By-laws
Article I – Name & Location
1.1 NAME - The name of this Association shall be the Apartment Association of Tarrant County, Incorporated, with principal offices located in or about Tarrant County, Texas.
1.2 JURISDICTION - The jurisdictional limits of the Association shall include the nine contiguous Texas counties of Erath, Hood, Jack, Johnson, Palo Pinto, Parker, Somervell, Tarrant and Wise.
Article II – Mission Statement
2.1 MISSION - The Apartment Association is designed to inspire those we represent with a commitment to award-winning education curricula, exemplary public advocacy initiatives, effective communication mediums and a diverse network of forums for business exchange; each designed to define the marketplace.
Article III – Code of Ethics
3.1 HONESTY AND INTEGRITY – Members of the Apartment Association shall provide truthful, factually correct, current and accurate information to residents as well as all parties engaged in the rental housing industry at all times.
3.2 COMPLIANCE WITH LAWS, REGULATIONS AND RULES – Members of the Apartment Association shall comply fully with all applicable laws, regulations and rules established by local, state and federal governing bodies for the purpose of managing the public interests of the rental housing industry.
3.3 CONFLICTS OF INTEREST – Members of the Apartment Association shall not undertake representations that may create conflicts of interest without the informed consent of and complete disclosure to all related parties. Members shall avoid advocating a position on an issue if the member is also representing another client on the same issue.
3.4 PROFESSIONALISM – Members of the Apartment Association shall consistently educate themselves, through appropriate methods such as continuing study and seminars, with a functional understanding of the rental housing business in order to provide residents, as well as all related parties, with fair, competent and professional services.
Article IV – Membership
4.1 REQUIREMENTS - Membership in the Association shall be open to any person, firm, or corporation that shall: 1) agree to abide by the provisions of the Association’s By-laws; 2) fulfill the requirements of at least one classification for membership as determined by the Association’s Board of Directors; and, 3) receive approval by a majority vote at any regular or special meeting of the Association’s Board of Directors.
4.2 REPRESENTATION - Each member shall have 1-vote and all members shall have the same rights and privileges. Individual memberships in the Association are not transferable. However, a designated individual who is part of the member organization, whether the member is an organization or an individual, may cast the vote of a member at any meeting. This designated individual shall also cast the member’s single vote in the election of Association officers and directors during annual elections where nominations are made from the floor, and when non-unanimous Board-recommended amendments to the By-laws are considered. Although a single membership may be issued jointly to a husband and wife, only one vote may be cast for the membership.
4.3 EXPULSIONS - A member or their designated individual may be suspended or expelled for cause by a two-thirds vote of the Board of Directors. Grounds for expulsion shall include: 1) failure to comply with any section of the Association’s By-laws, 2) ownership or management of a rental housing property that is condemned by any governmental entity due to the property’s substandard condition, 3) failure to comply with applicable health, safety, or building code requirements where applicable, or 4) failure to operate rental housing properties without obtaining or maintaining appropriate permits or licenses required by local state or federal law.
4.4 AFFILIATIONS - Members of the Association will automatically become affiliated members of the Texas Apartment Association and the National Apartment Association. In addition, the Association shall function cooperatively with all ancillary local, regional and national organizations in an effort to advance the general welfare of the rental housing industry.
4.5 CLASSIFICATIONS – Association membership classifications shall strive to reflect a current, equitable and responsible approach to member demographics and shall be classified as Independent Rental Owners, Corporate, Property and Products and Services.
4.6 APPLICATION - Each applicant for membership shall be recommended by a member in good standing, or by the Executive Director of the Association. Applications for membership must be accompanied by payment for the current annual dues. If a member qualifies for two or more classifications, the annual dues shall be based on the highest classification. The Board of Directors shall determine any questions regarding classification.
