By-Laws
THE APARTMENT ASSOCIATION OUTREACH, INC.
AMENDED AND RESTATED BYLAWS
ARTICLE I- INTRODUCTION
Section 1. Mission Statement.
To provide basic needs and emergency assistance to families and individuals in crisis.
Section 2. Purpose and Powers.
This Corporation will have the purposes or powers as stated in its Articles of
Incorporation, and whatsoever powers are or may be granted by the Non-Profit Corporation Law of the State of Ohio or any successor legislation.
The Corporation does not contemplate pecuniary gain to its Members or to its Directors.
The Corporation is organized exclusively for charitable, educational and artistic purposes, including for such purposes as to promote and assist low and moderate income families or persons with housing and financial assistance and assist elderly or disabled person with accommodations designed to meet the physical needs of such persons.
The purpose for which the Corporation is to be formed are exclusively for charitable purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organization under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and to that end to hold any property without limitation as to amount or value; to dispose of any such property and to invest, reinvest or deal with the principal or the income in such manner as, in the judgment of the Directors, will best promote the purposes of the Corporation and to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its Directors or Officers except as permitted under Ohio Revised Code Section 1702, et seq.
ARTICLE II-NAMES AND OFFICES
Section 1. Name. The name of this corporation is The Apartment Association Outreach, Inc. (“AAO”).
Section 2. Offices. The principal office of the Corporation shall be identical to that
of the Greater Cincinnati Northern Kentucky Apartment Association, Incorporated (“GCNKAA”). The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the purposes of the Corporation may require.
ARTICLE III-DIRECTORS
Section 1. Authority. The business and property of the Corporation shall be managed and controlled by a Board of Directors. The policies of the Corporation shall be determined by the Board of Directors, within the scope of the Articles of Incorporation and these Amended Bylaws.
Section 2. Number of Directors. The Board of Directors shall consist of not less than eight (8) members nor more than twelve (12) members and is responsible for overall policy and direction of the AAO, but delegates responsibility of day-to-day operations to the staff and committees. The Board of Directors shall be comprised of the Immediate Past President of the AAO and at least four persons appointed from the Members in good standing of GCNKAA. The Executive Vice-President of the GCNKAA shall automatically be a member of the Directors entitled to full rights and privileges as a member of the Board. Individuals wishing to be considered for appointment to the Board of Directors shall supply an application to the President of the Corporation. If, at any time, any of the above offices is vacant, the Board of Directors shall appoint a temporary replacement to fill such vacancy until a replacement is duly elected or appointed in accordance with the Amended Bylaws of AAO.
Section 3. Election of Directors. Each Director shall be nominated and elected to the Board of Directors by a simple majority vote of the Board. The Board shall seek acceptance of the nomination by the candidate. If the candidate accepts the nomination the Board shall vote on candidate at regularly scheduled elections or before a special election, as herein provided.
Section 4. Term. Each Director’s term shall be 3 years. Board members are elected in 3 cycles so that no more than 1/3 of the Board’s terms expire in any one year. No member of the Board shall serve for more than three (3) consecutive terms (9 years) without leaving the Board for at least one full year, including immediate past presidents of the GCNKAA. However, if said past President has also been an AAO Board member for 9 consecutive years, the GCNKAA past President shall serve one additional year on the Board before his/her term limit is enforced.
Section 5. Prohibition Against Multiple Directors From the Same Company. No more than one Director shall be permitted to serve on the Board from any company at the same time. In the event of a job change the lower seniority Board member will remain and the Board member with higher seniority shall resign his/her seat on the AAO Board of Directors.
Section 6. Voting for Board Members. Voting for Board members shall occur at the annual meeting prior to election of officers. No newly elected Board member shall be entitled to vote until properly installed.
Section 7. Installation of Board Members. Installation of Board members shall occur in connection with the GCNKAA annual meeting and installation in January of each year.
