MBAAA Bylaws

BYLAWS OF MOBILE BAY AREA APARTMENT ASSOCIATION, INC.

ARTICLE I

ORGANIZATION

Sec. 1 The name of this organization shall be the Mobile Bay Area Apartment Association, Inc., a non-profit organization.

ARTICLE II

OBJECTIVES

Sec. 1 The objective of The Mobile Bay Area Apartment Association shall be to promote and advance the general welfare and camaraderie of the multi-family industry through education and networking, and to enhance and promote charitable causes.

Sec. 2 To advocate and encourage constant improvement of techniques in ownership and management within the apartment industry.

Sec. 3 To cooperate with other trade associations in all matters relating to the advancement of the entire housing industry.

Sec. 4 To promulgate and enforce a Code of Ethics for the purpose of maintaining high professional standards and sound business practices among the members of the Mobile Bay Area Apartment Association.

Sec. 5 To issue such publications as may be necessary to inform the members, other affiliated groups, and general public of the value of the Association.

ARTICLE III

THE FISCAL YEAR

Sec. 1 The fiscal year for the Mobile Bay Area Apartment Association shall be from January 1 through December 312

ARTICLE IV

MEMBERSHIP

A. CLASSES OF MEMBERS

Sec. 1 There shall be three (3) classes of members to wit: Owner Members, Manager Members and Associate Members.

Sec. 2 The Owner Members class shall include owner representatives, and/or Management Companies. Either can appoint a representative to act on their behalf and with their authority to participate in all duties and functions of the Association.

Sec. 3 The Associate Member class shall include a vendor of goods and/or services to the Mobile Bay Area Apartment Association and its members.

Sec. 4 The Manager Member class shall include the on-site manager of a Manager Member.

B. SELECTION OF MEMBERS.

Sec. 1 Applications for membership shall be in writing on forms furnished by the Association and completed by the applicant, accompanied by required dues.

Sec. 2 Membership may or may not be approved by the Board of Directors, with a quorum of such members present, and balloting shall be via voice.

Sec. 3 Non-members may attend a maximum of two meetings as a visitor prior to joining the Association.

C. TERMINATION OF MEMBERSHIP

Sec. 1 The Board of Directors, by affirmative vote of two-thirds (2/3rds) of all of the members of the Board, may suspend or expel a member for cause after an appropriate discussion.

Sec. 2 Any member who is suspended or expelled shall not receive a refund of any dues or portion thereof paid in advance.

D. VOTING

Sec. 1 Voting shall be restricted to members as defined in ARTICLE IV SEC 1. Each member shall be limited to one (1) vote on matters of a general nature, including, but not limited to, matters pertaining to the general operations of the Association and the election of Officers and Directors.

Sec. 2 Members, or their designated representative, Owner Members, Manager Member and Associate Members, shall be entitled to vote only on issues relating to election of officers or changes to the By-Laws matters of a financial nature.

Sec. 3 A vote by a majority of the Board of Directors present at such meeting shall determine whether an issue 3

to be voted upon by the membership.

Sec. 4 Written proxy voting shall be permitted only be an absentee Owner Member voting through his or her designated representative.

E. RESIGNATION

Sec. 1 Any member may resign by filing a written resignation with the Secretary or President. No refund or proration of dues shall be given upon any member’s resignation.

F. REINSTATEMENT

Sec. 1. Upon written request signed by a former member and filed with the Secretary, the Board of Directors, by the affirmative vote of two-thirds (2/3rds) of the members of the Board, may reinstate such former member to membership upon such terms as the Board of Directors may seem appropriate.

ARTICLE V

DUES

Sec. 1 The Board of Directors shall determine the annual amount of membership dues for members.

Sec. 2 a) The annual membership dues for members shall be due and payable on the first (1st) day of January of each year

b) The billing of membership dues will be in October. Failure to pay membership dues within sixty (60) days after due date, beginning of fiscal year, and such membership is automatically canceled.

Sec. 3 Any new member who joins the Mobile Bay Area Apartment Association after January 1st and before June 30th will pay a full amount of dues for their membership. Any new member joining July 1st or after shall pay one half of the current years dues.

ARTICLE VI

OFFICERS AND BOARD OF DIRECTORS

Sec. 1 The Officers of the Mobile Bay Area Apartment Association shall be the President, First Vice President, Second Vice President, Secretary, Treasurer, Parliamentarian, Publicity, Chaplain, Hospitality and Immediate Past President. All of which, shall be automatically elected to the Board of Directors when elected to their respective offices.4

Sec. 2 The Board of Directors shall consist of all of the elected officers President, 1st. Vice. President, 2nd Vice President, Secretary, Treasurer and Parliamentarian, Chaplain, Hospitality, Publicity and the immediate Past President and five (5) members of the membership which must be two (2) from each member class (i.e. Manager member, Associate member) and one (1) Owner Member. Additionally, there is to be added at the discretion of the Board of Directors, up to two additional positions to be assigned specific duties by the Board. This position will be decided upon annually by the nominating committee and shall serve a one year term. These positions can be added based on a specific need of the Association or based on an increase in membership requiring more representation.