4.7 PROVISIONAL MEMBERS – Applications for membership shall be granted the temporary status of Provisional Member if and when the applicant has been submitted along with payment in full for the first year’s membership investment, as well as all applicable new member processing fees and or outstanding accounts payable. A provisional member status may also be obtained when and if an applicant is temporarily unable to meet requirements for membership as outlined in the Association’s By-laws and or Policies and Procedures. A provisional membership status can be designated by the board of directors for up to 1-year and must be reviewed by directors at or before provisional status expires. Provisional members must submit a written and or an oral response to the board for any reasons cited for provisional status. At that time, directors shall consider changing membership from a provisional status to that of an active member, or directors may choose to remove the provisional member for the association’s membership database.
Article V – Membership Dues
5.1 ANNUAL DUES - Membership dues and other charges and/or assessments shall be at such rates as are established by the Board of Directors. Membership dues shall be due and payable in advance of the Association’s calendar year. Any members whose dues become delinquent are subject to the Association’s collection process as determined by Directors, and may include suspension of all services and privileges associated with membership in the Association.
Article VI – Membership Meetings & Voting
6.1 GENERAL MEETINGS - Regular membership meetings shall be scheduled and conducted at such a time and place as may be determined by the Board of Directors.
6.2 NEW BUSINESS - All new business scheduled to come before any regular or special general membership meeting must first be submitted in writing to the Executive Committee and then in turn to the Board of Directors for approval prior to presentation to the general membership meeting at which said business is to be discussed.
6.3 ANNUAL MEETINGS - The annual membership meeting shall be held in September, at which time newly elected officers and directors of the Association and its councils shall be installed.
6.4 SPECIAL MEETINGS - Special membership meetings may be called by a majority vote of the Board of Directors, or may be called by the President upon written petition of ten percent of the Association’s membership. Any call for such a meeting shall be made in writing and state the purpose, time, and place of the meeting. Such notices shall be issued at least ten days in advance of the scheduled meeting.
6.5 VOTING - Each member or their designated representative in good standing and present at membership meetings shall be entitled to one vote.
6.6 QUORUMS - The members present at any regularly scheduled meeting of the general membership shall constitute a quorum. It shall require a majority vote of the members present at any annual, regular or special meeting to adopt any proposed measure or elect officers and directors.
6.7 PROXY VOTING - No proxy voting shall be permitted.
6.8 ABSENTEE VOTING - No absentee voting shall be valid.
Article VII – Governing Bodies
7.1 BOARD OF DIRECTORS - The Board of Directors shall consist of not less than eight Independent Rental Owner, Corporate, and Property members; eight Products and Services members; seven members of the Association’s Executive Committee; and, the Products and Services Council chairperson. Directors shall be representatives of members in good standing of the Association. In the event a director becomes disassociated with his or her representative member during that director’s term of office, he or she shall continue their term until the next election of directors. Each year, eight new directors shall be elected to serve two-year terms of office beginning immediately after the annual installation of officers and directors.
7.2 EX-OFFICIO DIRECTORS - The President, with concurrence of the Board, may also appoint members with special expertise to the Board as Ex-Officio members for a term not to exceed the tenure of the appointing President.
7.3 DIRECTOR AFFILIATIONS - Members of the Association elected as officers or directors of the TAA or NAA, but not serving as directors of this Association, shall be invited to attend and participate in meetings of the Association Board, but shall not be eligible to vote.
7.4 DIRECTOR AUTHORITY - The Board of Directors shall be the governing body of the Association and shall have general supervision of its activities and business affairs provided such general powers are exercised to further the declared mission of the Association. The Board shall have the power to collect dues, establish and maintain the operating policies of the Association, and provide oversight for the Association’s annual business plan.
7.5 EXECUTIVE COMMITTEE - The Executive Committee of the Board of Directors shall consist of a President, President-elect, Treasurer, Vice-president, Immediate Past-president and Past-president. Each officer shall be elected or appointed to a one-year term of office beginning immediately after the annual installation of officers and directors.
