PURPOSE

The Chattanooga Apartment Association is a professional organization of apartment owners, managers, builders, investors, vendors, and others interested in and related to the multifamily industry.

The members of the Association have pledged themselves to maintain high standards of apartment operation and construction and to constantly strive to operate at the highest level of the professional multifamily management.

The purpose of this Corporation is to unite persons in the apartment industry, so as to improve the services and condition of the apartment industry, through legislative education, public relations and legislative representation. Our function is service to the multifamily industry of Chattanooga. Board members serve without pay. Involvement is the key to more education, professionalism, and true progress in the Chattanooga apartment industry. Through participation in this Association, you can be an influential person in your industry.

ARTICLE I

Members and Memberships

  1. Classes of Members: The Corporation shall have the following classes of members.
    1. Active members
    2. Associate members
  2. Qualifications for Members: The qualifications for active members and associate members shall be as follows:
    1. Active membership shall be open to any person, corporation, partnership, or other operation which manages, operates, or supervises the operation of multi-family housing, which agrees to abide by the provisions of the By-Laws of the Corporation, and which meets with the approval of the Board of Directors.
    2. Associate Membership shall be open to any person, corporation, partnership, or other organization which builds, develops, owns, services, supplies, or otherwise deals with multi-family rental housing lenders, title companies, insurance companies, and any other organizations or institutions interested in the promotion of the multi-family rental housing industry.
  3. Acceptance of Members: The Board of Directors shall establish the procedure for application for membership. Applicants for membership shall make application as prescribed by the Board of Directors and shall meet such other requirements as the Board of Directors.
  4. Dues: Active Member and Associate Members shall pay annual dues in amounts as fixed by the Board of Directors. The annual dues of a member joining the corporation on other than the first day of the dues year shall be pro-rated according to the number of days the new member will be a member of the corporation during the second year period. A full years’ dues and application fee will be paid upon application for membership.
  5. Transfer of Membership: No member of the corporation may transfer a membership or any right therefore arising.
  6. Ethics: There shall be a Code of Ethics by which all members shall abide:
    1. Any member may be censured, suspended or expelled from membership in this Association, by the Executive Committee, after such action is recommended by the Ethics Committee, for any bona fide cause and/or acts that violate the ethical standards imposed on said member of this Association. Such recommendation by the Ethics Committee shall require majority vote of the committee, and any such action by the Executive Committee based on such a recommendation must require a two-thirds (2/3) vote of the entire Executive Committee. It being the intent of this provision to protect the reputation of any member against charges which have been determined to be insufficient to justify a recommendation favoring imposition of disciplinary penalties.
    2. Appeal from action taken in Section A may be made to the Board of Directors within thirty (30) days following such action. A quorum must be present at such an appeal meetings and seventy-five (75%) percent of those present shall be required to override the action of the executive committee with their votes.

ARTICLE II

  1. Suspension and Termination of Membership: The membership of any member may be suspended or terminated and the member removed with or without cause upon a two-thirds (2/3) vote of the Board of Directors. The member shall be given at least thirty (30) days written notice prior to the meeting of the Board of Directors at which the vote on the expulsion, suspension, or termination is to be taken. Said notice shall include the date, hour and location of said meeting as well as the reasons for the expulsion, suspension or termination. The member shall be afforded a reasonable opportunity to be heard, orally of in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination. The Board of Directors may prescribe the procedures for hearings with respect to expulsion, suspension or termination of a membership. During the period of any suspension, which period shall be set by the Board of Directors, the suspended member may hold no office or position on any committee of the Corporation, nor be entitled to vote at any meeting of the membership.  A vote of two-thirds (2/3) of the Board of Directors shall be required to reinstate any membership which has previously been revoked or to reinstate a suspended membership prior to the end of the suspended period. Reinstatement of a member shall be subject to terms and conditions as prescribed by the Board of Directors. Any member who has been expelled or suspended will remain liable to the Corporation for any dues, assessments of fees owed at the time of the expulsion or suspension.
  2. Resignation: A member may resign at any time. The resignation of a member does not relieve that member from any obligations the member may have to the Corporation.

