Code of Regulations
ARTICLE I
MEMBERSHIP
Section 1. Membership in this Association shall be in four classes:
a. Primary b. Associate c. Affiliate d. Honorary
Section 2. Qualifications for membership in this Association shall be as follows:
a. Primary Membership shall be open to any person, firm or corporation that subscribes to the Code of Ethics of this Association and who is engaged in the business of construction, ownership and/or management or multi-family housing for sale or rent.
b. Associate Membership in this Association shall be open to any individual, firm or corporation who does not qualify as a Member, but desires to further the purposes of the Association by providing a product or service to the Membership, or who is otherwise associated in any capacity whatsoever with the multi-family housing industry. Associate Members may not serve as an officer of the Association.
c. Affiliate Membership in this Association shall be open to any individual, firm, or corporation interested in real estate investment but who does not qualify as a Member or as an Associate Member under conditions established by the Board of Directors.
d. Honorary Membership status may be accorded to any individual who does not qualify as a Member, Associate Member or Affiliate Member.
e. Any Member who alters the circumstances under which he is elected to Membership shall automatically become an applicant for Membership at the class then best suited for the Member, subject to review and approval of the Board of Directors.
f. “Association Designee” is the person appointed by the Member to act on Owner’s behalf, including but not exclusively, sitting on any Association Committee or Board of Directors, or Associate Council.
ARTICLE II
ELECTION OF MEMBERS
Section 1. Applications for membership in this Association shall be made to the Membership Committee and processed in the following manner:
a. Applicant shall submit his application in writing on a form supplied by this Association containing an agreement to abide by the Code of Regulations and observe the Code of Ethics of this Association.
b. Application shall be accompanied by a payment in the amount sufficient to cover the admission fee and current year’s dues in advance. All payments so made shall be returned in full if membership is not approved.
c. The Membership Committee shall investigate all applications for membership to determine whether the applicant is qualified and is eligible for the class of membership applied for. The Committee may secure a character-credit report, interview applicant, visit his office, and confirm all information shown on the Association application form and interview references. The Membership Committee may also inquire about or request a report of any criminal record of the owner of any applicant and/or the applicant’s proposed Association Designee.
d. The Membership Committee shall report its findings to the Directors, who shall also review the qualifications of the applicant and the recommendations of the Membership Committee and shall then vote on eligibility to membership. An applicant shall be declared duly elected as a member when he has received a majority vote of the Directors, when he has paid such dues and fees as may be applicable, and when he has signed any required membership pledge.
e. At the time of application and during the term of membership, no Member or Association Designee shall have been convicted, received a deferred adjudication or be charged with a pending criminal charge that would result or has resulted in the conviction of a felony involving violence, theft, deception, possession, manufacturing, distribution or intent to distribute a controlled substance; and/or be adjudicated any form of sexual offender, including habitual sexual offender, or sexual predator. No owner of any Member or its Association Designee shall have been convicted or received a deferred adjudication or be charged with a pending criminal charge that would result or has resulted in the conviction of a misdemeanor of the first or second degree involving theft; deception; misdemeanors of violence, or misdemeanors involving the distribution or intent to distribute, or manufacture a controlled substance. Such qualification questions shall be asked on the Association’s membership application and Member shall have the duty to seasonably update such responses if the response would change as a result of a conviction or deferred adjudication of the Member or its Association Designee, or replacement Association Designee. If the Member or Association Designee has a prior conviction or is convicted of the type of charges listed in this Section, the Membership Committee shall recommend denial of the application, or if already a Member, the Board shall vote on disqualifications as recommended by the Membership Committee for Members who: do not answer the application questions truthfully; do not provide additional information, as needed; do not seasonably update this information per this requirement; or if the Owner of the Member or its Association Designee subject to membership is convicted or receives a deferred adjudication for one of these types of crimes listed in this section during any membership period.
f. The Associate Council Officers and Directors shall be governed by the criminal requirements set forth in this Article II and shall adopt such language into their Code of Regulations to effectuate such requirement.
