BYLAWS APARTMENT ASSOCIATION Amended 2/26/13, Approved 4/16/13

BYLAWS APARTMENT ASSOCIATION Amended 2/26/13, Approved 4/16/13 ARTICLE I Section 1. Name. The name of this association shall be the Apartment Association and may be referred to as or Association. Section 2. Jurisdiction. The jurisdictional limits of the shall extend from Shelby County, TN., south to Desoto County, MS. and Tunica County, MS.; west to Crittenden County AR.; east to Madison County, TN. and north to Dyer County, TN. Section 3. Fiscal Year. The fiscal year for the shall be from January 1 through December 31. Section 4. Governing Bodies. The Association shall be governed by an Executive Committee, consisting of elected officers, and a Board of Directors as further defined in Article IV, VI, and VII. Section 5. Voting Member. Voting member, as referred herein shall mean the appointed member as further described in Article III, Section 2 A & B. Section 6. Simple Majority Vote. Simple majority vote as referred herein shall mean eligible voting members present at time of vote. Section 7. Quorum. A quorum at any regular or special meeting of the general membership shall consist of those voting members present, provided the meeting has been properly advertised in writing by mail/e-mail at least ten (10) days in advance. A quorum for any regular or special meeting of the Board of Directors shall be a majority of the Directors, provided that the affirmative votes of at least fifty-one percent (51%) of the directors is necessary to carry any questions voted upon. ARTICLE II Mission Statement The purpose of the is to promote professional growth within the multifamily housing industry by offering diverse networking opportunities, advocating and encouraging constant improvement of techniques through educational programs; to keep the members informed on legislative issues that affect our industry; and to promulgate a Code of Ethics for the purpose of maintaining high standards and sound business practices to meet the needs of the property owners, management companies and rental housing community. 1

ARTICLE III Membership Section 1. Membership Eligibility and Admission Procedure. Membership in BLANK shall be open to any person, firm or corporation that shall: 1) agree to abide by the provisions of the association s local, state and national bylaws; 2) fulfill the requirements of at least one classification for membership set forth in these bylaws The membership candidate shall submit a completed membership application and payment for the first year annual dues the BLANK office. Upon verification of the application, the Membership Committee Chair shall present the application at the next regular or special meeting of the Board of Directors for vote. Proxy votes are not permitted. Acceptance into membership shall be by majority of those Directors voting thereon. Section 2. Membership Classifications. Association membership classifications shall strive to reflect a current, equitable and responsible approach to member demographics and shall be classified as follows: A. Management Company Member. To be classified as a Management Company Member a membership candidate shall be the owner, manager or representative of a company that owns and/or manages multifamily property or properties from a local address, including local satellite offices representing out of town owners, managers or company representatives. B. Associate Company Member. To be classified as an Associate Company Member a membership candidate must provide products or services directly related to the multifamily housing industry, or its members. C. Property Member. To be classified as a Property Member a membership candidate must be a community of multifamily homes residing within the BLANK jurisdiction (as referenced in Article 1, section 2). 2

Section 3. Annual Membership Dues. Membership dues and other charges and/or assessments shall be at such rates as are established by the Board of Directors. Membership dues shall be due and payable annually. Any member whose dues become delinquent are subject to the association s collection process as determined by the Board of Directors, and may include suspension of all services and privileges associated with membership in the association. Any new member who joins after July 1st will pay a pro-rated amount of the duties for their membership. Upon failure to pay membership dues within sixty (60) days after due date, membership will be subject to cancellation including services and privileges. All other sums owed to the Association are subject to the collections policy established by the Association. Section 4. Expulsions. A member may be suspended or expelled for cause by a majority vote of the Board of Directors. Grounds for expulsion shall include: 1) failure to comply with any section of the association s bylaws; 2) ownership or management of a rental or housing property that is condemned by any governmental entity due to the property s substandard condition; 3) failure to comply with applicable health, safety, or building code requirements where applicable; 4) operating rental housing properties without obtaining or maintaining appropriate permits or licenses required by local, state or federal law 5) unethical business practices or unresolved complaints involving Management Company Members/Associate Company Members. Any member who is suspended or expelled shall not receive a refund of any dues or portion thereof paid in advance. Section 5. Resignations. Any member may resign by filing a written resignation with the BLANK office. No refund or pro-ration of dues shall be given upon any member s resignation. ARTICLE IV Governing Bodies Section 1. Election of Officers. The voting members of the Association shall elect annually a President, President Elect, Secretary, Treasurer, and Associate Chair, all of which shall be automatically elected to the Board of Directors when elected to their respective offices. Officer positions of President, President Elect, Secretary and Treasurer shall consist of management company/property members, while the Associate Chair will be an associate company member. At a Regular meeting of the Board of Directors in July, the President shall appoint a Nominating Committee of six (6) that shall consist of the President, two (2) members of the Board of Directors and three (3) members of the general membership. A report of the Nominating Committee and a slate of Officers and Directors nominated by it shall be submitted to the Board of Directors for approval in the regular October Board of Directors meeting. Notice of nominations shall be mailed/e-mailed to the voting members at least ten (10) days prior to the November regular membership meeting and shall be announced at the Regular meeting in November. Additional nominations may be made by the voting members from the floor at the meeting in which election is held. Elections shall be conducted in November. Voting shall be via voice unless more than one (1) candidate is nominated for an office at which time written ballots may be used. A simple majority vote by voting members shall be necessary to elect to office. If more than two candidates are nominated for the same office and none receives a majority vote, the candidate with the least amount of votes shall be dropped from the ballot and 3

