VAMA By-Laws - Virginia Apartment Management Association

BY-LAWS BY-LAWS

of the

VIRGINIA APARTMENT MANAGEMENT ASSOCIATION

ARTICLE I (NAME & LOCATION)

Section 1. The official name of this Association shall be the VIRGINIA APARTMENT MANAGEMENT ASSOCIATION, and shall be known in short form as VAMA.

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

Section 3. The Virginia Apartment Management Association Inc. is a non-stock corporation, incorporated under the laws of the Commonwealth of Virginia.

Section 4. The Virginia Apartment Management Association Inc. is chartered as an Affiliate State Association of the National Apartment Association and by reason of its charter is entitled to all rights, privileges, and protections as set forth in the By-laws of the National Apartment Association.

ARTICLE II (OBJECTIVES)

The objectives of VAMA shall be:

A. To raise the level and standards of professional apartment and other rental housing management, construction and operation.

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

C. To provide a forum for the free exchange of information between members of this Association.

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

ARTICLE III (MEMBERSHIP)

Membership in VAMA shall be of two classes.

A. Local Affiliate Membership

1. VAMA shall accept as an affiliate local association any organized group of apartment or other rental housing owners and managers, which may also include service providers, suppliers and contractors (hereinafter referred to as "Associate Members"), within the Commonwealth of Virginia whose purpose is to represent its membership which shall meet the conditions and requirements set forth below and has been granted a charter by the National Apartment Association.

2. To qualify for affiliation, a local affiliate shall submit a formal written application to the Association signed by the President of the applying local affiliate and attested to by the Secretary for such local association as having been approved by its local Board of Directors and certifying:

a. That the jurisdiction requested by such association does not conflict with the jurisdiction of an existing affiliated local association.

b. That such local affiliate will submit, with its application, a list of the names, addresses, number of apartment units and classification of its entire membership to this Association and pay dues at the duly prescribed rate for each member.

c. That such local affiliate’s by-laws require that all members’ units managed or owned, either in membership name or another name under common ownership or management contract, which are located within the local affiliate’s jurisdiction, shall be members of the affiliate association.

d. That such local affiliate is comprised of not less than fifteen members, which may include owner/manager and associate members, in good standing: or five thousand apartment units, unless this requirement is waived by the VAMA Board of Directors.

e. That the by-laws of such local affiliate do not conflict with the Charter and by-laws of VAMA or the National Apartment Association. In the event of a conflict, VAMA’s by-laws shall take precedence.

f. A copy of the local affiliate’s by-laws shall be submitted with the application.

3. A Charter will be granted to the local affiliate after its affiliation has been approved by the Board of Directors. If and when a local affiliate shall cease to be the truly representative group of apartment owners, managers, developers and associate members in the territory assigned to said affiliate, the Board of Directors may, by a two-thirds vote of the entire Board, rescind the charter of such local affiliate.

4. Jurisdiction of each local affiliate generally shall be defined by cities or counties or parts thereof and submitted to the Board of Directors for approval.

a. Only one association from any contiguously defined geographic area shall be accepted as a local affiliate..

b. A local affiliate shall have jurisdiction over its members and shall have the sole right to secure membership in VAMA within the confines of the territory approval for each local affiliate.

c. The territory assigned to any local affiliate may be reviewed by the VAMA Board of Directors at any time. Increases or reductions in the geographic area of jurisdictional rights, when approved by a 2/3 vote of the Board of Directors of the Association, shall be binding upon the local affiliate provided sixty (60) days notice of the proposed change has been given the local affiliate. Said affiliate shall respond to the Board of Directors within thirty (30) days of the date of such notice with any objections to the Board’s decision; failure to do shall constitute the local affiliate’s agreement with such decision. Provided written objections have been received by the VAMA Board of Directors pursuant to this paragraph, said local affiliate shall also be granted the opportunity to appear before the Board of Directors.

5. Each local affiliate shall submit to VAMA whenever requested a copy of its current by-laws, and a list of its membership including the address of each member. 6. If a Local Affiliate desires to discontinue its association with VAMA and the National Apartment Association, the Local Affiliate must provide VAMA with a written notice of its intention ninety (90) days prior to the end of a calendar year.

B. At-Large Affiliate Membership

This membership shall be open and limited to those individuals and firms involved in the ownership, management or development of apartment and other rental housing units within the Commonwealth of Virginia but who are not located within the jurisdiction of any local affiliate; and to firms that have an interest in the rental or multifamily housing industry, i.e. "Industry Suppliers."

ARTICLE IV (FISCAL YEAR)

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

ARTICLE V (DUES)

Section 1. The dues of this Association shall be at the rate and in the manner set by a 2/3 vote of the Board of Directors of this Association.

Section 2. Billings and remittance of dues, charges and other assessments will be in accordance with the following:

A. On or about November 1st of each year, VAMA will bill each Member for their state dues. Dues remittances for Members’ state dues are to be paid to VAMA within 120 days of invoice date.