Section 2. The Board of Directors shall have the right to change the classification of any member or membership either by reason of the change of activities of a Member or in order to better promote the objectives and activities of the Association. The Board of Directors shall be the sole judge of such change of classification, provided that prior to such change of classification, the Board of Directors shall serve notice upon such member by mail, fax, or e-mail setting forth that the Member’s classification shall be considered for change at the next regular meeting of the Board of Directors; and such member shall have the right to appear at such meeting and present any information for the consideration of the Board which shall be pertinent to the Member’s classification.
Section 3. The Board of Directors shall have the jurisdiction to reprimand, fine, suspend or expel a Member for a violation of these Code of Regulations, By-Laws, or the Code of Ethics within these Regulations, or for any other conduct detrimental to the interests of or which discredit the Association or the industry in general.
Further, the Board may suspend or expel any Member for any other cause, which shall be determined by the Board of Directors, to require removal in order to protect the interests of the Association or the multi-family housing industry. Specific reasons for removal of a Member shall include, but not be limited to, (a) violations of the laws of the State of Ohio or Kentucky, or the United States of America; (b) failure to comply with the requirements of the By-Laws or Code of Regulations or Policies and Procedures promulgated from time to time by the Board of Directors; (c) conflicts of interest, including but not limited to: (i) deriving personal profit from the Association activities or functions, except in certain arm’s length transactions which shall require the approval of the Treasurer and be included in the Treasurer’s monthly report to the Board; (ii) misappropriation or misallocation of Association funds; (iii) engaging in activities contrary to the Association’s mission;(d) any owner of a member or its Association Designee to the Association is convicted of a crime as described in this Article II; or (e) any other action that is not in the best interest of the Association as solely determined by a two-thirds majority of the Board of Directors.
No member shall be suspended or expelled except upon written charges against the Member filed with the Secretary (with a copy to the President) to be considered by the Board of Directors at any regular or special meeting of the Board called for that purpose by the President. The Secretary shall give the Member not less than fourteen (14) days written notice, via certified mail to Member, of the time and place of the meeting at which said charges shall be considered and shall specify in writing the charges which have been filed against the Member. No Member shall be removed from membership unless at least two thirds of all Board of Directors present at the meeting, at which charges are considered, vote affirmatively to remove the Member. The member against whom charges have been filed shall be given the opportunity to be heard at any such meeting and to be represented by counsel of their choosing, at his or her sole expense. If a Member is removed, no refunds of any membership dues shall be given.
A suspended Member will enjoy none of the rights or privileges of membership while the suspension is in effect, but shall resume as former status in the Association, once suspension has expired or been terminated.
An expelled member may be reinstated upon the terms and conditions specified by the Board of Directors in each individual case.
Section 4. Members shall remain current in all financial obligations to the Association.
ARTICLE III
CODE OF ETHICS
Section 1. All Members of the Association shall agree to observe and be bound by the following Code of Ethics:
a. Members shall constantly seek to provide better values, so that people may know and enjoy the benefits of apartment living.
b. Members shall at all times contribute their knowledge in multi-family building and management to the best interest of those they serve.
c. Members shall not obtain any business by means of fraudulent statements or by use of implications unwarranted by fact or reasonable probability.
d. Members shall comply both in spirit and letter with rules and regulations prescribed by law and government agencies for the health, safety, and lawful operation of its community.
e. Members shall not perform or cause to be performed any act which would tend to poorly reflect on or bring into disrepute any part of the multi-housing industry.
f. Members shall conduct their business practices between other members with integrity in an honest manner and shall not conduct any business transaction which would tend to bring disrepute to the Member’s business, the business of another member, or to any part of the multi-family housing industry.
g. Members acknowledge that the policy of the Association is to support and foster fair housing. Members understand that it is illegal to advertise or in any way to discriminate in the rental of a dwelling to a person because of race, color, religion, sex, handicap, familial status or national origin. Additional protected classes may exist in individual communities. All members pledge to uphold all Fair Housing Laws.
