BY-LAWS OF THE CHATTANOOGA APARTMENT ASSOCIATION
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 (and surrounding areas).
Members and Memberships
- Classes of Members: The Corporation shall have the following classes of members.
- Apartment Community and Management Company/Owner members
- Supplier/Vendor members
- Qualifications for Members: The qualifications for members shall be as follows:
- Apartment Community and Management Company/Owner membership shall be open to any person, corporation, partnership, or other operation which manages, operates, or supervises the operation of multi-family housing and/or single rental dwellings, 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.
- Supplier/Vendor Membership shall be open to any person, corporation, partnership, or other organization to persons or entities who provide goods or services to the multi-housing industry.
- Acceptance of Members: The Board of Directors shall establish the procedure for application for membership. Applicants for membership shall submit applications as prescribed by the Board of Directors and shall meet such other requirements of the Board of Directors.
- Dues: Membership automatically renews annually, and membership dues are paid on an annual basis. All Members shall pay annual dues in amounts as fixed by the Board of Directors.
- Transfer of Membership: No member of the corporation may transfer a membership or any right therefore arising.
- Suspension and Termination of Membership:
- Non-payment of Annual Dues: Members that have not paid their annual dues are subject to suspension or termination, without a vote from the Board. The member shall be given at least thirty (30) days electronic notice prior to termination of membership. The entire annual dues and billing shall remain due and payable to the CAA, even after revocation. In the event of termination due to non-payment, payment of past due monies, dues, or any other billing (paid in full), will reinstate membership without a vote from the Board.
- Suspension/termination of membership for anything other than non-dues payment: The membership of any member may be suspended or terminated, and the member removed with or without cause upon a majority 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 or 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 majority vote of the Board of Directors shall be required. Reinstatement of a member shall be deliberated over and voted on 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.
- Resignation: A member may terminate their membership agreement as of the last calendar month of the year, by giving at least 30 days prior notice. The resignation of a member does not relieve that member from any obligations the member may have to the Corporation.
- Litigation: If litigation becomes necessary to collect on any balance due, the member agrees to pay any reasonable attorney’s fees in addition to court cost and cost of collection.
Members and Memberships Meetings
- Regular Meetings: The Association shall hold an annual member meeting at such time and place as may be selected by the Board of Directors, with such meetings open to all members who may participate electronically or by telephone.
- Notice of Meetings: Electronic notice, stating the date, time and location of the meeting shall be sent no fewer than ten (10) 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.
- 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 cast on any issue proposed to be considered at the proposed special meeting describing 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.
- Quorum Requirements: Ten percent of the members entitled to vote as of the date of the meeting shall be required for and shall constitute a quorum at all meetings. When a quorum is once present to organize a meeting, 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.
- 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 paid to 30 day standing of the date the meeting is held. No absentee or proxy voting is allowed.
Board of Directors
- General Powers: The business of the Corporation shall be managed by its Board of Directors.
- 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.
- Number and Election: The number of board members shall be (11), with (5) of the directors being officers of the Corporation and the remaining (6) will be 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/she is a member in good standing. He/She is not a voting member.
- 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 vote 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.
- 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.
- Meetings and Notice: The Board of Directors shall hold a meeting, at a minimum, quarterly, 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 a 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. 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
- Quorum Requirement: A quorum of the Board of Directors consists of a majority of the Directors in office. 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, the President Elect shall preside, then Vice President, then Secretary, or in the absence of the Secretary, any person designated by the Chairman of the meeting, shall act as secretary of the meetings.
- Compensation: Directors do not receive compensation for their services but may be reimbursed for expenses according to an established reimbursement policy.
- Title: The Officers of the Corporation shall be a President, a President Elect, a Vice President, a Secretary, and a Treasurer. All officers shall also be members of the Board of Directors as set forth hereinabove.
- Election and Terms: The Officers of the Corporation shall be elected by the Board of Directors. Each officer shall serve for one (1) year and until his successor is elected and qualified or until his/her death, resignation, retirement, removal of disqualification.
- 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.
- The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and oversee 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.
- The President Elect shall, in the absence or disability of the President, have the power to perform the duties of said office. In addition, the President Elect, and such duties of and have such other powers that be prescribed by the President or the Board of Directors.
- The Vice President shall, in the absence or disability of the President Elect, 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 Elect or the Board of Directors.
- The Secretary is to keep accurate records of the acts and proceedings of all directors’ meetings. He/She shall perform all duties incident to the office of Secretary and such other duties as may be assigned to him/her from time to time by the President or by the Board of Directors. 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.
- The Treasurer shall keep full and accurate accounts of the finances of the Corporation and books especially provided for the purpose. He/She 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/She shall generally perform all other duties as may be assigned to him/her from time to time by the President or Board of Directors.
- 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.
- Vacancies: In the event of the death, resignation, or removal of the President, the President Elect shall succeed to the Office of President, but upon the failure of the President Elect shall succeed to the Office of President. If the President Elect is not able for any reason to succeed to the Office of President, then the Vice President shall assume the Office of President, and thereafter the Secretary and then 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.
- The association executive of the Corporation may be employed by and serve at the pleasure of the Board of Directors, manage the Corporations day-to-day affairs and perform such other duties as customarily belong to that office or which the Board of Directors assigns.
- The association executive may employ or contract with such other personnel as shall be needed for the proper performance of the business of the Corporation.
- 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. 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.
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 an electronic copy of the proposed amendment has been delivered to the members at least ten (10) days prior to the meeting at which the action is to be taken.
In the event of the dissolution of the Association, after payment of or provision for all liabilities of the Association, all of the assets of the Association shall be distributed to, or its assets shall be sold and the proceeds distributed to, another organization organized and operating for the same or similar purpose for which the Association is organized and operating, or to one or more corporations, funds or foundations organized and operating exclusively for charitable, educational, scientific or literary purposes, which shall be selected by the Board of Directors of the Corporation; provided, however, that any such recipient organization or organizations shall at that time qualify as exempt from taxation under the provisions of Section 501(c)(3) of the Code or Section 501(c)(6) of the Code.
Action Against Party Because of Association Position. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the representative is or was a director, officer, employee, or agent of the Association, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the representative in connection with such claim, action, suit or proceeding if the representative acted in good faith and in a manner the representative reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe the representative’s conduct unlawful.
- 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.