APARTMENT ASSOCIATION OF NEBRASKA, INC.
(A Nebraska Nonprofit Corporation)
Originally Approved April 10, 2002
(Revised 9/21/2015, 1/15/18)
1.1 The name of this Corporation shall be Apartment Association of Nebraska, Inc., (hereinafter referred to as “Association”) whose territory shall include the state of Nebraska and the city of Council Bluffs, Iowa.
CHARACTER, MISSION AND OBJECTIVES
2.1 The Association, a Nebraska Corporation, is not organized for pecuniary profit and shall not have authority to issue capital stock.
2.2 The Association shall be a membership corporation and its revenue shall be derived from membership fees and/or such other sources as may be prescribed from time to time by the Board of Directors.
2.3 The Mission of the Apartment Association of Nebraska is to support, inform, and connect the multi-family community through education, legislation, and professional networking.
a) Represent its members in the local, state and national political and economic arenas.
b) Promote the enactment and enforcement of local, state and federal laws and regulations beneficial to the multifamily housing industry and free enterprise.
c) Develop, organize, and conduct educational programs, seminars, and such other educational forums for the benefit of the members of the Association and the industry.
d) Advocate high professional standards and sound business methods among its members for the best interest of the industry and the public.
e) Encourage within the multi-housing industry a high appreciation of organizational citizenship and the objectives and responsibilities of its members in providing adequate housing.
f) Research, develop, publish, and disseminate information and data on the multifamily industry to Association members and the general public.
g) Participate for the purpose of mutual benefit in an interchange of information and experience with all members of the Association.
h) Function cooperatively with local, states and national associations within the multi-housing industry.
i) Engage in all lawful activities incidental to the foregoing purposes and to do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of the Association that are not prohibited by law and are consistent with the Articles of Incorporation.
2.4 The AAN in any and all of its facilities, seminars, classes, lectures, activities and events adopts a non-discrimination policy. AAN admits members of any race, color, religion, sex, handicap, familial status, sexual orientation or national origin to all of the rights, privileges, programs and activities generally accorded or made available to all of its members. It does not discriminate on the basis of race, color, religion, sex, handicap, familial status, sexual orientation or national origin in administration of its policies. In the employment of all employees or personnel, AAN will not discriminate on the basis of race, color, religion, sex, handicap, familial status, sexual orientation or national origin.
3.1 Membership will be divided into the following categories:
a) Regular Members - Shall be any individual, partnership, firm, limited liability company or corporation whose primary business includes the building, owning, rebuilding, converting, selling, managing or leasing of multi-family housing property.
b) Supplier Members - Shall be any individual, partnership, firm corporation or limited liability company that provides products and/or services to the multi-family housing industry and whose company cannot be defined as a Regular Member.
3.2 Each Member shall appoint and certify to the Association a person to be its representative in the Association and who shall represent, vote, and act for the Member in all affairs of the Association.
ELECTION OF MEMBERS:
3.3 Any individual, partnership, limited liability company, firm or corporation eligible to membership under these By-Laws may be elected to membership via an electronic application approved by the Board of Directors. For such election, a majority of votes of the Board of Directors is required.
DURATION OF MEMBERSHIP:
3.4 Membership in the Association may terminate by voluntary withdrawal as herein provided, or otherwise in pursuance of these By-Laws. All rights, privileges, and interest of a Member in or to the Association shall cease on the termination of membership. Any Member may, by giving written notice of such intention, withdraw from membership. Such notice shall be presented to the Board of Directors at the next succeeding meeting of the Board of Directors. Withdrawals shall be effective upon fulfillment of all obligations to date of withdrawal.
SUSPENSION OR EXPULSION:
3.5 Any Member may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be violation of the By-Laws, Code of Ethics, or any lawful rule duly adopted by the Association, or any other conduct prejudicial to the interest of the Association. Suspension or expulsion shall be by two-thirds vote of the entire membership of the Board of Directors; provided a statement of the charges shall have been mailed by certified or registered mail to the last recorded address of the Member at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which time the charges shall be considered, and the Member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon.