ARTICLE IV
MEETINGS
Section 1. Directors Meetings.
a. Regular monthly meetings of the Board of Directors shall be held on the third Tuesday of the month at a time as designated by the President at the Association Office or at such other time and place as may be determined by the Board of Directors and announced through e-mail, fax, or other electronic means or special mailings.
b. At least twelve (12) of the voting Members of the Directors present shall constitute a quorum of the Board of Directors.
c. Special meetings of the Board of Directors may be called by the President or upon formal request in writing of any five (5) of its Members.
d. In the absence of all Association officers at any meeting of the Directors, the members present shall elect one of their number to preside.
Section 2. Annual Meeting. The Annual Meeting of all the members of this Association shall be held during the month of October or November, at which time the election of Directors for the ensuing year shall take place. The date, time and place shall be set by the Directors.
Section 3. Other Meetings
a. Regular meetings of the general membership shall be held at least five (5) times per year at such times and places as the President or Directors determine, and will be held on the third Tuesday of the month except for special events approved by the Directors.
b. Special meetings of the Members may be called by the President and must be called by the President at the request of any five (5) Directors, or shall be called upon written request of not less than one-third of the Members. Each special meeting shall require at least fifteen (15) days notice by mail to each Member stating the reasons thereof.
c. Special meetings, when necessary, may be conducted by accepting votes of at least a quorum of the Members by e-mail, fax, or other electronic means.
Section 4. Membership Attendance at Meetings
a. All meetings of the Board of Directors, as well as the Associate Council Board of Directors, and the committee meetings of the designated Board of Directors and Associate Council are open to attendance by any Member in good standing.
b. Certain meetings and special events may require a prepaid reservation, the purchase of a ticket, the purchase of a sponsorship, or the purchase of exhibit space, and thus would prohibit attendance by other Members, be they primary associate, affiliate or honorary, who do not meet the required purchase, sponsorship, investment, or exhibit requirements. These meetings are noted either by the sale of an admission ticket or in the meeting information posted by the Association in any meeting announcement.
ARTICLE V
VOTING
Section 1. At any annual election or upon any occasion which a vote of the membership is required, only Members in good standing shall be entitled to vote and such vote must be in person, unless by proxy as described in Section 5 (below). There shall be one (1) vote for each membership.
Section 2. A majority vote of all Members present at any meeting shall be necessary for passage of any measure of election to any office.
Section 3. The President shall appoint at the Annual Meeting three (3) judges to properly tally and record the votes.
Section 4. Quorum. One-fourth of the Members, either present or represented by proxy, shall constitute a Quorum for transaction of business at any membership meeting properly called.
Section 5. Vote by proxy. Members shall be permitted to vote by proxy only with written permission from the Directors received by 12:00 noon of the day of the scheduled vote
Section 6. Memberships in the Association are not transferable. However, the vote of a Member may be cast at any general membership meeting by the designated individual who is a part of the member organization, whether the member be an organization or an individual.
ARTICLE VI
DUES AND ADMISSION FEES
Section 1. Dues. The annual Association dues for all membership classifications shall be set from time to time by the Directors based upon recommendations of and after consultation with the Budget and Finance Committee.
Section 2. Admission Fees. A one-time admission fee shall be submitted with each application for membership and shall become the property of the Association upon approval of the application. Said fee shall include the cost of processing the application, the establishment of Association files and records, and the preparation of a membership packet. The Membership Committee may waive the admission fee for membership by a majority decision of the Membership Committee at the time of the vote and may require any candidate for membership to re-submit the admission fee if they discontinue their membership in this Association for more than one (1) year, also decided by majority vote of the Membership Committee. Such fees shall be set from time to time by the Membership Committee based upon recommendations of and after consultation with the Budget and Finance Committee.
Section 3. Date Payable and Method of Billing. All dues for all members shall be due and payable to the Association annually in advance on the anniversary date of membership application, unless otherwise designated herein. Association dues of newly elected members shall begin as of the first day of the month they applied for membership and shall be due annually thereafter on their anniversary date of membership application. Each Primary Member shall be sent a “Request for Unit Count” annually, sixty (60) days in advance of the member’s anniversary date whereby each member must certify in writing the number of units which the member owns, manages or is affiliated with. The Primary Member shall make an accurate disclosure of all units it owns, manages, or otherwise is affiliated with.