Sec. 3 The Officers and Directors of the Mobile Bay Area Apartment Association shall be elected for terms of one (1) year, respectively, by a majority vote of the active members present at the November meeting. Terms of Service shall be the fiscal year, as set forth in ARTICLE III, Sec. 1, and no person can serve more than two consecutive years in any one position.

ARTICLE VII

NOMINATING COMMITTEE

Sec. 1 At a Regular meeting of the Board of Directors in August, the President shall appoint a Nominating Committee of five (5) which shall consist of the President and four (4) members of the Board of Directors

Sec. 2 A report of the Nominating Committee and a slate of Officers and Directors nominated by it shall be submitted to the membership at the Regular meeting in October. Additional nominations may be made by the voting membership from the floor at the meeting held in October. Notice of nominations, including a list of floor nominees if any shall be mailed or emailed to the voting members prior to the Regular November meeting. The election if necessary will be held at the regular meeting in November.

ARTICLE VIII

ELECTION OF OFFICERS AND DIRECTORS

Sec. 1 The President shall conduct the election unless he or she is a candidate for re-election, in which event he shall appoint a disinterested member to conduct such election.

Sec. 2 Election shall be by majority vote and if no candidate for an office receives a majority vote, a run-off election shall be held between the two (2) candidates receiving the most votes.

Sec. 3 Officers and Directors so elected shall be inducted at the December General Membership meeting. They shall take office and begin their duties effective January 1st.

Sec. 4 (a) Any Officer or Director may be removed for cause by a majority vote of the Board of Directors and 5

confirmed by a two-thirds (2/3) of the Regular membership present at Regular or properly called meeting.

(b) Resignation by any Officer or Board Member shall be in writing to the President.

(c)The President shall have the sole right to appoint a replacement of a vacancy for the duration of the term with a majority vote of the Board of Directors. Should the President resign, the replacement will be voted and agreed upon by a majority of the remaining members of the Board of Directors.

(d) Should an Officer or Board Member leave their position in the industry, they will have 30 days from their departure from their position to be reemployed by a member of the MBAAA. Failure to gain new employment will require that they must resign their position on the Board and their position will be filled in accordance with the MBAAA By-Laws.

Sec. 5 Any member of Officers or Board of Directors who shall fail to attend six (6) total or three (3) consecutive Board meetings and/or General Membership meetings during their current term or who shall sever all active connection with the multi-housing industry shall be removed from their position. In the event such a change happens you will no longer be eligible for re-election.

Sec. 6 Voting shall be via voice unless more than one (1) candidate shall be nominated for an office at which time written ballots may be used.

ARTICLE IX

QUORUM

Sec. 1 A quorum at any regular or special meeting of the membership shall consist of those present provided the meeting has been properly advertised to the membership in writing at least 10 days in advance. A quorum for the board of Directors shall be a majority of the directors; provided that the affirmative votes of at least five (5) directors shall be necessary to carry any questions voted upon.

ARTICLE X

EXECUTIVE COMMITTEE

Sec. 1 The Executive Committee shall consist of the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, and Association Executive if applicable. These persons shall have the duty and responsibility of tending to the day-to-day operations of this corporation. Any business, which is out of the normal course of business or requires an expenditure of a large sum of money outside of the normal monthly expenditures of the MBAAA, shall be taken before the full Board of Directors.

ARTICLE XI

DUTIES OF OFFICERS

Sec. 1 President: The President shall be the presiding officer, shall conduct all meetings of the membership, 6

appoint committees and carry out or cause the carrying out of these By-Laws and such other duties which the membership may from time to time direct. He or she shall serve as Chairman of the Board of Directors and preside at the meeting of the Board. The President shall prepare and report to NAA the required Regional Report.

Sec. 2 1st Vice-President: The First-Vice President shall assist the President in carrying out his or her duties and shall exercise prerogatives and duties of the President. Specific duties include, but are not limited to, directing and supervising the Legislative and By-Laws Committee, Membership Committee, Education and CAM Committee. This officer should offer at least two (2) continuing education seminars for NAA designees.

Sec. 3 2nd Vice President: The 2nd Vice-President shall assist the President and 1st Vice President in carrying out their duties and shall specifically be responsible for, but not limited to, directing and supervising the Programs Committee.

Sec. 4 Secretary: The Secretary shall collect all records including those of all regular and special meeting of the membership and Directors, and shall maintain a list or roll of both meetings. With the name and address of each member and shall perform such other duties as may be required of this office, including the recording of minutes of meetings of members and Directors and the filing of same in the corporation minute book. The Secretary will also attend to such correspondence on behalf of the corporation as may be required, including overseeing the publication of the monthly newsletter.

Sec. 5 The Treasurer: The Treasurer shall receive and deposit all monies of the corporation in a bank. The Treasurer shall be responsible for the accounting and reporting of all monies received, deposited and disbursed on behalf of the MBAAA Chapter. The Treasurer will serve as Chairman of the Budget and Finance Committee. The Treasurer will also prepare reports of membership and activities to any organization with which the corporation is affiliated.

Sec. 6 Parliamentarian: The Parliamentarian shall settle any disputes among the membership by Robert Rules of Order, and in general, insure that professional atmosphere prevails.

