By-Laws of the Central Virginia Apartment Association

 

ARTICLE I

(Name and Location)

 

Section 1.    The official name of this Association shall be the Central Virginia Apartment Association.

 

Section 2.    The principal office of this Association shall be at a location determined by the Board of Directors.

 

 

ARTICLE II

(Objectives)

 

Section 1.    The objectives of this Association shall be:

(A)     To raise the level and standards of professional multifamily housing, construction and operation.

(B)     To promote cooperation between owners, managers, builders and suppliers of services to the multifamily industry in the discipline of professionalism.

(C)     To encourage an ever-improving quality of life and standard of service to the multifamily housing and rental public.

(D)     To provide services and benefits to members of this Association which will assist them in the performance of their duties.

(E)     To provide a forum for the free exchange of information between members of this Association.

(F)     To provide a vehicle through which the members can deal in unity with government bodies on local state and national levels.

 

 

ARTICLE III

(Membership)

 

Section 1.    Membership in this Association shall be of two classes:

(A)     Owner/Manager

(B)     Associate

 

Section 2.    Qualifications for membership in this Association shall be as follows:

(A)     Owner/Manager Membership shall be open and limited to any individual, partnership, corporation or other organization that owns, has an ownership interest, manages or builds rental housing.

(B)     It shall be a requirement for Owner/Manager membership that all rental units within the counties of Chesterfield, Goochland, Hanover and Henrico; and the Cities of Richmond, Petersburg, Hopewell and Colonial Heights; and the Town of Ashland in which the owners, partners or officers of the Owner/Manager member have an ownership or a management interest become members of this Association whose dues shall be paid on a per unit basis.  In the event that an Owner/Manager member’s property is fee managed, all units in which the owners, partners or officers of the Owner/Manager member have an interest, and all units in which the Owner/Manager member has an interest, are required to become members whose dues shall be paid on a per unit basis.

(C)     Associate Membership shall be open and limited to any individual, partnership, corporation or other organization, which services, supplies, or otherwise deals with multifamily housing and does not qualify for Owner/Manager Membership.

 

Section 3.    Applications for Membership in this Association shall be made to the Board of Directors and processed in the following manner:

(A)     Candidates shall submit an application in writing on a form supplied by this Association, containing an agreement to abide by the By-laws and Code of Ethics of this Association.

(B)     Application shall be endorsed by at least one member in good standing of this association and shall be accompanied by a payment of an amount sufficient to cover one year’s dues in advance, as hereinafter set forth.  All payments so made shall be returned in full if membership is not approved.

(C)     In the event the applicant does not know any member of this Association who can endorse the application for membership, the Board of Directors would serve as the applicant’s sponsor.

 

Section 4.    Suspensions, terminations, reinstatements, and transfers of membership in this Association shall be accomplished in the following manner:

(A)     Any member whose annual dues or other charges or assessments in this Association are not paid in full sixty (60) days after they become due may be expelled by a majority vote of the entire Board of Directors.

(B)     Any member may be censured, suspended or expelled from this Association for cause, if, in the opinion of the Board of Directors, it shall be considered desirable for the best interest of this Association or its members.  Such action shall require the affirmative vote of no less than two-thirds (2/3) of the entire Board of Directors at any regular or called meeting.

(C)     A vote of no less that two-thirds (2/3) of the entire Board of Directors shall be required to reinstate any member who has been expelled or suspended pursuant to the provisions of this Section 4.

(D)     Any member censured, suspended or expelled from this Association under Subsection (B) of this Section 4 shall have the right of an appeal before the membership of this Association at the next following regular or special meeting of the membership.  A vote of no less than two-thirds (2/3) of the members present shall be required to reinstate any member who has been expelled or suspended pursuant to the provisions of this Section 4.

 

Section 5.    Meetings of the Membership shall be held as follows:

(A)     An Annual Meeting of the Membership of this Association shall be held each year for the purpose of reviewing the affairs of this Association for the past year and installation for the following year of the Board of Directors and its officers.