B. Any Member whose state or national charges or other assessments, which have been approved by the appropriate state or national governing body, are not paid in full sixty (60) days after they become due will be expelled from VAMA and the National Apartment Association, with no action by any governing body required. In the event a Member is expelled, all rights, privileges and benefits of affiliation with VAMA and the National Apartment Association will terminate immediately and the local Affiliate Charter will be rescinded.

C. The Board of Directors of VAMA may with a two-thirds (2/3) vote of the Board waive any provision of this Section if, after consideration of the possible precedents that may be set, waiver is deemed to be in the best interest of VAMA.

ARTICLE VI (ASSOCIATION STRUCTURE)

Section 1. The governing body of VAMA shall be a Board of Directors composed in the following manner:

A. Each local affiliate shall be entitled to two seats on the Board of Directors for the first ten thousand units or less of its membership, and one additional seat for each additional increment of five thousand units.

B. Members of the Board of Directors shall hold office for three calendar years, or until successors shall be duly elected. To insure continuity, beginning with the elections of 1994, terms of office shall be staggered so that in any one-year no more than thirty-three percent of terms of service of the entire Board of Directors expire.

C. Each local affiliate shall elect or appoint members to VAMA’s Board of Directors prior to December 10, of the year preceding that in which the members will commence their term on the Board. No more than fifty percent (50%) of a local affiliates representation to the Board of Directors may be chosen from said affiliate's associate membership. The Secretary of each local affiliate shall certify, in writing, the results of said election or appointment to the President of VAMA by December 15th.

D. In the event any Board of Directors member is unable to fulfill his or her elected term of office, the Board of Directors of the local affiliate which said member represents, shall appoint a duly qualified successor to fulfill the unexpired term of said member.

E. Any member of the Board of Directors who without good cause is absent from more than three Board of Directors meetings (other than legislative review sessions) in a twelve month period may be relieved of service on the Board by a vote of 2/3 of the Board of Directors and replaced by a duly-qualified member appointed by the Board of the local affiliate to fill the unexpired term. Prior to removal from the Board of Directors said director shall receive notice of the Board's intent to call for a removal vote at the next scheduled Board of Directors Meeting.

F. The Board of Directors shall meet not less than five times per year at such time(s) and place(s) as the President of VAMA shall determine. Special meetings of the Board may be called at any time with the consent of a majority of the Board.

G. Notice of all meetings of the Board of Directors, setting forth the place, day and hour of the meeting, shall be given to each Director not less than five days before the meeting.

H. At all meetings of the Board, or any committee of the Board, a majority of members shall constitute a quorum for the transaction of business, and the act of a majority of the entire membership of the Board, or any committee, at any meeting at which there is a quorum shall be the act of the Board or of the committee, as the case may be, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these by-laws.

I. A Director who is present at a meeting of the Board shall be presumed to have concurred in any action taken at the meeting, unless his or her dissent to such action shall be entered in the minutes of the meeting.

J. No duly elected member of the Board of Directors shall receive compensation for services performed for or on behalf of VAMA.

Section 2. The officers of VAMA shall be chosen by the Board of Directors, by a two-thirds (2/3) vote of the Board of Directors, and shall be a President, Vice President, a Secretary and a Treasurer. Elections for the officers of VAMA shall take place no later than December 1st of the year preceding that in which the terms of office are to commence.

A. With the exception of the office of President, each officer shall serve for one year or until his or her successor shall have been chosen and qualified, or until his or her resignation or removal. The President shall serve for 2 years or until his or her successor has been chosen and qualified or until his or her resignation or removal.

B. Any officer may be removed from office at any time, with or without cause, by an affirmative vote of two-thirds of the Board of Directors, whenever in its judgment the best interest of VAMA will be served thereby.

C. Any vacancy in an office resulting from any cause shall be filled by two-thirds (2/3) vote of the Board of Directors.

D. The officers of VAMA shall each have such authority and perform such duties in the management of VAMA as usually appertain to such officers of nonprofit associations in the Commonwealth of Virginia except as may be otherwise prescribed by the Board of Directors.

1. The President of VAMA shall be VAMA’s chief elected officer and shall exercise general supervision and control over the affairs of VAMA. The President shall have the following specific powers and duties:

a. To preside at meetings of the Board;

b. To manage the overall affairs of VAMA,

c. To see that all orders and resolutions of the Board of Directors are carried into effect;

d. With approval of the Board of Directors, to execute notes, drafts, bonds, mortgages, deeds of trust, security deeds, contracts and other documents under the seal of VAMA;

e. To have general superintendence and direction of all the other officers of the Association and of the agents and employees thereof and to see that their respective duties are properly performed;

f. To operate and conduct the business and affairs of VAMA according to the orders and resolutions of the Board of Directors, and according to his or her own discretion, whenever and wherever it is not expressly limited by such orders and resolutions;

g. To submit at each meeting of the Directors a report of the operations of VAMA and from time to time report to the Directors on all matters within his or her knowledge that should be brought to their attention in the best interest of VAMA.

2. The Vice President shall perform all duties of the President or Secretary in case of the President’s or Secretary's absence or inability to serve, and shall perform all other duties usual to such office or as directed by the President. The Vice President shall also be the President-elect in the second year of the President’s 2-year term.