7.6 VICE-PRESIDENT – The Association’s Vice-president shall be appointed annually by the President with confirmation of the Executive Committee from a list of all Products and Services Council Past-chairs remaining in active good standing. The Vice-president shall serve as a voting member of the Executive Committee for a non-concurrent one-year term of office.
7.7 EXECUTIVE COMMITTEE AUTHORITY - The Executive Committee shall be responsible to the Board of Directors and conduct the ordinary business of the Association. Its responsibilities will include the implementation, direction and supervision of plans, including the long-range plan, as well as the policies of the Association as approved by the Board of Directors.
7.8 BOARD MEETINGS - The Board of Directors shall have regularly scheduled meetings open to all members at a time and place as may be designated in the notice of such meetings.
7.9 SPECIAL BOARD MEETINGS- Special meetings of the Board of Directors may be called by the President or upon written request of five or more Directors.
7.10 BOARD NOTICES - Written notice, giving the time and place of all stated meetings of the Board, including regular and special meetings, shall be given by the Secretary of the Association or by the Executive Director. Such notice shall be distributed to each Director at the last address shown on the Association’s records five days prior to said meeting.
7.11 BOARD QUORUMS - The presence of fifty percent of the voting members of the Board shall constitute a quorum.
7.12 EXECUTIVE COMMITTEE MEETINGS - The Executive Committee shall have regularly scheduled meetings held prior to each Board of Directors meetings at a time and place designated in the notice of said meeting.
7.13 SPECIAL EXECUTIVE COMMITTEE MEETINGS - Special meetings of the Executive Committee shall be called by the President or upon written request of three or more members of the Executive Committee.
7.14 EXECUTIVE COMMITTEE QUORUMS - The presence of four members of the Executive Committee shall constitute a quorum.
7.15 VACANCIES - Vacancies on the Association Board of Directors, Executive Committee, and/or its TAA Directors and NAA Assembly Delegates shall be filled by a majority vote of the remaining Directors of the Association. Newly elected members filling such vacancies shall serve until the time at which new representatives are elected. Directors who become Past-presidents, and thus eligible to serve as Directors in the latter capacity, will be considered to have resigned from office as an elected Director.
7.16 DIRECTOR ABSENCE - Members of the Board of Directors, excluding Past-presidents, who are absent from three consecutive regular meetings of the Board shall be considered as resigned. Such action shall be so reflected in the minutes said meeting.
7.17 OFFICER ABSENCE - In the case of a temporary absence, the resignation, or the disability of the President, the President-elect shall act as President. In the case of a temporary absence, the resignation, or the disability of the President and President-elect, the Treasurer shall act as President.
Article VIII – Election of Governing Bodies
8.1 OFFICER & DIRECTOR NOMINATING COMMITTEE - No later than the May Board of Directors meeting, the outgoing President shall appoint a chairperson and two members, who may or may not be presiding Directors, to serve as members of the Officer & Director Nominating Committee. In addition, the Board of Directors shall elect three of its own members to serve on the Nominating Committee. The Association’s President and Immediate Past-president shall also serve.
8.2 VOTING - The Nominating Committee chair, Association President and Immediate Past-president shall serve as ex-officio, non-voting members except in the event of a tie vote by the voting members of the committee. At that time, the Nominating Committee chair shall cast the tie-breaking vote.
8.3 VACANCIES - In the event a member of the Nominating Committee is unable to serve or resigns, the President shall appoint his or her replacement.
8.4 RECOMMENDATIONS - All suggestions and recommendations from the membership for nominees shall be made in writing to the Nominating Committee chair.
8.5 RESPONSIBILITIES - It shall be the Nominating Committee’s first duty to confirm the President-elect’s intention to serve the office of President. If said nominee accepts he or she shall become a voting member of the Nominating Committee and participate in the selection for each remaining office. If the President-elect declines, it is the Nominating Committee’s duty to also select a nominee for the office of President. The Nominating Committee shall report nominations to Association members in a regular Association publication or by special distribution on or before August 10. If no additional qualified nominations are submitted by August 20, each nomination shall be deemed elected as presented.