another vote shall be taken at the same regular or special meeting. The assembly will continue in this manner until a candidate reaches a majority. Section 2. Term of Office. Term of office shall be for one (1) year. No officer shall be eligible to serve more than two consecutive terms in the same office. Any Officer or board member who fails to attend three (3) regular consecutive meetings and/or general membership meetings or who severs all active connection with the multifamily housing industry is subject to removal from their position. Any Officer or board member may be removed for cause by a majority vote of the Board of Directors. Section 3. Vacancies. Resignation by any Officer or Board Member shall be in writing to the President. If an office becomes vacant, the Executive Committee consisting of the Board officers shall appoint an interim officer with the majority vote of the Board of Directors. The interim officer shall uphold the responsibilities of the office for the remainder of the term. Serving as an appointed interim officer shall not affect a persons eligibility to be elected to that office. In the event a potential Officer or Board Member resigns who has been slated for the coming year by the Nominating Committee and approved by the Board of Directors yet not yet approved by the Regular membership, the Nominating Committee shall reconvene to provide a revised slate that shall be re-submitted to the Board of Directors for approval, after which notice of nominations shall be mailed/e-mailed to the voting members as outlined herein. Section 4. Responsibilities of Officers. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by this association. A. Duties of the President. The President serves as chief elected officer of the Association, representing the entire membership. He/She directs other officers, is chairman of the Board of Directors and acts as chief spokesperson for the Association. It is the President s responsibility to appoint a chairman for all Association committees. B. Duties of the President Elect. The President Elect assumes the responsibilities of the President in his or her absence. He/She assists the President in carrying out the functions of that office and performs specific duties delegated by the President. The President Elect shall serve as the Apartment Association of Blank liaison to the Tennessee Apartment Association and the Association on existing and proposed legislation that impacts the multifamily housing industry. The President Elect will automatically ascend into the office of President following a one-year term as President Elect. C. Duties of the Treasurer. The Treasurer ensures the integrity of the fiscal affairs of the Association by maintaining accurate financial records and assists with the annual budget. D. Duties of the Secretary. The Secretary ensures that records are maintained for all Association, Board of Directors and Executive Committee meetings. 4

E. Duties of the Associate Chair. The Associate Chair will act as liaison between the Associate Council and the Executive Committee management company members, and perform duties as outlined under Article VII, Section 7. ARTICLE V Meetings Section 1. Regular Meetings. The regular meetings of the Association shall be held on the third Tuesday of each month, February thru December unless otherwise ordered by the Association. Section 2. Annual Meeting. The annual meeting of the Association shall be held in December unless otherwise ordered by the Association. The purpose of the Annual Meeting shall be installing officers and any other business that may arise. Section 3. Special Meetings. Special meetings may be called by the President or by the Board of Directors and shall be called upon the written request of ten percent of voting members of the Association. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least three days notice shall be given. ARTICLE VI Board of Directors Section 1. Board Composition. The Board shall be composed of twenty-five (25) members including five (5) officers, four (4) elected from the management/owner membership, and one (1) elected from associate membership; nine (9) chairpersons of each standing committee, six (6) members at large, and five (5) advisory members (with no voting rights). Four (4) of the at large members shall be management company members and two (2) of the at large members shall be associate members. No more than two people from the same management company can be appointed for the Board of Directors composition at the time of election, excluding the elected officers and advisory members. Each Board member shall have one (1) vote on matters considered by the Board. Past Presidents will be perpetual members of the Board, but they will not have voting rights. Advisory Members also have no voting rights, but are in all other respects full members of the Board. Advisory Members. Each Advisory Member shall be a principal of an ownership/management group which comprises one of the largest five (5) ownership/management groups by unit count within BLANK membership and jurisdiction. On an as-needed basis, the principal may designate an agent to represent the principal s interests as Advisory Member with the principal s full authority to act on his or her behalf. Advisory Members are welcomed to participate on the board as fully as they choose. Advisory members will be consulted as deemed necessary by any officer or other board member for special advice, including, but not limited to, specific guidance on legislative matters and for consultation regarding market analysis. 5