3. The Secretary of VAMA shall be the custodian and recorder of; and shall maintain all records of VAMA’s formal actions and transactions. The Secretary shall have the following specific power and duties:

a. To attend all meetings of the Board of Directors and the Executive Committee, and to record all proceedings of such meetings;

b. To give or cause to be given notice of all meetings of the Board of Directors;

c. To keep the corporate seal of VAMA and affix it to all papers and documents requiring said seal, and to attest by his or her signature all corporate documents requiring same; provided, however, the Board of Directors may give general authority to any other officer to affix the seal of VAMA and to attest the affixing thereof by his or her signature;

d. To keep at the principal office the original or a copy of the by-laws VAMA, as amended or otherwise altered to date;

e. To attend to such correspondence and to make reports as may be assigned to him or her, and

f. To have such other powers, duties and authorities as may be set forth elsewhere in these by-laws and as may be prescribed by the President or the Board of Directors from time to time.

4. The Treasurer of VAMA shall be its chief fiscal officer and the custodian of its funds, securities and properties. The Treasurer shall have the following specific powers and duties:

a. To cause to be kept full and accurate accounts of receipts and disbursements in books belonging to VAMA and to cause to be deposited all monies and other valuable effects in the name and to the credit VAMA in such depositories as may be designated by the Board of Directors;

b. To cause to be disbursed funds of VAMA for proper expenses as may be ordered by the Board of Directors;

c. To render to the President and the Board of Directors, at its regular meetings, or when they so require, an account of VAMA’s transactions and financial statements, in form satisfactory to the Board of Directors;

d. To prepare and deliver to the Board of Directors a budget for the upcomming fiscal year no later than October 1^st of each year;

e. To cause to be maintained accurate lists and descriptions of all capital assets of the Association, including land, buildings and equipment;

f. To oversee the proper drafting of all checks, drafts, notes and orders for the payment of money as required in the business of VAMA and to see that all instruments are properly executed; and

g. To have such other powers and authority as may be set forth elsewhere in the by-laws and as may be prescribed by the President or the Board of Directors from time to time.

Section 3. VAMA shall have an Executive Committee. The Executive Committee shall be composed of the Officers of the Association and the immediate Past President. The Executive Committee is authorized to act on behalf of VAMA between regular Board of Directors meetings. Three members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting. The Executive Committee shall not authorize any non-budgeted expenditure in excess of $500 (or $1,000 in a calendar year). Actions taken by the Executive Committee shall be reported to the Board of Directors at its next meeting.

Section 4. The President shall have the power to appoint such other committees or task forces as he or she may deem necessary.

ARTICLE VII (LOANS)

No loans shall be contracted on behalf of VAMA and no indebtedness shall be issued or incurred in its name unless expressly and specifically authorized by a resolution of the Board of Directors. In no event may the Association make loans to any of its directors, officers or employees, nor to any person or organization not proper for non-profit purposes.

ARTICLE VIII (INDEMNIFICATION)

Every officer, director and employee of VAMA shall be indemnified by VAMA against all expenses and liabilities, including counsel fees reasonably incurred or imposed upon them in connection with any proceeding to which they may be a party, or in which they may become involved by reason of being or having been in such position, or any settlement thereof, whether the person is in such position at the time such expenses are incurred. Such indemnification shall apply except such cases wherein the officer, director or employee is finally adjudged liable, by due legal process, of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such position may be entitled.

ARTICLE IX (FINANCE)

Section 1. There may be an annual audit of the finances of VAMA by an independent Certified Public Accountant as directed by a two-thirds (2/3) vote of the Board of Directors.

Section 2. The Board of Directors shall adopt a budget by December 30th for the next fiscal year, and VAMA shall function within the totals of such budget. Any expenditure in excess of such a budget must be authorized by the Board of Directors.

ARTICLE X (INTELLECTUAL PROPERTY)

Any trademark, service mark, logo type or other mark published or otherwise used by the Association, whether registered or unregistered, is the exclusive property of the Association and may not be used for any purpose other than to demonstrate membership within VAMA. VAMA reserves the right to pursue legal action against any individual or entity using VAMA's trademark, service mark or logo in a means inconsistent with the aforementioned usage purpose.

ARTICLE IX (AMENDMENTS)

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 to each voting Affiliate Member not less than ten (10) calendar days prior to the meeting at which action is to be taken thereon.

ARTICLE XII (GENERAL PROVISIONS)

Section 1. VAMA shall secure a fidelity bond or appropriate insurance coverage to cover the actions of its officers, directors and employees in an amount approved by the Board of Directors.

Section 2. VAMA is a non-profit organization. No part of its earnings shall inure to the benefit of or be distributed to its directors, officers or any other person or any other organization not a proper subject for non-profit purposes.

Section 3. In the event of dissolution of VAMA, all funds exceeding liabilities will be transferred to the Local Affiliates in proportion to their dues.

Adopted January 27,1987

Amended November 9,1988

Amended June14, 1990

Amended September 13,1992

Amended November 10,1992

Amended September 23,1993

Amended May 3, 2001