(B)     Regular meetings of the membership of this Association shall be held at least quarterly and at such other times as may be selected by the Board of Directors.

(C)     Special meetings of the membership of this Association may be called at any time by the President or two-thirds (2/3) of the Board of Directors.

 

 

ARTICLE IV

(Fiscal Year)

 

Section 1.    The fiscal year of this Association shall be January 1st through December 31st.

 

 

ARTICLE V

(Dues)

 

Section 1.    The dues of this Association shall be payable in advance at the rate and in the manner set forth by the Board of Directors of this Association.

 

 

ARTICLE VI

(Association Structure)

 

Section 1.    The governing body of this Association shall be a Board of Directors consisting of thirteen (13) voting members. Eleven (11) members from the Owner/Manager Membership and (2) members from the Associates Membership shall be elected in accordance with Article VIII.  The Owner/Manager Board members shall hold office for three(3) calendar years or until successors are duly elected and qualified.  The associate Board members shall hold office for two (2) calendar years or until successors are duly elected and qualified.  To ensure continuity, beginning with elections for 1997, terms of office shall be staggered so that in any one year no more than thirty-three percent (33%) of the Owner/Manager Board members’ terms of service expire and no more than fifty percent (50%) of the associate members' terms of service expire.

(A)     The President shall be an owner/manager member elected by a majority the Board of Directors to hold office as President for one (1) calendar year, or until a successor shall be duly elected and qualified.  The President, at the termination of his or her year of office, shall be an ex-officio member of the Board of Directors for the following year and shall not be entitled to vote on the Board; provided, however he or she is not then serving as an elected member of the Board of Directors for the calendar year following the term as President, in which case he or she shall have a vote.

(B)     The Vice-President/Treasurer shall be an owner/manager member elected by a majority of the Board of Directors to hold office as Vice-President and Treasurer for one (1) calendar year, or until a successor shall be duly elected and qualified.  The Vice-President/Treasurer shall,  in the absence of the President, or upon the President’s direction, perform all the duties of the President, or such other duties as directed by the President.  The Vice-President/Treasurer shall also be responsible to this Association for an accounting of all monies collected and disbursed by this Association and render a monthly financial accounting to the Board of Directors.

(C)     A Secretary shall be a member elected by a majority of the Board of Directors to hold office as Secretary for one (1) calendar year, or until a successor shall be duly elected and qualified.  The Secretary shall keep a record of all the official proceedings of this Association and its Board of Directors.  The Secretary may be an Owner/Manager Member or an Associate Member of this Association.

(D)     The additional duties of all elected members of the Board of Directors or their duly elected and qualified successors, shall be assigned by the President.

 

Section 2.  It shall be the duty and responsibility of the Board of Directors to:

(A)     Approve all activities of this Association including meetings, seminars, workshops, schools, publications, information, exchange programs and other services and programs which will benefit the General Membership.

(B)     Further establish for the General Membership such rules, regulations and procedures not provided in these By-laws to best ensure order, efficiency and the accomplishment of the objectives of this Association, as stated in Article II of these By-laws.

(C)     Cooperate with and establish affiliation with, or membership in, other trade associations, organizations or groups that in its opinion will further the objectives of this Association as provide for in Article II of these by-laws.  The Board of Directors is charged with periodically reviewing this Association’s affiliations or memberships and may, by a vote of not less than two-thirds (2/3) of the entire Board of Directors, engage in or terminate such affiliations or memberships as it deems appropriate.

(D)     Each year the Board of Directors of this Association shall appoint the allowed number of members to all organizations for which Central Virginia Apartment Association representation is required.

 

Section 3.    In order to raise the level of professionalism in our Association the Board of Directors shall appoint a certified public accountant to serve as our Assistant Treasurer and a member attorney to serve as Legal Counsel (both shall be licensed to practice in the Commonwealth of Virginia).  Both persons will serve at the pleasure of the Board of Directors and will be non-voting members of the Board.  The Board of Directors shall appoint members to these positions in December of each year to serve for the upcoming new year.

