors shall have the power to employ an
Executive Director, Association
Executive, assistants and employees, fix the amounts of their
compensation, and provide suitable offices
for the proper conduct of the affairs of this association, as it may
deem necessary, subject to the general
limitations of available funds and authorized annual budgets. The Board
of Directors, by majority vote, may terminate the membership of any
member, or vacate the office of any officer or director, or discharge any
employee who violates the By Laws of this Association.
ARTICLE VII
Elections
All officers and directors of this association shall be dues paying
members, in good
standing with SAHA. Officers shall be installed annually. The annual
meeting may be held at any time during the year as decided by the board of
directors and Officers so elected will assume their duties the following
month. If
more than three nominations shall have been made for a Director, voting
shall be by
secret ballot and the nominees receiving the majority of the member
votes shall be
declared elected.
PRESIDENT: The President must be an Owner Member and be actively
involved in the rental housing
industry. The association relies on its President to inspire and lead
it toward improving the industry. Election as President implies recognition of leadership ability, a
record of accomplishment, and
demonstrated interest in service to the industry. The President must
establish goals to be achieved during
his tenure an d work with the association Staff and Board of Directors
in achieving these goals and
moving the organizati8on ahead in areas he considers important.
VICE PRESIDENT: The Vice President shall perform the duties of the
President during his/her absence
or inability to serve or in the event of a vacancy in the office, and
such duties as may be assigned to him/her by the President and the Board of Directors. Must be an owner
member and be actively involved in the
rental housing industry.
TREASURER: The Treasurer shall be the chief financial officer of
the Association, shall supervise the
custody and the disbursement of funds and other assets, shall be the
custodian of the financial records. All
disbursements shall be by check signed by a person authorized by the
Board of Directors. A monthly
report detailing income and expenses shall be reported to the Board.
Must be an owner member, business owner or employed with a company
member in good standing and having a position of high authority and
experience as determined by the board of directors.
SECRETARY: The Secretary shall keep the minutes of all meetings of
the Board of directors and
perform such other duties as are customary to the office.
ARTICLE VIII
Committees
Standing and special committee members may be appointed or eliminated
by the President of the
Association with the approval of the Board of Directors. Each board
member, during their term, shall be a committee chairman as appointed by
the President and/or voted by the Board. Each committee of this
Association should be lead by a director as well as project fundraisers.
ARTICLE IX
Headquarters
The Board of Directors shall designate the office of the Association.
ARTICLE X
Limitation of Liability
The Greater Springfield Apartment and Housing Association shall not be
liable for any acts, expenditures or commitments of an individual; unless such acts,
expenditures, or commitments shall have been specifically approved by the
Board of Directors.
ARTICLE XI
Amendments
This Constitution may be amended by an affirmative vote of two-thirds
of the members present at any
regular, annual or special meeting of the Association and that such
proposed amendment has been
published in writing and received at least ten (10) days prior to the
meeting in which action is to be taken.
These by-laws may be amended by resolution approved by two-thirds
majority vote of the members
of the Board of Directors that are present proposed changes will be
approved/ disapproved at the
next regularly scheduled board meeting. Such change must be ratified by
resolution approved by two-thirds (2/3)-majority vote of the membership at
the next annual membership meeting,
however, this will in no way prohibit the board fr4om operating under
the revised in the interim.
ARTICLE XII
Board Vacancy
Vacancy on the Board of Directors shall be appointed by the Board
Members from the General Membership to fill the un-expired term, according to the terms of ARTICLE VI,
paragraph B.
Should a board of directors’ member become unemployed during term,
that director has 30 days to secure employment with an Association member
or resign their director seat. No director shall be employed solely by a
non-member.
ARTICLE XIII
Liability and Indemnification
In the absence of fraud or bad faith, the directors of the corporation
shall not be personally liable
for its debts, obligations or liabilities; and the corporation shall
indemnify any director or officer
or former director or officers of the corporation, or any person who
may have served at its request
as a director or officer of another corporation, whether for profit or
not for profit, against expenses
actually and necessarily incurred by any individual in connection with
the defense of any action,
suit or proceeding in which they are a party by reason of being or
having been a director or officer, except in relation to matters as to
which they shall be adjudged in such action, suit, or proceedings
to be liable for negligence or misconduct in the performance of duty.
In an action brought by or in
the right of another corporation partnership, joint venture, trust or
other enterprise which is or was
serving at the request of the corporation, the corporation shall not
indemnify any individual except where the court, upon application duly
submitted, determines that the person is fairly and reasonable entitled to
be other than as described above, the corporation shall not indemnify the
person unless it is concluded that the person acted in good faith in a
manner reasonably believed to be in the best interest of the corporation,
and with respect to any criminal action, that he has no reasonable cause
to believe his conduct was unlawful. Such conclusion may be reached by the
directors, the member,. independent legal counsel, or upon application,
the court. Such indemnification shall be deemed
exclusive. Anything contained in this Article to the contrary
notwithstanding, the corporation shall in no event indemnify any person
otherwise entitled to such indemnification, if such indemnification would
constitute "self dealing" as defined in the Internal Revenue
Code Section 4941, or corresponding provisions of any subsequent tax laws.
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