Section 4. Special Assessments.Special assessments for members may be made from time to time by the Board of Directors.
Section 5. Delinquencies. Any member who is delinquent in their dues or other fees or charges for a period of 30 days may be subject to expulsion. A second notice for payment shall be sent after the member’s expiration date. If payment of dues is not made within 60 days of the member’s expiration date, the Treasurer shall notify the Board of Directors who may take action unless a valid excuse has been presented to and accepted by the Board of Directors. The Board may decide to take any action up to and including termination of membership. No dues shall be refunded to any member whose membership terminates for any reason. Accounts delinquent after 60 days, may accrue an interest charge of one and one-half percent (1 1/2%) per month from the due date and shall be reported to the Board of Directors at its next meeting. Reinstatement of a member expelled for non-payment shall only be permitted once the delinquency has been resolved and assurances of prompt payment in the future have been made.
ARTICLE VII
GOVERNMENT
Section 1. The governance of the Association shall be vested in its Directors, who shall have all powers to operate the Association in accordance with the By-Laws. It also shall have discretionary powers to act on matters relating to administration of the Association which are not specifically current, duly elected or otherwise provided for in the By-Laws
Section 2. Directors. The Board of Directors shall consist of twelve (12) Primary members, plus three (3) Associates elected by the Associate Council and must be the then current Officers of the Associate Counsel, plus the Immediate Past President, who shall be a voting member of the Board of Directors, but shall serve as a non-voting Member of the Executive Committee. Each member of the Board of Directors, as so constituted, shall have one (1) vote upon all matters brought before the Board. The Immediate Past President shall continue to serve the role as Immediate Past President until the next President’s term ends, for any reason.
Section 3. Vacancies. The Board of Directors shall have the power to fill vacancies among the officers and elected Directors of the Association by a vote of two-thirds of said Board attending a meeting, and such officers and Directors so elected shall serve the unexpired term of their predecessors and until their successors are elected and qualified. The Board shall vote on the candidate presented to the Board as recommended by the Nominating Committee unless good cause is shown. The Board is not obligated to approve any candidate presented by the Nominating Committee. The Board of Directors can elect not to fill any vacancy so long as the total number of Board members does not fall below fifteen (15). .
Section 4. Officers
a. The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and Executive Vice President and any others as may be deemed advisable by the Directors. The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Directors and such as are required by law.
b. The Vice President, then the Secretary and then the Treasurer in order of priority shall, in the absence of the President, exercise his powers and duties. In the event of death, resignation, or inability of the President to serve, the Vice President shall assume that office to complete the unexpired term and thereafter may serve as President for his full term if so elected.
Section 5. In the event a Member of the Board of Directors should be absent three consecutive times, or four times in a calendar year from regularly stated meetings of the Board of Directors (even if excused), or three unexcused absences in a calendar year from general membership meetings, it shall be considered as a resignation from the Board of Directors unless a valid excuse is presented to and accepted by the Board at the following regularly scheduled Board Meeting. An excused absence shall be recognized when the Member is too ill to attend a meeting safely or has a conflict that cannot be avoided, a conflict other than illness shall be excused as determined in the sole discretion of the Board of Directors.
Section 6. All Board Members must sit on at least one (1) committee and report to the Board of Directors as necessary.
Section 7. It shall be the duty of the Board of Directors to exercise general supervision over the affairs of the Association and to receive and act upon the reports of all committees and to elect or reject candidates for membership who are recommended by the Membership Committee, and to act in the capacity of any committee and, at its discretion, to create additional committees or to disband any existing committee or committees.
Section 8. The Board of Directors shall make and enforce such rules and regulations for the conduct of its work and the work of the various committees of the Association which it may deem proper and which may not contravene or infringe upon this By-Laws or Articles or Incorporation of the Association.
Section 9. The Board of Directors shall have control of the funds of the Association and shall have the right to provide the method and manner of disbursement of such funds. The action of the Board of Directors within its powers granted by this Code of Regulations and Directors within its powers granted by this By-Laws and the Articles of Incorporation shall be final and shall not require the approval of the members of the Association in order to be valid.