 

 

ARTICLE VII

(Voting and Quorums)

 

Section 1.    The voting privilege shall be limited as follows:

(A)     Only Owner/Manager Members in good standing shall have the right to vote.  Individuals, partnerships, corporations or other organizations holding Owner/Manager Membership shall be entitled to only one (1) vote to be cast by a duly designated representative.

(B)     At the meeting of the Board of Directors, only voting members of the Board of Directors shall have the right to vote.  Each voting member of the Board of Directors shall be entitled to one (1) vote.  A majority of voting Board Members present and accounted for, at a meeting at which a quorum is present, must vote in favor of a motion for the motion to be approved, unless otherwise provided in these By-laws.

 

 

Section 2.  A Quorum present at any meeting shall be determined as follows:

(A)     A Quorum of the Membership shall consist of not less than one-third (1/3) of the Owner/Manager Members of this Association.

(B)     A Quorum of the Board of Directors shall consist of not less than six (6) of its voting members.

 

 

ARTICLE VIII

(Elections)

 

Section 1.    The Board of Directors shall elect before the first day of November of each calendar year a President-Elect, Vice-President/Treasurer-Elect and Secretary-Elect to hold office during the next calendar year.

 

Section 2.    The Nomination Process.

(A)     On or before the first day of July the Board of Directors shall appoint a nominating committee consisting of 4 owner/manager members and 1 Associate member.

 

(B)     On or before July 15th of each calendar year, a call for nominations shall be issued by the nominating committee and sent out to all owner/manager members advising them of their opportunity to nominate directors to the board.

 

(C)     All nominations shall close at Noon on August 15th of each calendar year, except that if the 15th falls on a weekend, then nominations shall close at noon on the next business day.

 

(D)     On or before November 1 of each calendar year the nominating committee shall send out to all owner/manager members a slate of directors for approval in its entirety.  Balloting shall close on November 15th of each calendar year, except that if the 15th falls on a weekend, then balloting shall close at noon on the next business day.  If the entire slate is disapproved by the owner/manager members a special election shall be held at the Annual December Membership Meeting to fill the vacant positions on the Board of Directors.  Such elections shall governed by the 21st Century Robert's Rules of Order (November 1995 edition).

 

Section 3.    In accordance with Article VI, Section 1, the appropriate number of associate members shall be selected and appointed by the Associates Committee to serve on the Board of Directors.  One of the two associate members who serves on the Board of Directors also shall be the Associates Committee chairperson.

 

Section 4.    The membership shall be notified by the regular News Bulletin and at the Annual Meeting as to the members elected to the office of the President, Vice President/Treasurer, Secretary, and Board of Directors.  All members shall assume office January 1st and shall be installed at the Annual December Meeting of this Association.

 

Section 5.    In the event any Board of Directors member is unable to fulfill his or her elected term of office, the President of the Board of Directors then serving shall within four weeks of notification appoint a duly qualified successor to fulfill the unexpired term of such member.

 

Section 6.    Any member of the Board of Directors who without good cause is absent from more than two Board of Directors meetings or one Membership Meeting in a twelve-month period shall at the discretion of the Board of Directors, be relieved of service on the Board and be replaced by a duly qualified member appointed by the Board of Directors to fill the unexpired term.

 

 

ARTICLE IX

(Committees)

 

Section 1.    There shall be the following Committees:

(A)     The Membership/Marketing Committee shall be composed of members from the General Membership (not limited to the Owner/Manager Membership, and shall meet upon call of its Chairperson, who shall be appointed by the President.  A majority of the Committee’s members shall constitute a quorum.  This committee is charged with building the membership of this Association.

(B)     The Career Development Committee shall be composed of members from the General Membership (not limited to the Owner/Manager Membership).  The Committee shall meet upon call of its Chairperson.  A majority of the Committee’s members shall constitute a quorum.  The duties and responsibilities of this Committee shall be to plan and develop educational programming and events (subject to the approval of the Board of Directors), to meet and further career development within the multifamily rental housing industry.