8.6 ADDITIONAL NOMINATIONS - Additional nominees may by submitted by petition to the Nominating Committee chair in writing with the signed consent of the nominee and with a petition signed by 10% or more members in good standing of the Association. Additional nominees must be submitted by August 20 and will be added to a ballot and distributed to members no later than September 1. The requirement of one vote per member must be strictly applied. Voting must be by written ballot and must be received in the Association offices no later than September 15.
8.7 CANVASSING COMMITTEE - If additional nominations are submitted and confirmed valid, the President shall appoint a Canvassing Committee to make a tabulation of the ballots and report the result of the votes cast. Nominees receiving a majority of the vote’s cast shall be declared elected. The Canvassing Committee shall so certify in writing to the Secretary of the Association, giving the number of ballots cast for each nominee.
8.8 RESPONSIBILITIES OF THE PRESIDENT - The President will serve as the Chief Elected Officer of the Association and will preside at all meetings of the: 1) Executive Committee; 2) Board of Directors; and 3) general membership. The President’s duties shall include supervision of other executive officers and coordination of the activities of the Association. The President or President’s representative shall serve as an ex-officio member of all Association committees and councils.
8.9 RESPONSIBILITIES OF THE PRESIDENT-ELECT - The President-elect will serve as the primary assistant to the President. The President-elect’s duties will include supervision of the Association’s staff and their internal operations. He or she shall maintain the Association’s Policy Manual as well as a Personnel Policy and Procedures Handbook for use by the Association’s officers, directors and staff. The President-elect, under the direction of the Executive Committee, shall be responsible for office administrative and personnel matters. In addition, he or she shall serve as an ex-officio member and supervise standing committees, councils and affiliated organizations as assigned by the President.
8.10 RESPONSIBILITIES OF THE TREASURER - The Treasurer of the Association will be responsible for the overall finances, day-to-day expenditures and monthly financial reports of the Association according to the annual budget. He or she shall supervise management of the approved budget and all financial records and reports for the current calendar year, as well as preparation of a preliminary budget for the subsequent calendar year during his or her term of office. The Treasurer shall also serve as an ex-officio member and supervise the activities of standing committees, councils and affiliated organizations as assigned by the President.
8.11 RESPONSIBILITIES OF THE VICE-PRESIDENT - The Vice-president will serve as an ex-officio member and supervise the activities of the Association’s Products and Services Council Advisory Board, as well as standing committees, councils and affiliated organizations as assigned by the President.
8.12 RESPONSIBILITIES OF THE SECRETARY - The Secretary will be responsible for the accuracy and completeness of the By-laws, Minutes, Corporate Charter and other documents of the Association. It shall be his or her duty to serve as an ex-officio member and supervise the activities of standing committees, councils and affiliated organizations as assigned by the President. In addition, the Secretary shall confirm proper meeting notifications, meeting quorums, and Canvassing Committee reports.
8.13 RESPONSIBILITIES OF THE IMMEDIATE PAST-PRESIDENT - The Immediate Pas-president will be responsible for activities of standing committees, councils and affiliated organizations as assigned by the President.
8.14 RESPONSIBILITIES OF TAA DIRECTORS - Association members elected to serve as TAA Directors and Alternate Directors will represent the Association in the governing of the state association at all scheduled and special meetings held in accordance with its By-laws.
8.15 RESPONSIBILITIES OF NAA ASSEMBLY DELEGATES - Association members elected to serve as NAA Assembly Delegates and Alternate Delegates will represent the Association in the governing of the national association at all scheduled and special meetings held in accordance with its By-laws.
8.16 ELECTION OF TAA DIRECTORS - No Later than the May Board meeting, the President shall report a list of nominees confirmed by the Association’s Executive Committee for consideration to serve each position available and within guidelines established for the TAA Board of Directors. Newly elected TAA Directors and Director Alternates will serve a term of one year or until a time at which newly selected representatives are elected.