Section 10. Unless otherwise required by the Board neither the Treasurer, Secretary, or any employee of the Association shall be required to be bonded. However the Association shall maintain appropriate insurance for the Board and employees which shall have the same effect as the officer and employee dishonesty insurance or Board member being bonded. Authorization from the Treasurer shall be required on all checks in excess of Fifteen Thousand Dollars ($15,000.00).
Section 11. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President (as a non-voting member in an ex-officio capacity) and Executive Vice President. The Executive Committee shall have such powers as are delegated to it by a formally approved motion of the Board of Directors or as specifically stated in the By-Laws. The Executive Vice President is also a non-voting member of the Executive Committee.
Section 12. Removal or Resignation of Officers or Directors
a. Any officer or director may be removed during his or her term by a vote of two-thirds (2/3) of the Board of Directors whenever, in the Board’s judgment, removal of such person would serve the best interest of the Association. Any officer or director may be removed from office by a simple majority of voting members of the Board present at any time, but only “for cause”.
b. Any officer or director may resign at any time by giving written notice to the Board, the President, or the Executive Vice-President of the Association. Such resignation shall take effect on the date of receipt of such notice or at any later time specified, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VIII
ELECTION OF OFFICERS AND DIRECTORS
Section 1. Nominations.
a. A Nominating Committee of at least five (5) Members shall be appointed as a standing committee of the Board. The Nominating Committee shall be representative of a cross section of the members.
b. The Nominating Committee shall present candidates to the Board of Primary Member(s) in good standing for each expiring directorship at least thirty (30) days prior to any scheduled election, and at any other time when a vacancy dictates replacement of a Member of the Board. The President or Board of Directors shall immediately cause notice of the nominations to be given the Members. The Nominating Committee shall not nominate any Member which could result in more than one Member from the same company being a Member of the Board of Directors.
c. The Nominating Committee shall elect by ballot a Chairman and Secretary from its Members. It shall be necessary to have an affirmative majority vote of Members of the Committee to effect the nomination for Director the name of any person who qualified for such directorship.
d. Any nominee may request that his name be withdrawn.
e. Directors shall not be eligible for nomination or election nor may any Director serve any term after twelve (12) consecutive years of service without a minimum one (1) year off. For the purposes of this section the Immediate Past President may serve as a voting member of the Board of Directors even if the Immediate Past President has served for twelve (12) consecutive years but the Immediate Past President must serve the one year time off requirement after the Immediate Past President has fulfilled his term as Immediate Past President
f. No person shall be elected or continue to serve as a Director or Officer of the Association should that person have been convicted of a crime as described in Article II Section 1.e. of these Code of Regulations. If such person is convicted or receives a deferred adjudication for such a crime as described in Article II of these Code of Regulations during Members term as Officer or Director, the Board shall immediately request such Officer or Director to resign from the Officer position and/or Directorship. If the person refuses to resign, the Board shall exercise its rights under Article II, Section 3 of these Code of Regulations.
Section 2. Election of Directors.
a. At the Annual Meeting those Members present shall elect the number of Directors necessary to fill the Board. New directors shall be elected to a term of three (3) years or as designated by the Board of Directors
b. Voting shall be by secret ballot which shall list all nominees. A plurality of votes cast shall be sufficient to elect. If a tie should occur, then Robert’s Rules of Order “that those present shall vote again to decide the issue” shall prevail. Three (3) election judges appointed by the President shall conduct the election and determine the results..
c. The complement of Directors may be altered by a two-thirds majority vote of the present Board if qualified eligible Members are not available to fulfill expiring directorships or vacancies.
d. No more than one Member from any member company may serve on the Board of Directors at any time
Section 3. Election of Officers.
a. The newly elected Directors shall be inducted into office at a meeting of the Directors to be held at the regularly scheduled Board meeting in December after the election. Following induction, the new Board of Directors shall elect from their ranks a President, Vice President, Secretary and a Treasurer.
b. The term of office for all Officers shall be one (1) year, and they shall hold office until their successors are elected and qualified. No member shall be elected to hold the office of President successively for more than two (2) consecutive terms and no officer may serve three (3) consecutive terms in any office without one (1) year intervening.
c. The President shall be the chief officer of this Association and shall preside at all meetings of the Association, Board of Directors and Executive Committee. The President shall appoint all committees and their respective chairmen and shall designate the duties of all committees, subject to the approval of the Board of Directors. he shall be the official spokesman of this Association in matters of public policy. He shall be an ex-officio member of all committees and shall have the right, with the approval of the Board of Directors, to fix the terms, duties, and responsibilities of any and all committees.