(C)     The Associates Committee shall be composed of a Chairperson and a Vice Chairperson (both must be Associate Members), the immediate past Chairperson and (9) or more members from the Associate Membership.  The Committee will select its Chairperson and Vice Chairperson by majority vote prior to November 1st of each calendar year to serve the following year.  The Committee shall meet upon call of its Chairperson.  A majority of the Committee’s members shall constitute a quorum.  The duties and responsibilities of this Committee shall be to promote this Association’s Associate Membership and further the objectives of this Association.  The Associates Committee Chairperson shall be a voting member of the Board of Directors. 

(D)     The Finance Committee shall be composed of the Chairperson (who shall be the Treasurer of this Association), an Assistant Treasurer (a certified public accountant licensed to practice in the Commonwealth of Virginia) and one additional member of the Association.  The duties of this Committee are to assist the Treasurer in budgeting, reviewing and approving the monthly financial statements which are presented to the Board of Directors and other duties as requested by the Board.

(E)     The Board of Directors may establish such other standing or special committees as it may deem advisable.

 

Section 2.    The President of this Association is an ex-officio, non-voting member of all of this Association’s committees.

 

Section 3.    Except as otherwise provided in Section 1. of this Article, the President-Elect of this Association shall appoint all committee chairmen by December 31st of each calendar year to serve the following year.

 

 

ARTICLE X

(Finance)

 

Section 1.    Dues and other monies collected by this Association shall be placed in a depository selected by the Board of Directors.  Payments from this Association shall be made on the signature of the executive officer or any two (2) elected officers of this Association.   A separate copy of the Association's bank statements shall be mailed to the Vice-President/Treasurer at an address of his or her choosing, not to be the Association office.

 

Section 2.    The officers listed in Section 1. of this Article and all staff handling funds of this Association shall be covered by a fidelity bond or appropriate insurance in the amount of the annual dues.

 

Section 3.    There shall be an annual review of the finances of this Association by an independent Certified Public Accountant as directed by the Board of Directors.

 

Section 4.    The Board of Directors shall adopt a budget by December 31st for the next fiscal year, and this Association shall function within the totals of such budget.  Any expenditures in excess of such aggregate budget must have prior approval by the Board of Directors of this Association.

 

 

ARTICLE XI

(Notices)

 

Section 1.    Members shall furnish the Association with their official addresses, including e-mail and fax, and the sending of any notice to such addresses shall be deemed service of such notice upon them as of the date of sending.

 

 

ARTICLE XII

(Intellectual Property)

 

Section 1.    Any trademark, service mark, logotype or other mark published or otherwise used by this Association, whether registered or unregistered, is the exclusive property of this Association.  No member of this Association may publish or otherwise use such mark in connection with any product or service without the approval of two-thirds (2/3) of the entire Board of Directors.  No member shall represent, directly or by implication, that any publication, product or service is produced or approved by this Association without the approval or two-thirds (2/3) of the entire Board of Directors.

 

 

ARTICLE XIII

(Rules and Procedures)

 

Section 1.    The 21st Century Robert’s Rules of Order (November 1995 edition) shall govern the procedures at all meetings of this Association unless otherwise provided in these by-laws.

 

 

ARTICLE XIV

(Amendments)

 

Section 1.    These By-laws may be amended by a vote of no less than two-thirds (2/3) of the Board of Directors at a regular, special or called meeting, provided a copy of the proposed amendment (s) shall have been mailed, e-mailed, or faxed to each voting Board member not less than ten (10) calendar days prior to the meeting at which action is to be taken thereon.

 

 

Adopted:  November 25, 1996

Amended:  December 16, 1997

Amended:  December 19, 1998

Amended:  December 10, 2002

Amended:  July 22, 2003

Amended:  January 24, 2006

Amended:  August 22, 2006