Section 8. Annual Meeting and Regular Meetings. An Annual Meeting of the Board of Directors shall be held the first Thursday in December for the purpose of the election of Officers of the Corporation, approval of the annual budget, approval of the financial statements of the Corporation as well as any other business which shall come before the Board of Directors. Regular Meetings of the Board of Directors shall be held quarterly. Regular Meetings of the Board of Directors shall be held in Cincinnati, Ohio or Northern Kentucky or at a time and place established by the Directors prior to the adjournment of each meeting or as set forth in the notice for the meeting.
Section 9. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President. Notice of any special meeting shall be given via regular mail, hand delivery, facsimile or email to each member of the Board of Directors. The notice shall state the business conducted at such special meeting. Any Director may waive notice of a special meeting and a special meeting may be held with less than ten days notice if a majority of the members indicate their willingness to waive such notice.
Section 10. Quorum. One-half of the members of the Board of Directors shall
constitute a quorum for the transaction of all business at any meeting of the Board, provided that if less than a quorum of the Board of Directors are present at such meeting, a majority of the members of the Board present may adjourn the meeting from time to time without further notice.
Section 11. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.
Section 12. Vacancies. Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Directors. A Director elected to fill a vacancy will be elected for the remainder of the expired term of his/her predecessor in office.
Section 13. Compensation. Directors shall not receive any salary for their services. The Board of Directors shall have power in its discretion to contract for and to pay to Directors rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services.
Section 14. Powers. All of the corporate powers, except such as are otherwise provided for in these Bylaws shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may, by general resolution, delegate to standing or special committees of their own number, or to officers of the Corporation, such powers as they may see fit.
Section 15. Responsibility of Board Members. Members of the Board of Directors must attend, unless prevented by health or serious outside obligations, all meetings of the Board of Directors. In the event that a Director must be absent, he/she shall notify the President of AAO prior being absent from said meeting.
Section 16. Informal Action of Directors. Any action required by law to be taken
at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Directors entitled to vote with respect to the subject matter thereof.
Section 17. Proxies. At any meeting of Directors, a Director entitled to vote may vote
by proxy executed in writing by the Director or by his/her duly authorized attorney-in-fact. No proxy will be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 18. Election. The Board of Directors shall be elected at each annual meeting or at a special meeting called for that purpose. The Directors shall be elected by the existing Board of Directors to hold office until the expiration of their terms of office or until the election and qualification of their respective successors, except as provided herein for the procedure for filling vacancies. Directors shall be elected to three year terms and there shall be no limitation to the number of consecutive terms which a Director may serve.
ARTICLE IV-OFFICERS
Section 1. The Board of Directors shall elect a President, Vice President, Secretary, and a Treasurer at the Annual Meeting of the Board of Directors. Any person may hold more than one office, except that no one shall hold the office of President and Treasurer simultaneously be determined from time to time by the Board. Officers shall serve two year terms and shall be elected so that their terms are staggered. The President and Treasurer shall be elected in even number years and Vice President and Secretary shall be elected odd number years. The Officers may be re-elected to their positions for an unlimited number of terms.
Section 2. Unless otherwise voted upon by a majority of the Board, the Executive Vice-President of the GCNKAA shall serve as Vice-President of the Board.
Section 3. The Board of Directors may elect or appoint such assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined from time to time by the Board.
Section 4. The salaries, if any, of all officers and agents of the Corporation shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office until December 31 of the year for which they have between elected or until their successors are chosen and qualify. Any Director, officers or agent elected or appointed by the Board of Directors may be removed by the majority vote of the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring, in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.
Section 6. Vacancies. In case any office of the Corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the next annual meeting of the Board of Directors next succeeding and until the election and qualification of his successor.
Section 7. Advisory Positions. The President of AAO, with the consent of the Board of Directors may, from time to time, appoint persons, including the Past President, to serve as advisors to the Corporation and its officers and Directors for such period as is necessary. Such advisory positions shall serve at the discretion of the Board of Directors and as such, advisors shall not be entitled to vote on actions to be taken by the Corporation.