ARTICLE IX
EXECUTIVE VICE PRESIDENT
Section 1. The administration and management of the Association shall be in a salaried staff head, employed or appointed by, and directly responsible to the Board of Directors. He/She shall have the title of Executive Vice President or such other title as the Board shall from time to time designate. Subject to the President and the Board, he/she shall employ and may terminate the employment of staff members necessary to carry on the work of the Association. He/She shall manage and direct all functions and activities of the Association and shall perform such other duties as may be specified by the Board. The Executive Vice President will be reviewed on an annual basis by the Executive Committee in the month of November which shall have final approval for salary adjustments.
ARTICLE X
STANDING AND SPECIAL COMMITTEES
Section 1. Appointment. The President shall appoint all Committees, including Chairman and Vice Chairman, subject to confirmation by the Directors. Term of Committee shall begin on December 1 for one (1) year, unless otherwise specified. Any vacancies on Committees shall be filled by the President and confirmed by the Directors.
Section 2. Standing Committees of the Board shall be:
* Budget and Finance Committee
* Legislative Committee (Ohio and Kentucky)
* Membership Committee
* Nominating Committee
* Education Committee
Section 3. Other Committees. The President may appoint other Committees as may be deemed advisable, subject to confirmation by the Directors.
ARTICLE XI
PROFESSIONAL COUNSEL
Section 1. The Board of Directors shall have the authority to employ legal counsel, who shall be an attorney at law and licensed to practice in the State of Ohio and/or Kentucky, who shall advise the officers and Directors of this Association in legal matters.
ARTICLE XII
AMENDMENT OF CODE OF REGULATIONS
Section 1. These By-Laws may be amended by a two-thirds vote of the Members present plus valid proxies at any regular or special meeting of this Association provided that notice of the proposed amendment(s) has been mailed to each Member not less than ten (10) days prior to the meeting at which action on such amendment(s) is to be taken, and that said proposed amendment(s) are electronically posed (such as on the Association’s website, or e-mailed) so that said amendment(s) can be reviewed by the members at least 10 days prior to such meeting.
ARTICLE XIII
FISCAL YEAR
Section 1. The fiscal year of this Association shall be January 1 to December 31.
ARTICLE XIV
FUNDS AND BUDGET
Section 1. Dues and other monies collected by this Association shall be placed in such depositories as are selected by the Board of Directors. Payments from the funds of this Association shall be made on the signature(s) of any person(s) designated by the Board of Directors.
Section 2. The Budget & Finance Committee shall adopt and the Board of Directors shall approve a budget for each fiscal year. This Association shall function within the limits of such budget. Any expenditure in excess of 10% of any budget item must be approved by the Budget and Finance Committee and authorized in advance by the Executive Committee.
ARTICLE XV
ORDER OF BUSINESS
Section 1. The order of business of the Association and its division shall be at the discretion of the President.
Section 2. The rules of the parliamentary procedure for all meetings of members and all meetings of the Board of Directors shall be the rules established by Robert’s Rules of order.
ARTICLE XVI
LIMITATIONS
Section 1. Nothing herein shall constitute members of this Association as partners for any purpose. No member, officer, agent or employee of this Association shall be liable for the acts or failure to act on the part of any other member, officer, agent, or employee this Association. Nor shall any member, officer, agent, or employee be liable for his acts or failure to act under these Code of Regulations excepting only acts or omissions to act arising out of his willful misfeasance or malfeasance.
ARTICLE XVII
DISSOLUTION
Section 1. Upon dissolution or winding up of the affairs of this Association, the Directors, after providing for the payment of all obligations, shall distribute any remaining assets to any non-profit, tax exempt organization of the Directors discretion.
KGN322926