Section 2. Board s Duties and Powers. The Board of Directors shall be the primary governing body. The Board shall set policies and govern the affairs of the Association. Any Officer may enter into a contract or contracts for the corporation provided that a majority of the Board shall have first approved the terms and provisions of any such contract on behalf of the corporation and by resolution authorizing the officers to execute the same. The Board of Directors shall employ an Association Executive who may be empowered to carry on the business of the Association as specified by the Board of Directors. He or she shall keep accurate records and accounts of all Association functions and shall be directly responsible to the Board of Directors in the discharge of all duties. Section 3. Board Meetings. Unless otherwise ordered by the Board, regular meetings of the Executive Committee and Board of Directors shall be held on the last Tuesday of each month. Special meetings of the Board may be called by the President and shall be called upon written request of four members of the Board. ARTICLE VII Committees Section 1. Membership Committee. The Membership Committee shall accept applications for membership. The Committee shall be responsible for verifying information provided by membership applicants and make appropriate recommendations to the Board. The Membership Committee shall be responsible for member recruitment and serve as welcoming committee mentors to new members. Section 2. Education Committee. The Education Committee plans and executes educational programs sponsored by the Association, including national designations such as but not limited to CAM, NALP,etc. Section 3. Tradeshow Committee. The Tradeshow Committee plans and executes the annual tradeshow, including developing theme, securing venue, selling booths and sponsorships, coordinating raffle ticket sales, and arranging entertainment, VIP hour invitations and gift bags, catering, clean-up, and volunteers. Promotes tradeshow attendance and sponsorship sales at monthly luncheons and other BLANK events. Conducts committee meetings throughout the year as needed. Section 4. Golf Tournament Committee. The Golf Tournament Committee plans and executes the annual golf tournament, including securing venue, selling sponsorships, coordinating raffle ticket sales, promoting participation on golf teams, arranging catering, prizes, clean-up, and volunteers. Promotes golf tournament participation and sponsorship sales at monthly luncheons and other BLANK events. Conducts committee meetings throughout the year as needed. Section 5. Diamond Achievement Awards Committee. The Diamond Achievement Awards Committee plans and executes the annual Diamond Achievement Awards, including developing theme, securing venue, selling booths and sponsorships, arranging for selection of 6

diamond jewelry for diamond raffle, coordinating raffle ticket sales, and arranging entertainment, catering, decorations, invitations, awards, clean-up, and volunteers. Promotes Diamond Achievement Awards nomination submissions, awards night attendance, and sponsorship sales at BLANK monthly luncheons and other BLANK events. Conducts committee meetings throughout the year as needed. Section 6. Maintenance Mania Committee. The Maintenance Committee plans and executes the annual Maintenance Mania, including working with HD Supply to secure equipment, derby track, and derby car supplies, securing venue, selling sponsorships, coordinating raffle ticket sales (if applicable), and arranging entertainment, catering, clean-up, and volunteers. Promotes Maintenance Mania attendance and sponsorship sales at BLANK monthly luncheons and other BLANK events. Conducts committee meetings throughout the year as needed. Section 7. Associates Council. The Council will present a networking arena for the Associate Members at every BLANK function. The Council will hold regular quarterly meetings. Section 8. Programs Committee. The Programs Committee is responsible for securing speakers for the monthly membership luncheons. Section 9. Market Analysis Committee. Market Analysis Committee surveys member properties, collects data regarding BLANK-area market conditions, and compiles results into a comprehensive report, called The Source. The Committee promotes sponsorship sales and survey participation at BLANK monthly luncheons and other BLANK events. Consults with Advisory Members as well as other board members and past presidents as necessary to verify the accuracy and credibility of the report in the marketplace. Conducts committee meetings throughout the year as needed. Section 10. Public Relations Committee. The Public Relations Committee is responsible for promoting BLANK at a local and regional level and exploring new opportunities to promote BLANK s mission. Section 11. Community Involvement Committee. The Community Involvement Committee plans and executes events to support BLANK s chosen charity. The Chair serves as liaison between BLANK and the charity representative. Section 12. The Executive Committee. The Executive Committee shall consist of the five elected officers. The Executive Committee shall have general supervision of the affairs of the Association between its business meetings, fix the hour and place of meetings, make recommendations to the Board of Directors and the Association, and perform other such duties as are specific in these bylaws. The Committee shall be subject to the orders of the Association and none of its acts shall conflict with action taken by the Association. Section 13 Special Committees: President s Ex-Officio Committee Membership. Such other committees, standing or special, shall be appointed by the President as the Association or the Executive Board shall from time to time deem necessary to carry on the work of the Association. 7