Sec. 7 Chaplain: The Chaplain duties shall include, but not limited to, offering a blessing and pledge or arranging for the blessing to be offered at all meetings in which a meal is to be served.

Sec. 8 Hospitality Coordinator: The Hospitality Coordinator has the responsible for coordinating hospitality and decorations at all functions of the organization. This person is responsible for coordinating phone committee, overseeing, and planning two (2) fund raisers during the year.

Sec. 9 Publicity Coordinator: The Publicity Coordinator will be responsible for updating and maintaining the web and internet presence of the MBAAA and to create and solicit positive media attention for the Association. They will report to media outlets on positive actions of the Association.

Sec. 10 Additional Positions: Persons elected to special additional positions will be given if needed special tasks or jobs to perform based on the needs of the Association. If no specific job is assigned, this person will assist as needed at the direction of the President and other members of the Board of Directors.

Any Officer or Director shall perform such other duties as may be assigned to him or her from time to time by the President or Board of Directors. It will be the responsibility of each officer to make a conscientious effort to attend the regular meetings of the Board of Directors in accordance with the attendance policy above.

ARTICLE XII

Association Executive

The Board of Directors may employ an Association Executive who may empower an adequate staff to carryon the business of the Association as specified by the Board of Directors via a specific description of job duties. He or she shall keep accurate records and accounts of all Association functions and shall be directly responsible to the Board of Directors in the discharge of all duties.

ARTICLE XIII

MEETINGS

Sec.1 Regular monthly meetings of the membership of the corporation shall be held on the third Thursday of each month, unless changed by the Board of Directors.

ARTICLE IX

COMMITTEES

Sec.1 (a) The President shall appoint such a committee, including a Rules Committee, as deemed by him or her necessary to carryout the aims and purposes of this corporation.

(b) The Mobile Bay Area Apartment Association Standing Committees are: By-Laws, Budget and Finance, Education, Hospitality, Legislative, Membership, Publicity, and Programs. Additional committees may be designated and Chairmen appointed

Sec. 2 Both Regular and Associate Members may chair and serve on committees.

ARTICLE X

CONTRACTS

Any Officer or Director may enter into a contract with a service or facility provider. This may be done only after such contract has been first approved (the terms and provisions) by a majority of Officers and Board members present at a board meeting.

ARTICLE XI

RULES OF ORDER

Sec. 1 Robert Rules of Order shall govern the Mobile Bay Area Apartment Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws.8

ARTICLE XII

AMENDMENTS

Sec. 1 These By-Laws may be amended or altered and endorsements made in the following manner:

A. Proposed amendments, alterations or endorsements shall be submitted to the Board of Directors for consideration at a regular or special Board Meeting. The By-Laws Committee shall meet and make recommendations to the Board of Directors annually on revisions, additions or amendments to the MBAAA documents.

B. If approved by a majority vote of the Board, they shall be made available to the membership prior to a Regular or Special meeting of the membership or the membership shall be notified in writing.

C. They should be voted on at the regular membership meeting immediately following notification.

D. A majority of the membership in attendance shall be required for passage.

ARTICLE XIII

BANK

Sec. 1 The bank of the corporation shall be any state or national bank in the state of Alabama, as determined by the Board of Directors.

Sec. 2 The Associate Executive, Treasure and President, or other appointee of the President shall be authorized to sign checks written on the account of the corporation and the said account must require the signature of two (2) of these officers for all checks written on such account.

ARTICLE XIV

Sec. 1 The Board of Directors, Officers and Members shall subscribe to and be governed by the following code of ethics:

Code of Ethics

MOBILE BAY AREA APARTMENT ASSOCIATION CODE OF ETHICS

As members of the Mobile Bay Area Apartment Association, we the members recognize our duties and responsibilities as professionals in the apartment industry and its related fields. We hold those duties and 9

responsibilities in the highest regard. We are increasingly aware of our responsibility as both housing providers and suppliers of those that provide housing. As members of the MBAAA we recognize our duty to the public. We recognize the importance of the relationship between an MBAAA member and the residents of the communities upon which we own, work or serve. As members of this Association, we vow to:

Hold ourselves, our employees and our co-workers to the highest standard of honesty and integrity
Strive for the highest level of operation in our jobs as we work for the success of our company and our communities
Strive to abide without exception to all Local, State and Federal laws as they pertain to our industry
Maintain a high ethical standard of conduct with those in our industry and beyond; including but not limited to: other rental agencies, communities, owners, suppliers, prospects and residents
Strive to promote education of those within our industry
Promote and encourage a strong and healthy image for our industry
Promote the legislative agenda of the industry at a Local, State and Federal level
Respect the privacy and proprietary information of customers, owners, management companies, and co-workers
Strive for excellence in the industry by maintaining and enhancing our own knowledge and skills, by encouraging the professional development of colleagues and by fostering the aspirations of potential members of the industry

The principles of this code are expressed in broad statements to guide ethical decision making. This code is to be used as a guideline and cannot possibly dictate responses or actions that should be taken in all situations.

Adopted 2/09

Revised 1/11/11

Approved **********