Bylaws and code of regulations
Revised October 2021
GDAA CODE OF ETHICS
We, the members of this Association, proudly assume the responsibility of providing adequate and desirable accommodations and facilities for the enjoyment of apartment dwellers, being ever mindful of our obligations to Federal, State, and local laws and regulations, governing the free enterprise system, of which we are proud to be a part.
Having united ourselves for the purpose of improving the services and conditions of the apartment industry, we individually and severally adopt this Code of Ethics as our guide in dealing with all mankind, and especially those patronizing this industry. We individually and severally agree to do nothing to the detriment of the Greater Dayton Apartment Association.
- Promote, employ, and maintain a high standard of integrity in the establishment of rental rates and performances of all other rental obligations and services in the operation of our apartment communities in order that the public is better serviced.
- Maintain and operate our apartment communities in accordance with fair and honorable standards of competition, ever mindful of the purposes of the GDAA, and in compliance with the By-Laws thereof.
- Strive to continually promote the education and fraternity of the GDAA along with the progress and dignity of the apartment industry.
- Seek to provide better values, so that an even greater share of the public may enjoy the many benefits of apartment living.
- Establish high ethical standards of conduct among apartment rental agencies, suppliers, and others doing business with the apartment industry.
- Endeavor to expose all schemes designed to mislead or defraud the apartment residing public and to aid the exposure of those responsible for such practices.
- Refrain from attempting to obtain apartment residents, through advertising or other means deceptive, misleading, or fraudulent statements, misrepresentations, or the use of implications, unwarranted by the fact or reasonable probability.
- Keep informed of all laws and regulations regarding equal opportunity in the leasing and renting of apartments and assist in keeping other members informed of all existing conditions and situations in the community with respect to equal opportunity in the leasing and renting of apartments. Refrain from discouraging persons seeking assistance in leasing or renting apartments based on sex, race, color, religion, familial status, handicap, or national origin and serve all people equally in the renting or leasing of apartments.
- Abide by the Greater Dayton Apartment Association’s Code of Ethics, Code of Regulations, and By-Laws.
The Greater Dayton Apartment Association, hereafter referred to as the Association, or GDAA shall operate on a calendar year from January 1 to December 31 each year.
A. Applications for membership in the Association shall be processed in the following manner. Each candidate shall submit their application in writing on a form to be supplied by the Association. Such form shall contain an agreement that such a candidate agrees to abide by the code of regulations, the by-laws, and the code of ethics of the Association.
B. The application shall indicate a member sponsor or be sponsored by the Association or Board of Directors and shall be accompanied by a tender of payment of the candidate’s first year’s dues and initiation fee, if applicable. All payments so tendered shall be returned in full if membership is not approved.
C. The Membership Committee shall review all applications for membership and shall make recommendations to the Board of Directors in whom shall be vested the exclusive right to confirm a candidate for membership. A candidate shall be confirmed to tentative membership by a majority vote of those present at the meeting of the Board of Directors
D. Final approval of the membership is subject to no objections being received by the Association office within ten (10) days after notification has been made. Objections regarding an applicant will be referred to the Membership Committee for review. The Board of Directors will then act upon the recommendation of the Membership Committee. Applicants denied membership shall receive written notice to that effect.
E. Affiliate membership candidates must utilize an Application for Supplier Partner/Affiliate Membership. This application must be accompanied by a fee. The fee will be determined by the Board of Directors. All correspondence, mailings, flyers, brochures, and meeting notifications will be sent to one location, which will be designated on the Application for Affiliate Membership.
F. Once approved, Supplier Partner Membership is non-transferrable to another company unless the original company no longer exists. In this case, the dues payer of the original company can submit a Supplier Partner Member application from the new company for approval without additional fees and will be valid until the existing membership expires.
G. If a Primary Member transfers part of all its multi-family real estate portfolio to another entity, the multi-family real estate transferred will still enjoy all benefits of membership in GDAA until the end of the then-current fiscal GDAA year.
A. Membership dues shall be paid annually, in advance, on the first day of January or as may be established by the Board of Directors. The amount of dues shall be established by The Board of Directors. Initiation fees shall be set and determined by the Board of Directors.
B. Membership shall terminate automatically upon the dissolution or the failure to pay dues as required by the Board. However, whenever a membership is terminated for failure to pay dues, the member shall be entitled to reinstatement upon the payment of dues then owing.