MEETINGS OF MEMBERSHIP:
3.6 Meetings of the Membership shall be held as follows:
a) Annual - There shall be an annual meeting of the Association Membership during the month of October, unless otherwise ordered by the Board of Directors, for election of members of the Board of Directors, and the transaction of other business. Notice of such meeting signed by the Secretary & Treasurer, Executive Director (or other Officer designated by the Board of Directors), shall be sent to the last recorded address or e-mail address of each member at least ten (10) days before the time appointed for the meeting.
b) Regular - Regular meetings of the Association Membership may be held on such dates as the Board of Directors may from time to time determine. Notice of time and place shall be sent to each Member at its last recorded address or e-mail address at least ten (10) days in advance of each meeting.
c) Special - Special meetings of the Association Membership may be called by the Board of Directors at any time; or shall be called by the President upon receipt of a written request or by e-mail by twelve (12) Regular Members within thirty (30) days after the filing of such request with the Secretary & Treasurer or President. The business to be transacted at any special meeting shall be stated in the meeting notice thereof and no other business may be considered at that time.
4.1 The Board of Directors shall determine the annual local dues for each Member of the Association. All Members will also be required to pay and be subject to the dues schedule of the National Apartment Association.
4.2 The Board of Directors may make special assessments of members from time to time.
LATE DUES PAYMENT:
4.3 Members who fail to pay their dues within thirty (30) days from the time the same became due, shall be notified by the Association, and if payment is not made in within fifteen (15) days of the date of such notice, shall without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges provided. The Board of Directors may by rule prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of the delinquent member and for good cause shown.
4.4 No dues shall be refunded to any Member whose membership terminated for any reason.
BOARD OF DIRECTORS
5.1 The Board of Directors shall have supervision, control and direction of the affairs of the Association and shall determine its policy or changes therein within the limits of the Articles of Incorporation and the By-Laws, shall actively prosecute its purpose and shall have discretion in the disbursement of its funds. It may adopt such rules and regulation for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
5.2 The Board of Directors shall consist of a minimum of five (5) and a maximum of twelve (12) members elected from the regular supplier membership or appointed by the current president to fill vacant director’s positions. The Board may consist of no more than three (3) representatives from the supplier membership to serve on the Board of Directors. No more than two (2) individuals from a regular member company and (1) from a supplier member company shall serve on the Board of Directors during the same term. No individual, while serving in a compensated administrative role for the Association shall serve on the Board of Directors.
5.3 All Members of the Board of Directors shall be either a Member of the Association or an employee of a Member of the Association. Any person elected to the Board of Directors while employed by Member of the Association is deemed to be the designated representative of that Member. If during that person’s term of office they are no longer employed by that Member, such person shall automatically be removed from the Board of Directors. The vacant position created by such removal shall be filled by the Board as provided in these By-laws.
LENGTH OF TERM:
5.4 Each Director shall be elected to a two (2) year term at the annual meeting. Director terms will begin on the first day of the first January following the October Annual Meeting. They may, however, attend the Board of Directors meeting during the balance of the year in which they are elected, but without the right to vote
ELECTION OF BOARD:
5.5 Each year an election of Board Members shall occur at the Annual Meeting of the Membership of the Association or at such other meeting of the Membership which shall be duly called for such purpose. One (1) duly appointed representative of each regular and associate member deemed by the Board of Directors to be members of the Association in good standing shall have the right to vote for the Directors to be elected. Each regular member deemed to be in good standing by the Board of Directors shall have the right to cast one vote and each regular member that owns or manages a member property has the right to cast one additional vote per member property deemed to be in good standing by the Board of Directors. Each supplier member deemed to be in good standing by the Board of Directors shall have the right to cast one vote for the Directors to be elected. A single slate of Candidates determined by the Nomination Committee shall be presented to the membership for election. Election may be by voice vote or by secret ballot and votes must be cast in person or electronically as allowed by the Board of Directors. Additional nominations may be made from the floor at the meeting or electronically with the written consent of the nominee. In the event of nominations from the floor, the election shall be conducted by secret ballot and the candidates receiving the highest number of votes for the positions open will be declared elected. In the case of a tie vote, another ballot shall be taken at the same election meeting, such ballot containing only the candidates involved in the tie vote. If the number of Directors is increased, the newly created directorships resulting from the increase in the authorized number of Directors may be filled by a majority of the Directors then in office and the Directors so chosen shall hold office until their successors shall be duly elected and shall qualify.
5.6 Each Director not serving as an Officer of the Board shall be a member of the Board, with the right to vote. The President, Vice-President, Secretary & Treasurer and Immediate Past President, if available, shall be members ex officio of the Board, with the right to vote. The Attorney to the Board shall be a member ex officio of the Board, without the right to vote.