ARTICLE III

  1. Regular Meetings: The Association shall hold regular meetings which shall be a minimum of one each quarter, at such time and place as may be selected by the Board of Directors with such meetings open to all members. Certain meetings shall be open to guests of the members, with these meetings being designated by the President, with the concurrence of the Board of Directors.
  2. Notice of Meetings: Written notice stating the date, time and location of the meeting shall be mailed or delivered no fewer than ten (10) days nor more than thirty (30) days before the meeting date. The notice of an annual meeting or special meeting shall include a description of the matter or matters for which the meeting is called or that a member intends to raise at the meeting if requested in writing to do so by a member entitled to call a special meeting and the request is received by the Secretary or President of the Corporation at least ten (10) days before the Corporation gives notice of the meeting. If an annual or special meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time or place is announced at the meeting before adjournment.
  3. Special Meetings: Special meetings of the Corporation may be called at any time by the President, Secretary, or the Board of Directors. A special meeting may also be called if the holders of at least ten percent (10%) of all the votes entitled to be case on any issue proposed to be considered at the proposed special meeting described the purpose or purposes members entitled to demand a special meeting is the date the first member signs the demand. Only business within the purpose or purposes described in the notice may be conducted at a special meeting of the members.
  4. Quorum Requirements: One-half (1/2) of the members entitled to vote as of the date of the meeting, present in person, shall be required for and shall constitute a quorum at all meetings. When a quorum is once present to organize a meetings, a meeting may be adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those members present. When a quorum is present at any meeting, a majority of the votes of the members there represented shall decide any question brought before such meeting, unless the question is one upon which, by express provision of this Corporation’s charter, these By-Laws, or the Laws of Tennessee, a larger of different vote is required, in which case such express provisions shall govern the decision of such question.
  5. Voting: Only members shall be entitled to vote. Each member shall have one (1) vote. No member shall be entitled to vote at any meeting whose membership has been suspended or terminated. No member shall be entitled to vote at any meeting unless the member’s dues are fully paid to the date of the meeting is held. No absentee voting.

ARTICLE IV

Board of Directors

  1. General Powers: The business of the Corporation shall be managed by its Board of Directors.
  2. Qualifications of Directors: Directors need not be residents of this State but must be a legal person of natural age who is a member of the Corporation.
  3. Number and Election: The number of directors shall be (11) with (5) of the directors being officers of the Corporation and the remaining directors being elected by the members. All directors shall be elected by a plurality of the votes cast at the Annual Meeting of the members.  The directors will serve two (2) year staggered terms and each director shall hold office until the expiration of the term for the elected and qualified. The immediate past President of the Corporation shall be an  Ex Officio member of the board of Directors, who shall serve without election provided he is a member in good standing.
  4. Removal and Resignation of Directors: The members may remove one (1) or more Directors elected by them without cause by majority vote of the members at any regular, special, or annual meeting. The meeting notice must state that the purpose or one of the purposes of the meeting is the removal of the director(s). If a director is removed by a voted of the members, a new director can be elected in the same meeting. A director may resign at any time by delivering written notice to the Board of Directors, the President, or to the Corporation, and a resignation is effective when the notice is effective unless the notice specifies a later effective date.
  5. Vacancies: A vacancy in the Board of Directors may be filled by a majority vote of the remaining directors. A vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting, special meeting, or regular meeting of the members called for that purpose. The members may elect a Director at any time to fill any vacancy not filled by the directors.
  6. Meetings and Notice: A regular meeting of the Board of Directors shall be held at least once a month at a time and place as determined by the President, and regular meetings of the Board may be held without notice. Special meetings of the Board of Directors may be called by the President or any two (2) Directors, and notice of special meeting of the Board must be preceded by at least twenty-four (24) hours’ notice to each Director of the date, time, and place, but not the purpose of the meeting. A director may waive any required notice by submitting a written waiver signed by the Director and filed with the minutes or corporate records. A director’s attendance at or participation in a meeting waives any required notice of the meeting unless the Director at the beginning of the meeting, or promptly upon his arrival, objects to the holding of the meeting and does no thereafter vote for or assent to action taken at the meeting A quorum of the Board of Directors consists of a majority of the Directors in office immediately before a meeting begins. A meeting may be adjourned despite the absence of a quorum and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment. The vote of majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the vote of a greater number is required by the Charter, these By-Laws, or by the Laws of Tennessee. Each meeting of the Board of Directors shall be presided over by the President, and in the absence of the President, by any person elected to preside by a vote or the majority or the Directors present, The Secretary, or in the absence of the Secretary, any person designated by the Chairman of the meeting, shall act as secretary of the meetings.
  7. Attendance Requirement of Directors: Any member of the Board of Directors who misses more than (3) meetings will be subject to being dropped from the board.

ARTICLE V

Committees

  1. Creation: The Board of Directors may create committees of the board. The member of committees may be members of the Board of Directors or other natural persons although at least one (1) member of a committee must be a Director. The creation of a committee and appointment of members thereto by the committees shall serve at the pleasure of the Board of Directors which shall have the authority to discharge or remove a committee member upon a majority vote of the Directors then in the office.
  2. Nominating Committee: There shall be a Nominating Committee composed of the immediate past President, who shall serve as Chairman, and at least three (3) members appointed by the Board of Directors.  Present officers and members of the Board of Directors are not eligible to serve on the Nominating Committee.  The Nominating Committee shall nominate candidates for each office to be filled by election of the members and appointment shall be given to the membership at least fourteen (14) days in advance of any election. The committee shall solicit the members, consider recommendations, and shall nominate at least one (1) candidate for each office to be filled. The committee may also suggest rules and procedures for any elections and perform other appropriate duties at the direction or request of the President.
  3. Other Standing and Special Committee: Other committees may be designated and created from time to time as necessary by majority vote of all the Directors then in the office.  The creation of any committee and the delegation thereto of any authority shall not operate to relieve the Board of Directors of any member thereof of any responsibility.  A committee may not authorize distribution; elect, appoint, or remove Directors or fill vacancies on the Board; adopt, amend or repeal, the Charter of By-Laws; or approve or recommend to the members dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation’s assets.