8.17 ELECTION OF NAA DELEGATES - No Later than the November board meeting, the President shall report a list of nominees confirmed by the Association’s Executive Committee for consideration to serve each position available and within guidelines established for the NAA Assembly of Delegates. Newly elected NAA Delegates and Delegate Alternates will serve a term of one year or until a time at which newly selected representatives are elected.
Article IX – Executive Director
9.1 RESPONSIBILITIES OF THE EXECUTIVE DIRECTOR - The Board of Directors may employ an Executive Director who will serve as the Chief Administrative Officer of the Association and may be empowered to employ an adequate staff to carry on the business of the Association as instructed by the Board of Directors through the Executive Committee. The Executive Director shall keep accurate records and accounts of all Association functions and shall be directly responsible to the Executive committee in discharge of all duties including coordination of the annual business plan, organizational structure and procedures, income and expenditures, maintenance of membership, employment, training and supervision of staff, interpretation of policy, and long-range planning. The Executive Director or his/her designated representative shall serve as an ex-officio member of all Association committees, councils, task forces, and affiliated organizations.
Article X – Standing Committees & Councils
10.1 STANDING COMMITTEE LEADERSHIP - Each standing committee shall be chaired by a member of the Association and shall be appointed by the President.
10.2 COUNCIL LEADERSHIP - Each Council shall be chaired by a qualified member of the council and elected annually by members of said council at a regularly scheduled meeting.
10.3 RESPONSIBILITIES OF STANDING COMMITTEE & COUNCIL CHAIRS - The Chairperson of each standing committee and council shall make reports at Board of Director meetings as necessary and shall make a written annual report which shall be submitted to Directors prior to the annual meeting in September. Committee and council chairs are responsible annually for the formation and successful execution of committee goals, objectives, programs and budgets.
10.4 PURPOSE OF THE GOVERNMENT AFFAIRS COMMITTEE - The Government Affairs Committee shall coordinate with state and national associations activities of legislative interest, and encourage improvement of local laws and codes, maintaining contact with local elected officials, and providing the President of the Association with a 12-month forecast of support requirements. The committee will solicit voluntary political contributions from members and distribute the same to selected political campaigns or causes in accordance with state and federal law through a political action fund.
10.5 PURPOSE OF THE PRODUCT & SERVICES COUNCIL - The PSC shall function as a committee of the Association, governed by the By-laws of the Association. All members of the Association under the membership classification of PSC have participatory privileges in the Council due to membership. The purpose of the PSC is to determine supportive methods to further the mission of the Association as stated in these By-laws.
10.6 PURPOSE OF THE INDEPENDENT RENTAL OWNER COMMITTEE - The IROC shall function as a committee of the Association, governed by the By-laws of the Association. All members of the Association under the membership classification of IROC shall have participatory privileges in the committee. The purpose of the IROC is to determine supportive methods to further the mission of the Association as stated in these By-laws.
10.7 PURPOSE OF THE MEMBERSHIP COMMITTEE - The Membership Committee shall solicit new members on an organized basis for the Association, provide an indoctrination program to encourage participation, maintain a members retention program, develop and maintain value-added benefit opportunities to encourage and strengthen a member’s investment in the Association, and maintain a roster of members which the President may certify to the state and national associations.
10.8 PURPOSE OF THE BY-LAWS COMMITTEE - The By-laws Committee shall insure the Association’s By-laws are maintained in a complete, current and organized manner and in compliance with TAA By-laws. The committee shall inform the Board of Directors at all times of relevant issues related to its by-laws.
10.9 PURPOSE OF THE EDUCATION COMMITTEE - The Education Committee shall conduct seminars and workshops beneficial to the Association’s membership and to the public. The Committee will monitor requirements of all NAA Professional Designation programs, and will insure local educational efforts are consistent with these programs.