The President shall be an ex-officio member of all committees except the Nominating Committee. ARTICLE VIII Parliamentary Authority The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern the association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the association may adopt. ARTICLE IX Amendment of Bylaws These bylaws may be amended or altered and endorsements made in the following manner: A. Proposed amendments, alterations or endorsements shall be submitted to the Board of Directors for consideration at a regular or special Board meeting. The bylaws Committee shall meet and make recommendations to the Board on revisions, additions or amendments to the Association documents as needed. B. If approved by a majority vote of the Board, they shall be read to the voting membership at a Regular or Special meeting of the membership or the voting membership shall be notified in writing via mail/e-mail. C. A vote should be taken at the regular membership meeting immediately following notification. D. A simple majority vote of the voting membership in attendance shall be required for passage. E. When, in the judgment of the Board of Directors, any question shall arise which it believes should be put to a vote of the Board and where it deems it expedient to call a special meeting for such purpose, the Board of Directors may authorize a vote by mail, email or telephone. The question thus presented shall be determined according to a majority of the vote received, provided that in each case, votes of at least fifty-one (51%) of the number of Board members shall be received. ARTICLE X Voting 8

Section 1. While the number of Management Company Members associated with a management company is not limited, each Management Company/owner will be entitled to only one (1) vote for any election of officers or any operations issue for the Association presented to the general membership. The Management Company/owner shall designate its voting member. The appointed voting member may be changed at any time during the year at the Management Company/owner s option, however, prior to any vote, the voting member must identify themselves to the President of the Association. While the number of Associate Company Members affiliated with each company providing products/services is not limited, each associate member company will be entitled to only one (1) vote for any election of officers or any operations issue for the Association presented to the general membership. The Associate Company shall designate its voting member. The appointed voting member may be changed at any time during the year at the Associate Company s option, however, prior to any vote, the voting member must identify themselves to the President of the Association. While the number of Property Members affiliated with each Property Member is not limited, each Property Member will be entitled to only one (1) vote for any election of officers or any operations issue for the Association presented to the general membership. The Property Member shall designate its voting member. The appointed voting member may be changed at any time during the year at the Property Member s option, however, prior to any vote, the voting member must identify themselves to the President of the Association. Upon motion by any member in good standing, a roll call vote may be taken by the Secretary or other officer designated by the President, or by the Executive Director. ARTICLE XI Bank Account Section 1. Location of Bank. The bank of the corporation shall be any state or national bank in the state of Tennessee, as determined by the Board. Section 2. Check Writing. All Officers shall be authorized to sign checks written on the account of the corporation and the account must require the signature of two (2) of these officers for all checks ($500 and over) written on such account. In the event of a check remitting payment less than $500 one (1) signature from an officer will be sufficient. In the event of a check remitting payment less than $300 for an invoice previously approved by the Board, the Executive Director may sign the check on behalf of the Board. Section 3. Non-Budgeted Expense Approval. Any expenditure that exceeds 20% of any line item in the approved budget shall be taken before the Board of Directors and requires a simple majority vote. 9

Section 4. General Membership Access to Records. The books are always open to membership and are available for review by written request made to the Apartment Association of Blank, Section 5. Audit. Annual audits performed regularly as required by state or federal regulations. Code of Ethics We, the members of the Apartment Association of Blank, recognizing our duty to the public and to our fellow members, do hereby adopt and pledge ourselves to the code of ethics as set forth below: We shall: 1. Promote, employ and maintain a high standard of integrity in the performance of all rental obligations and services in the operation of our apartment communities 2. Strive to continually promote the education and fraternity of the membership and to promote the progress and dignity of the apartment industry in maintaining a positive image of itself in order that the public may be better served. 3. Refrain from attempting to obtain residents, through advertising or otherwise, by means of deception, misleading or fraudulent statements, misrepresentation or the use of implications unwarranted by fact or reasonable probability. 4. Endeavor to expose all schemes to mislead the apartment residing public and to aid in exposure of those responsible. 5. Maintain a high standard of fairness and integrity in fair market rental rates and in our performance of all other rental obligations and services in the operation of our apartment communities. 6. Comply with all Fair Housing Policies, Rules and Regulations as set forth by the Fair Housing Act and all state, federal and local laws. 10

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