MEETINGS OF THE BOARD:
5.7 Meetings of the Board shall be held as follows:
a) Regular Meetings - The Board may conduct a regular meeting at the time and place of the annual meeting. Additional Regular meetings of the Board may be held on a regular calendar basis or as determined from time to time by the Board. No notice shall be required for such regular meetings held on the regularly occurring calendar date of such meeting other than the notice given at the previous regular meeting on such regular calendar date or in the resolution approving the calendar date of such meeting. Any change in such regular meeting date shall be communicated to all Board Members at least seven (7) days in advance.
b) Special Meetings - A Special Meeting of the Board shall occur upon call of the President at such times and places as s/he may designate, and also may be called to meet upon demand of a majority of the Board Members. Notice of Special Meetings of the Board of Directors shall be sent to each member of the Board at her/his last recorded address, phone number or e-mail address at least seven (7) days in advance.
POWERS OF THE BOARD OF DIRECTORS
5.8 The board of directors shall have authority:
a) To select, employ and prescribe the specifications, compensation and terms of employment of the Executive Director and other employees and/or contractors
b) To discharge the Executive Director with or without cause upon a 2/3 vote of the entire Board of Directors
c) To discharge other employees and/or contractors when their retention is not in the best interest of the Association
d) To levy, modify and collect annual dues, establish different dues for different classes of membership, set dates for payment of annual dues and suspend or terminate members for non-payment of dues or other charges
e) To manage the affairs and activities of the Association and to establish written policies, rules and procedures not inconsistent with law, the Articles of Incorporation or these Bylaws
f) To adopt a corporate seal and/or logo and to change same from time to time
g) To direct the investment of assets of the Association
h) To approve or disapprove all appointments by the President to chairs of all standing and other committees of the Association
i) To establish committees in addition to the standing committees and to specify the responsibilities of any such committees
j) To approve and ratify contracts entered into by the association by the president and/or executive director and to acquire or dispose of the property of the organization
DUTIES OF THE BOARD OF DIRECTORS
5.9 Each member of the board of directors shall have the have the following duties.
a) Duty of Care: All board members must care for the rights and needs of the members and ensure that the mission of the AAN is followed as well as to exercise fiduciary responsibility. Board members will be responsible for reading the strategic plan, previous and current board minutes, fiscal reports and any other pertinent documents describing the Association and the decisions it has made. This standard requires that each board member:
1) Be reasonably informed of the Associations activities, programs and finances
2) Participate in decisions through active participation in board meetings and voting
3) Do so in good faith and with care of “an ordinarily prudent person in similar circumstances” meaning that a board member must review the documents noted in a timely and careful manner and must act to ensure that appropriate professional expertise is solicited and monitored.
4) Board members must read and understand these Bylaws and review them from time to time as to maintain familiarity with their contents
5) Board members must read, understand and abide by the AAN Code of Ethics
b) Duty of Loyalty: A board member shall put the interest of the Association ahead of the members own interest. Once a vote has been taken, an individual board member should support the decision of the board regardless of his/her own vote. Board members shall maintain confidentiality in the Association’s decision-making activities when they are not a matter of public record.
c) Duty of Obedience: All board members must follow the Association’s Bylaws, procedures, policies and other rules as well as the laws of the land.
5.10 A majority of the whole Board shall constitute a quorum at any meeting of the Board. Any less number may adjourn from time to time until a quorum is present. Members who attend electronically (in accordance with paragraph 5.12 will be considered present for purposes of establishing a quorum.
INFORMAL ACTION BY DIRECTORS:
5.11 Any action required by law, or otherwise authorized to be taken at a meeting of the Board, maybe taken without a meeting and may be submitted to the Board, for approval, via electronic transmission, such ask, by way of example, email. Under no circumstances, however, may any election or resolution be deemed to be approved by the Board via electronic transmission unless such election or resolution is approved by more than fifty percent (50%) of the Members of the Board.
5.12 Any member of the Board of Directors unable to attend a meeting shall communicate with the Association Executive Director or other Board Member and state the reason for her/his absence. If a Director is absent from more than two (2) meetings during any calendar year, her/his resignation shall be deemed to have been tendered and accepted. A member of the Board of Directors may attend up to 2 meetings per calendar year via video conference. Telephonic participation will be allowed only in the case of failure of video conferencing capabilities. Members participating in such a manner shall be deemed to have attended the meeting and any votes cast will be considered as if they were physically present. Absences that are the result of AAN or NAA sponsored travel will not be considered for purposes of this policy.