Section 8. Duties of Officers. Subject to such limitations as the Board of Directors from time to time may prescribe, the Officers shall each have such powers and perform such duties as pertain to their respective offices, enumerated below, and such further powers and duties as may be conferred from time to time by the Directors or, in the case of all officers other than the President, by the President.
THE PRESIDENT
Section 9. The President shall be the Chief Executive Officer of the Corporation, shall be ex officio a member of all regular and special committees, shall perform the duties incidental to the office, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall be appointed by the Board for a two (2) year term and must be a current board member at the time of his/her election as President. In the event that the President resigns from his/her position as Director following the completion of his term as President, he/she shall continue to serve as an Advisor to the Corporation for a minimum of two years.
Section 10. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
THE VICE PRESIDENT
Section 11. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, will have all of the powers of and be subject to all the restrictions upon the President. Furthermore, the Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
THE SECRETARY
Section 12. The Secretary shall record all of the proceedings of the Corporation and of
the Board of Directors in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and, when so affixed, said instrument shall be attested by the Secretary’s signature or by the signature of the Treasurer.
THE TREASURER
Section 13. The Treasurer shall have the custody of the corporate funds and securities,
shall keep full and accurate accounts of receipts and disbursements in book belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, corporation, and such authority may be general or confined to a specific interest; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation to any contract or engagement, or to pledge its credit or render it liable peculiarly for any purpose or to any amount.
ARTICLE V-EXECUTIVE DIRECTOR AND STAFF
Section 1. An Executive Director may be hired by the Board and may be full or part time. The Executive Director shall have day-to-day responsibilities for the AAO, including carrying out the AAO’s goals and policies. The Executive Director shall attend all Board meetings, report on the progress of the AAO, answer questions of the Board, and carry out the duties described in the job description. The Board can delegate other duties to the Executive Director as necessary.
Other Staff
Section 2. The Executive Director shall have the authority to hire additional staff and contractors, as necessary, after so receiving approval from the Board of Directors.
ARTICLE VI-COMMITTEES
The Board of Directors and the President shall appoint from its Members, or from among
such other persons as the Board may see fit, one or more advisory committees, and at any time may appoint additional members. The members of any such committee shall serve at the pleasure of the Board of Directors. The President may appoint ad hoc committees to achieve the programs and purpose of the organization.
ARTICLE VII-VOTING UPON SHARES OF OTHER CORPORATIONS
Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of shareholders or members of any corporation in which this Corporation may hold shares or membership, and at any such meeting may possess and exercise all the rights and powers incident to the ownership of such shares of membership which as the Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
ARTICLE VIII-INVESTMENTS
Unless otherwise provided in these Bylaws, the Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may thereafter be permitted by law to make or any similar restriction.
ARTICLE IX-FISCAL YEAR
The fiscal year of the corporation shall commence on January 1, of each year and end on
December 31.
ARTICLE X-INDEMNIFICATION
The Corporation may, by resolution of the Board of Directors, provide for indemnification of any and all of its Directors or officers or former Directors or officers against expenses actually incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are make parties by reason of having been Directors or former directors or officers of the Corporation, except in relation to matters as to which Director or officer or former Director or former officer shall be adjudicated in such action, suit, or proceeding to be liable for gross negligence, or gross misconduct in the performance of duty and in relation to matters settled by agreement predicated on the existence of such liability.
ARTICLE XI-EXEMPT ACTIVITIES
These Amended Bylaws and any powers or authorizations contained herein shall be subject to the restrictions and prohibitions contained in the Articles of Incorporation of the Corporation and the provisions of Chapter 1702 of the Ohio Revised Code. No Member, Director, Officer, employee or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any subsequent Federal tax law), or by an organization contributions to which are deductible under Section 170(c) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law).
ARTICLE XII-BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Directors and committees having any of the authority of the Directors. All books and records of the Corporation may be inspected by any Director, or his or her agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XIII-AMENDMENTS
The Board of Directors shall have the power to make, alter, amend and repeal the Articles
of Incorporation and the Bylaws of the Corporation by affirmative vote of the majority of the Board.
_____________________________
President
Attest:
______________________________
Secretary
KGN292930
Revised November 2011