10.10 PURPOSE OF THE PROPERTY MANAGER COMMITTEE - The PMC shall function as a committee of the Association, governed by the By-laws of the Association. All members of the Association under the membership classification of PMC shall have participatory privileges in the committee. The purpose of the PMC is to determine supportive methods to further the mission of the Association as stated in these By-laws.
10.11 PURPOSE OF THE COMMUNICATIONS COMMITTEE – The Communications Committee shall supervise and provide marketing assistance for Association publications. In addition, the committee shall provide oversight for the electronic delivery of association information, programs and other related member initiatives.
Article XI – Amendments
11.1 AMENDMENTS - These By-laws may be altered or amended upon the recommendation of the Board of Directors at any regular meeting. A two-thirds vote of the membership present at any general membership meeting is required after 10 days prior notice in writing to the general membership.
Article XII – Rules of Procedure
12.1 PROCEDURE - Robert’s Rules Revised shall govern the procedures of all meetings of the Association, the Board of Directors, the Executive Committee, and all other standing committees, councils, and special task groups where not in conflict with these By-laws.
Article XIII – Limitation of Liability
13.1 LIABILITY - This Association shall not be liable for any acts, expenditures or commitments of individuals unless such acts, expenditures or commitments shall have been approved by the Board of Directors and duly recorded in the records of the Association.
13.2 INDEMNIFICATION - Every officer, director and employee of the Association shall be indemnified by the Association against all expenses and liabilities including counsel fees reasonability 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 in such cases wherein the Officer, Director, or employee commits: 1) a breach of duty or loyalty to the Association or its members; 2) an act of omission not in good faith or that involves intentional misconduct or a knowing violation of the law; 3) a transaction from which is received an improper benefit, whether or not the benefit resulted from an action taken within the scope of their office or position; 4) an act or omission for which liability is expressly provided for by statute; or 5) an act related to an unlawful payment of a dividend, or is finally adjudged liable by due legal process, by 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 XIV – Dissolution
14.1 DISSOLUTION - The Association shall use its funds only to accomplish the objectives and purposes specified tin these By-laws, and no part of said funds shall inure, or be distributed to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
Article XV – Glossary of Terms
15.1 RENTAL HOUSING UNIT – A building or buildings that are a permanent improvement to a tract of land owned and or operated for the purpose of providing residential rental dwelling accommodations.
15.2 MULTIFAMILY PROPERTY – A collection of four or more residential dwelling units located immediately adjacent to one another and considered being permanent improvements to a tract of land owned and/or operated for residential rental purposes.
15.3 INDEPENDENT RENTAL OWNER MEMBER – A person or entity engaged principally in the ownership and/or operation of any number of rental housing properties with no single property containing more than fifty rental-housing units. Each rental-housing unit must be located within the jurisdiction of the Apartment Association of Tarrant County. The Association’s Board of Directors must approve application for membership.
15.4 CORPORATE MEMBER – An entity engaged principally in the ownership and/or operation of any number of rental housing properties with a minimum of one affiliated Property Member containing more than fifty rental housing units. Corporate members are required when one or more affiliated multifamily property memberships are also members of the Association. The Association’s Board of Directors must approve application for membership.
15.5 PROPERTY MEMBER – A multifamily property containing fifty or more rental housing units. Each rental-housing unit must be located within the jurisdiction of the Apartment Association of Tarrant County. Corporate memberships are required when one or more affiliated multifamily property memberships are also members of the Association. The Association’s Board of Directors must approve application for membership.
15.6 PRODUCTS AND SERVICES MEMBERSHIP – A person or entity engaged in the delivery of products and/or services relating to the ownership and/or operation of multifamily rental housing units. The Association’s Board of Directors must approve each application for membership.
These By-laws approved with revisions by the Board of Directors of the Apartment Association of Tarrant County, Incorporated at its monthly meeting on March 17, 2005 and approved by the Association’s membership at its May, 19, 2005 business meeting.