RESIGNATION OR REMOVAL:
5.13 Any Director may resign at any time by giving a written notice to the President, the Secretary & Treasurer or the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time is specified at the time of acceptance thereof as determined by the President or the Board of Directors. Any Director may be removed by a majority vote of the Directors at any regular or special meeting at which a quorum is present.
5.14 In order to fill the unexpired term of any vacant Board position, the President shall appoint one (1) additional qualified person for each vacancy, whose appointment must be approved by the Board of Directors to become effective.
5.15 Directors as such shall not receive any compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedure for approval of payment of such expenses by designated officers of the Association. Nothing herein shall preclude a Director from serving the Association in any other capacity and receiving reasonable compensation for such services.
6.1 The executive officers of the Association shall be the President, Vice President, Secretary, Treasurer, Supplier President and Immediate Past President (if available). All regular members who are members of the Board of Directors, are eligible to election as executive officers. The executive officers shall be nominated and elected annually by the Board of Directors. The election shall take place at the next regular meeting of the Board of Directors following the Annual Meeting of the Membership or another time as designated by the Board of Directors. Election shall be by poll and a majority of the votes of the Board to cast shall elect.
6.2 Each elected officer shall take office immediately following the election of officers and shall serve for a term of one (1) year and until her/his successor is duly elected and qualified.
6.3 Vacancies of any office may be filed for the balance of the term thereof by the Directors at any regular or any special meeting.
6.4 The President shall be the principal elected officer of the Association, shall preside at meetings of the Association and of the Board of Directors, shall be member ex officio with the right to vote, of all committees except the Nominating Committee, shall, at the Annual Meeting and at such other times as she/he deems proper, communicate to the Association or to the Board of Directors such matters and make such suggestions as may in her/his opinion tend to promote the welfare and increase the usefulness of the Association and shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors. The President is not charged with executive or administrative responsibility in the management and continuing conduct of the Associations affairs, but will assist in any way needed to her/his ability to the Executive Director.
6.5 The Vice President shall oversee the business of all Association committees, except the Nomination Committee, shall submit to the Board of Directors for approval the names of individuals to serve as committee chairs. The VP Shall review the notes from the committee meetings, given to her/him by the Association Director and present any issues/suggestions to the Board. She/he shall preside at meetings of the Association in the absence of the President and shall perform other duties as the President or the Board of Directors may direct.
SECRETARY AND TREASURER:
6.6 The position(s) of Secretary and Treasurer may be held by the same person or separate persons as the Board shall determine from time to time. This/these officer(s) shall keep all official documents and records of the Association, shall record or gather records of all official proceedings of the Association, shall keep an accounting of all money collected and disbursed by the Association, shall chair the Budget and Finance Committee, shall keep the financial records of the Association, shall render an annual statement to the Board of Directors, shall preside at the meetings of the Association in the absence of the President, Vice-President, and shall perform other duties as the President or the Board of Directors may direct.
IMMEDIATE PAST PRESIDENT:
6.7 The Immediate Past President, at the discretion of the current President, shall serve as the Sergeant-At -Arms, shall chair the Nominating Committee, shall preside at the meetings of the Association in the absence of the President, Vice-President, Secretary & Treasurer and shall perform other duties as the President or the Board of Directors may direct.
6.8 The Supplier President shall be a member of the Executive Committee and an executive officer of the AAN. The Supplier President shall advocate for the benefit of the supplier members of the Association while keeping the best interests of the AAN in mind. The Supplier President shall act as a liaison between the Executive Committee, Board of Directors and the supplier members. The Supplier President may not ascend to another Executive Committee position. A supplier member of the board of directors must fill this role.
6.9 The Association may employ an Executive Director as an ex-officio paid staff member or a paid subcontractor for the Association. Said Executive Director shall report directly to the Board of Directors. The Executive Director shall oversee the daily operation of the Association and implement guidelines and procedures as prescribed in these By-laws and by the Board of Directors.
COMMITTEES AND COUNCILS
7.1 The Executive Committee of the Association shall consist of the President, Vice President, Supplier President, Treasurer, Secretary, Immediate Past President and Executive Director.