C. Resignation: The Board of Directors may accept the resignation of any Association member at any time.
D. Censure or Suspension: A request to the Board of Directors for censure may originate from any member of the Association in good standing. The Board of Directors may initiate action for suspension, expulsion, or censure of any member as defined in the Policies and Procedures of the GDAA.
A. Any member who has an outstanding balance with GDAA for a period of thirty (30) days past the final payment date issued by the GDAA:
a. Will have a past due notice for payment sent out, both by e-mail and paper invoice.
b. Will be subject to a late fee.
B. Any member who has an outstanding balance with GDAA for a period of sixty (60) days past- the final payment date issued by GDAA:
a. Will have a second past due notice for payment sent out, both by email and paper invoice.
b. The members' membership will be suspended until all outstanding charges are paid in full.
C. Any member who has an outstanding balance with GDAA for a period of ninety (90) days past the final payment issued by GDAA.
a. The Treasurer shall mail a third and final delinquency notice to such member allowing an additional ten (10) days to remit payment. This delinquency notice must indicate that membership may automatically terminate if payment is not received by the end of the ten (10) day period unless a valid excuse has been presented to and accepted by the Board of Directors.
b. The final decision to terminate a member must be approved by the Board of Directors
A. Any member may be expelled for causes detrimental to GDAA by a majority vote of the Board. Causes detrimental to GDAA are found to exist when a member has substantially departed from the Code of Ethics as adopted and/or modified by a majority vote of the Board. When facts or circumstances that are believed to justify a member’s, expulsion are presented to the Board, the Board shall direct the President to convene an Ethics Committee comprised of at least four members. The member proposed for expulsion shall be given fourteen (14) days’ notice (by certified mail, and email) to the primary member on record, to allow them to appear before the Ethics Committee for the opportunity to rebut the allegations and present evidence supporting their continued membership. During this fourteen (14) day period all membership privileges will be suspended pending resolution. After gathering the information and hearing the member’s rebuttal (if any), the Ethics Committee shall make a recommendation to the Board for or against the expulsion of the member. The final decision for or against the expulsion of the member shall be by a majority vote of the Board within fourteen (14) business days of the hearing. If the member is expelled, the remainder of their dues is forfeited.
6. Membership Meetings
A. Annual Meetings: An annual meeting of the membership of the Association shall be held in October of each year, at the regular monthly meeting time, for the purpose of receiving the annual report of the President, Treasurer, Committee Chairs, and the election of the directors. Ten (10) days' notice of the annual meeting shall be given.
B. Regular Meetings: Meetings and events will be held by time, date, and place designated by the Board of Directors.
C. Special: Special meetings of the members of the Association may be called at any time by the President of the Board of Directors, or by a written request signed by at least twenty-five percent (25%) of the Association’s Primary membership.
D. Notice of Meeting: A written notice of each annual or special meeting of the membership, stating the time and place, and in the case of a special meeting, the object thereof, shall be given to each member appearing on the books of the Association, via electronic or standard mailing the same to their address as shown upon the books of the Association at least ten (10) days before any such meeting.
E. Waiver of Notice: Any member, either before or after any meeting, may waive any notice required to be given by law or under these regulations; and whenever sixty percent (60%) of all the members entitled to vote who shall meet in person consent to holding a meeting, it shall be valid for all persons without call or notice, and at such meeting any action may be taken.
F. Organization: All meetings of the members shall be presided over by the President, or in the absence of the President, the Vice President. If both the President and Vice President are absent, any other officer may preside over the meeting.
G. Quorum: At any meeting of the Association, a quorum is defined as ten percent (10%) of the members in good standing as appear upon the records of the Association.
A. Only members in good standing as appear upon the records of the Association shall be entitled to vote. Members in good standing shall be defined as those members who hold no delinquent payables to the Association sixty-one (61) days or older.
B. Each member shall be entitled to one vote per $250.00, or portion thereof, of annual membership dues paid, which shall be cast by the duly designated representative.
C. Elections of the Directors will be held at the annual meeting of the GDAA. Those members present shall elect the number of Directors necessary to fill the open Board seats. The candidate receiving the highest number of votes will be declared elected. In case of a tie vote, another ballot shall be taken at the same election meeting, such a ballot containing only the candidates involved in the tie votes. Board of Director seats held by the Affiliate Group, Public Housing Authority, Service Technician, and Legal Counsel in good standing are exempt from this process.
