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GREATER SPRINGFIELD APARTMENT & HOUSING ASSOCIATION
BY-LAWS
ARTICLE I.
The name of this association shall be the Greater Springfield Apartment & Housing Association, hereafter referred to as "this Association".
The purpose of this Association shall be:
A. To serve Association members and the rental housing industry through educational resources, legislative efforts and communication
B. To advance the general welfare of the rental housing industry.
C. To promote the enactment of local, state and federal laws beneficial to the rental housing industry and free enterprise.
D. 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.
E. To function cooperatively with the National Apartment Association and the Missouri Apartment Association.
ARTICLE II
The fiscal year for this Association shall be July 1 to June 30.
ARTICLE III
Membership in this Association shall be within the following classifications:
A. Owner or manager member (one vote).
B. Vendor member (no vote). When serving on Board of Directors (one vote).
C. Non-profit Associates (no vote). When serving on Board of Directors (one vote).
Membership rights shall include but not be limited to: purchasing items for sale that are not available to non-members; member prices for admission to various Association events, meetings and seminars and advertising members businesses in Association publications not open to non-members.
It is SAHA policy that if an individual or partnership owns rental property and a business, that person(s) may join at whichever is the highest dues cost. The business will receive member courtesy, but is not counted or advertised as a member. It can purchase advertising and project sponsorships, and pay for admission to events and seminars at member rates. The business cannot claim membership or other member benefits. If the business wishes to become a full-fledged Association member, a discount of 25% on the large vendor member package would be extended.
If a member owns two businesses or has interest therein, each business must join this Association separately to be eligible for member benefits, prices, privileges and advertising accessibility. When a second business wishes to become a full-fledged member, a courtesy discount of 25% on the large Vendor member package would be extended.
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 requirements prescribed by the Directors and general membership.
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 it does an owner/manager membership is required.
Associate Sponsor: Individuals with less than ten units who have an interest or need for limited Association services. Associates may live outside our geographic area, where no local NAA affliliate is currently established. Sponsor shall receive the newsletter, may purchase forms and will be provided selected, but limited services. May not attend meetings without permission from staff or Board of Directors.
Advertising Sponsor: Supplier of products and services to reach a specific audience by advertising in various Association projects at a higher fee than regular Vendor members or at a rate approved by the Board of Directors, depending on the project.
Affiliate Sponsor: Other organizations with whom we share ideas and promotional materials to keep our community informed of the Association's activities. No fees are charged.
ARTICLE IV
The annual dues for the various categories of member in the Association shall be fixed from time to time by the Board of Directors.
Payment of dues shall be on November 1, or the anniversary date of the membership, depending upon the year the member joined.
The Association shall be responsible for the collection and payment of national and state dues and shall report and remit such dues to the National Apartment Association and State Apartment Association as they become due.
Any member whose dues are in arrears for more than three months shall be dropped from membership. Reinstatement of member requires payment of the full year's dues.
A management company and/or individual is required to pay membership dues for each rental property owned or managed with the Association's territory as assigned by the National Apartment Association and recognized by the Missouri Apartment Association. Any exceptions will be submitted to the Board of Directors for consideration. Properties outside this area who wish to join this Association cannot be located in an area already served by another NAA or MAA recognized association.
ARTICLE V
Regular membership meetings for this Association shall be held as called by the Board of Directors.
Special meetings of the general membership may be called by petition of forty percent of the membership or by the Board of Directors, with notification of the membership at least ten days in advance. After proper notice has been given, members present at any annual, regular or special meeting shall constitute a quorum.
The Board of Directors shall meet monthly and for special meetings called by the President or one-fourth of the Directors. A majority of Board members shall constitute a quorum.
ARTICLE VI
The administration of the affairs of this Association shall be vested in a Board of Directors composed of:
A. The elected officers: President, Vice-President, Secretary and Treasurer, elected from the Board of Directors.
B. Twelve directors plus the President serving two-year terms. Directors with expiring terms shall be re-elected in the year in which their term expires or they may retire their position at renewal. 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 may have two vendors and one non-profit serving during any 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 for a one year term, when deemed necessary.
A Director who has been absent for than three consecutive meetings, without good and sufficient cause, may be removed by a majority vote of the Board of Directors, and the position filled as provided in Article XII.
Any action required to be taken at the meeting of directors or any action which may be taken at a meeting of directors, may be taken by written consent of all directors individually. Such consents shall have the same effect as the unanimous vote of the directors at a duly held meeting. Transmissions by facsimile machine shall be considered having the same force as an original signature. The secretary shall file such consents with the minutes of the meetings of directors.
The Board of Directors shall have the power to employ an Executive Director, Association Executive, assistants and employees, fix the amount of their compensation, and provide suitable offices as it may deem necessary, subject to the general limitations of available funds and 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
All officers and directors of this Association shall be dues paying members in good standing with the Association. Officers shall be installed annually.
The annual meeting may be held at any time during the year as decided by the Board of Directors. Directors so elected will assume their duties the following month.
If two or more nominations have been made for one Director's position, voting shall be by secret ballot.
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 and work with the Association Staff and Board of Directors in achieving these goals and moving the organization ahead in areas he considers important.)
The President shall preside at all meetings of the Association, shall appoint all committees and shall be a member ex-officio of all committees except the nominating committee. The President shall be fully authorized and empowered to make, execute and deliver under the name of the Board any and all written instruments necessary or proper to effectuate the approved operations and business transactions of the Board.
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 as well as such duties assigned to him/her by the President and Board of Directors. (Must be an owner member and be actively involved in the rental housing industry.)
The Treasurer shall be the chief financial officer of the Association and shall supervise the custody and disbursement of funds and other assets. He/she shall be the custodian of the financial records. A monthly report detailing income and expenses shall be given to the Board. Must be an owner member, business owner, or employed with a member company in good standing and having a position of high authority and experience as determined by the Board of Directors.
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
Standing and special committees may be appointed or eliminated by the President of the Association with the approval of the Board of Directors. Each board member shall serve on a committee and be that committee's liaison with the Board of Directors.
ARTICLE IX
The Board of Directors shall designate the office of the Association.
ARTICLE X
The Association shall not be liable for any acts, expenditures or commitments of an individual unless such acts, expenditures or commitments shall have been approved specifically by the Board of Directors.
ARTICLE XI
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, provided that the proposed amendment has been published in writing and received at least ten 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 votes 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 changes must be ratified by two-thirds majority votes of the membership at the next annual membership meeting. However, this will in no way prohibit the Board from operating under the revised in the interim.
ARTICLE XII
The Board of Directors shall fill a vacancy on the Board by appointing a person from the general membership to complete the unexpired term. The newly appointed Board member must be in compliance with the categories outlined in Article VI, paragraph b.
Should a member of the Board of Directors become unemployed during term, that Director had thirty days to secure employment with an Association member or resign his/her Director's seat. No director shall be employed solely by a non-member.
ARTICLE XIII
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 officer 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 reasonably 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.