7.2 The Nominating Committee shall consist of the Executive Committee Members and any additional persons who may be appointed by the Board of Directors. This Committee shall prepare a slate of candidates for election to the Board of Directors by the Members of the Association as well as a slate of candidates for Officers for election by the Board of Directors of the Association.
7.3 The Association shall have the following Standing Committees whose members shall be appointed by the President, subject to the approval of the Board of Directors. The Vice-President shall annually submit to the Board of Directors for approval the names of individuals to serve as Chairs of appointed committees.
a) Education, whose mission shall be to strengthen our industry and association through education.
b) Legislative, whose mission shall be to support our industry by monitoring, supporting and/or opposing legislation impacting the multifamily community.
c) Membership, whose mission shall be the development and implementation of membership expansion and retention programs.
d) Budget and Finance, whose mission shall be support the association by providing financial reports and annual budget for board approval
e) Ethics, Bylaws & Policies, whose mission shall be to monitor the bylaws and policies to ensure they adequately serve the association’s needs and to review and investigate alleged violations of the AAN code of ethics.
7.4 Other Committees may be designated by a resolution adopted by the Board of Director. Any member of a Committee may be removed either by the President or by a majority of the Board of Directors whenever, in either of their sole and reasonably judgements, the best interests of the Association may be served by such removal.
7.5 The Bylaws of the AAN shall not be in conflict with the charter or Bylaws of the National Apartment Association. These Bylaws, policies and procedures of the AAN shall be reviewed annually, no later than December of each year.
8.1 The fiscal year shall commence on the first day of January and shall end on the thirty-first day of December.
9.1 These By-Laws may be amended, repealed or altered in whole or part, by a two-thirds majority vote of the Board of Directors.
RULES OF PROCEDURE
RULES OF PROCEDURE:
10.1 Webster’s New World, Roberts’ Rule of Order, Simplified and Applied, Second Edition, Copyright 2001, Published by Wiley Publishing, Inc. shall govern all meetings of the Association and shall be subject to interpretation by the President.
11.1 Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, or agent of this Association shall be liable for the acts or failure to act on the part of any other member, officer, or agent of the Association. Nor shall any member, officer or agent be liable for her/his acts or failure to act under these By-Laws excepting only acts of omissions to act arising out of her/his willful misfeasance or malfeasance.
LIABILITY OF INDEMNIFICATION OF
OFFICERS AND DIRECTORS
LIABILTY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS:
12.1 The Association shall indemnify every Officer and Director of the Association against any and all expenses, including counsel fees actually and reasonably incurred by or imposed upon an Officer or Director in connection with any action, suit or other proceeding, including the settlement of any such suit or proceeding, if approved by the Board of Directors of the Association who which he/she may be made a party by reason of being or having been an Officer or Director whether such person is an Officer or Director at the time such expenses are incurred. The Officers and Directors of the Association shall not be liable to the Members of the Association for any mistake of judgment, negligence, or otherwise, except (1) to the extent that it is proved that such Director or Officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (3) to the extent that a judgement or other final adjudication adverse to such Director or Officer is entered in a proceeding based on a finding in the proceeding that such Director’s or Officer’s action, or failure to act, was (a) the result of active and deliberate dishonesty, or (b) intentionally wrongful, willful or malicious and, in such case, was material to the cause of action adjudicated in the proceeding. The Officers and Directors of the Association shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association, and the Association shall indemnify and forever hold such Officers and Directors of the Association free and harmless against any and all liability to others on account of such contracts and commitments. Any right to indemnification provided for herein shall be in addition to any other rights to which any Officer or Director or former Director or Officer may have by law.
ARTICLE XIV - DISSOLUTION
Section 1. The Association shall use its funds only to accomplish the objectives and purposes specified in the Articles of Incorporation, and no part of said funds shall inure or be distributed to its members of the Association.
ARTICLE XV - NATIONAL EMERGENCY
Section 1. In furtherance of its responsibility for the supervision, control and direction of the affairs of the Association, the Board of Directors may provide special rules, regulations and procedures as it shall deem necessary to the continued effective maintenance and conduct at the Association during a period of National Emergency. Such rules may specify provisions of these By-Laws to be suspending during such period. Suspension of such provision shall be effective when and for such period of time as compliance therewith is impossible because of national emergency, whereupon the applicable newly provided rules, regulations or procedures shall be accorded the full force and effect of By-Laws provision.