ARTICLE VI

Officers

  1. Title: The Officers of the Corporation shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer. All officers shall also be members of the Board of Directors as set forth hereinabove.
  2. Election and Terms: The Officers of the Corporation shall be elected by the members of the Corporation at the annual meeting. Each officer shall serve for one (1) year and until his successor is elected and qualified or until his death, resignation, retirement, removal of disqualification.
  3. Duties: All officers shall have such authority and perform such duties in the management of the Corporation as are normally incident to their offices and as the Board of Directors may, from time to time, provide, and shall also have the following authorities and duties.
    1. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the Corporation. The President shall, when present, preside at all meetings of the Directors and members and in general, shall perform all duties incident to the office of the President, and such other duties as may be prescribed from time to time, by the Board of Directors.
    2. The Vice President shall, in the absence or disability of the President, have the power to perform the duties of said office. In addition, the Vice President, and such duties of and have such other powers that be prescribed by the President or the Board of Directors.
    3. The Secretary is to keep accurate records of the acts and proceedings of all members and directors meetings. He/She shall give, or cause to be given, all notices required by law and by these By-Laws.  He shall have general charge of the Corporation seal to any lawfully executed instrument requiring it. He shall sign such instruments as may require his signature, shall maintain a record of members of it. He shall sign such instruments as may require his signature, shall maintain a record of members of it. He shall sign such instruments as may require his signature, shall maintain a record of members of the Corporation, showing the name and address of each such member, and shall perform all duties incident to the office of Secretary and such other duties as may be assigned him from time to time by the President or by the Board of Directors.
    4. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit, or disburse the same under the direction of the Board of Directors. He/She shall keep full and accurate accounts of the finances of the Corporation and books especially provided for the purpose. He shall prepare a true statement of its assets and liabilities as of the close of each calendar year and shall regularly report to the Board and to the membership with respect to finances of the Corporation. He shall generally perform all other duties as may be assigned to him from time to time by the President or Board of Directors.
  4. Resignation and Removal: An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective date.  Any officers may be removed with or without cause by the action of the Board of Directors.
  5. Vacancies: In the event of the death, resignation, or removal of the President, the First Vice President shall succeed to the Office of President, but upon the failure of the First Vice President to serve, the Second Vice President shall succeed to the Office of President. If neither Vice President is able for any reason to succeed to the Office of President, then the Secretary shall assume the Office of President, and thereafter the Treasurer shall be in line to succeed. Any officer succeeding to the Office of President shall serve until such time as a new President is elected by the members at the next annual meeting. Vacancies in any office other than that of President shall be filled by appointment of the Board of Directors from the membership and any successor so appointed shall fill out the unexpired term of the office.

ARTICLE VII

Action by Consent

Whenever the members are required or permitted to take any action by vote, such action may be taken without a meeting upon written consent, setting forth the action so taken, signed by each member entitled to vote on the action and indicating each member’s vote or abstention on the action delivered to the Corporation for inclusion in the minutes of filing with the corporate records. The record date for determining members entitled to take such action without a meeting is the date the first member signs the consent.

ARTICLE VIII

Amendment of By-Laws

These By-Laws may be amended, added to, or repealed by a two-thirds (2/3) vote of the members present at any annual meeting, special meeting, or regular meeting provided that such amendment or repeal shall have been first approved by action of the Board of Directors, and written copy of the proposed amendment has been delivered to the members at ten (10) days prior to the meeting at which the action is to be taken.

ARTICLE IX

Elimination of Liability

The Corporation shall not be liable for any acts, expenditure or commitments of individual unless such act, expenditure or commitment shall have been approved by the Board of Directors and dully recorded in the records of the Corporation.  A director shall not be personally liable to the Corporation or its members for monetary damages for breach of his fiduciary duty as a Director.

ARTICLE X

General

  1. Seal: The corporate seal of the Corporation shall consist of a facsimile of a door key with “C.A.A.” in black letters on the face of the key. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reported by any means.
  2. Contract: The Board of Directors may authorize any officer of officers, agent or agents, to enter into any contract or execute any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
  3. Loans: No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
  4. Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by two of the officers, or in such manner as shall from time to time be determined by resolution of the Board of Directors.
  5. Deposits: All funds of the Corporation not otherwise employed or invested shall be deposited form time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct.
  6. Rule of Procedure: To the extent not inconsistent with these By-Laws or applicable law, and to the extent that other rules of order and procedure are not adopted at a meeting of Directors or members for the conduct of business there at Roberts Rules of Order shall govern the procedure and order of the meetings.

General

We, you Officers and Board of Directors, the undersigned Incorporators certify that these By-Laws were duly amended at the general membership meeting of the Corporation held on the 20th day of November, 1997 and were approved by all members on that date.