D. At any meeting of the membership, all questions must be voted on in-person and passed by a majority vote.
8. Board of Directors
A. Nomination and Election of Directors: Only members in good standing may be candidates for nomination for directorship. Applications from nominees must be submitted for review no later than August 31st to a five (5) member nominating committee. Such committee may consist of Board and non-Board members appointed by the President by June 30th of each calendar year. The candidate must also be interviewed by the nominating committee by September 15th. Interviews for incumbents may be waived. The list of the candidates must be submitted to the general membership at least twenty (20) days prior to the annual meeting. The nomination committee functions shall also be to conduct the election, count the votes and report the results.
B. Vacancies During Term: Vacancies on the Board of Directors shall be filled by appointment by the Directors; a member so appointed shall serve for the remainder of the unexpired term.
C. Removal From Office: A Director will automatically vacate the office for failure to attend two (2) regular Board meetings, three (3) general meetings in a twelve-month period. A petition to remain in office shall require a majority vote of the Board to return the Director to office. All Board members must sit on a committee and report to the Board of Directors as necessary. If in the judgment of (3/4) three-fourths of Directors present and voting, due cause is found for the removal of a Board member, such member shall be advised in writing by the Secretary, the basis for such decision. Within fourteen (14) days of receipt of notice from the Secretary, the Board member must give written notice to the Secretary within fourteen (14) days of the intention to appeal to the Executive Committee and shall retain full rights as a Board member until the appeal is acted upon and removal is sustained by a three-fourths (3/4) majority vote cast. The subject Board member shall not be present when the vote is taken.
D. A maximum number of two elected persons may serve on the Board of Directors from one paying member.
9. Funds and Budget
A. Any expenditures more than $1,000 which is a non-budgeted expense item must be approved by the Board of Directors prior to the actual expenditure.
A. The by-laws must be reviewed at least every three (3) years by the Compliance Committee. Said Committee will be convened to review the By-laws. The by-laws may be amended by a majority vote of the Board of Directors.
11. Rules of Procedure
A. Robert’s Rules of Order will govern the procedures of all meetings of the Association.
GDAA CODE OF REGULATIONS
ARTICLE I: Name and Location
The name of this Association shall be the GREATER DAYTON APARTMENT ASSOCIATION, hereinafter referred to as Association, or GDAA, with its principal offices located in Dayton, Ohio, a not-for-profit Ohio corporation with perpetual existence.
ARTICLE II: Purpose
The purposes of this Association are:
- To promote, advise and protect the general interest in the construction, ownership, and management of multi-family housing by uniting those engaged in the business.
- To uphold the dignity of the property management profession and to acquire and disseminate useful business information among its members.
- To promulgate and encourage a code of ethics for the purpose of maintaining high professional standards and sound business practices among the members.
- To organize, produce, conduct, manage and operate educational schools, facilities, seminars, classes, lectures, and such other forums, in or about the Dayton, Ohio area, from time to time, for the benefit of the Association and the multi-family housing industry.
- To review, monitor, and propose legislation that affects our industry on the Local, State, and National levels
ARTICLE III: Membership
There shall be four classes of members:
- Supplier Partner
- Affiliate Group
- Public Housing Authorities
A. Primary membership shall be held by individuals, companies, firms, partnerships, or corporations whose business is the construction, re-construction, ownership, or management of multi-family dwelling units. Upon application and renewal of dues, the Primary Member will pay for all units owned and/or managed by the said member within the geographic jurisdiction held by the Association through their National Apartment Association charter. Primary Members joining or renewing dues while under construction shall pay dues on the total number of units approved by their county building department (certificate of occupancy) upon application or renewal of membership to the Association.
B. Supplier Partner membership shall be held by any person, firm, partnership, or corporation who does not qualify as a Primary Member but desires to further the purpose of the Association by providing a product or service to the Primary membership. For a person, firms, partnerships corporations operating as separate business entities, each business shall be treated as individual Associate/Vendor Members for the purpose of membership dues, voting rights, and all other Supplier Partner membership privileges.
C. Affiliate Group memberships shall be available to any recognized organization, association, or group that has an interest in housing or community association that represents owners of condominiums. Membership is granted in the name of the organization, association, or group, not the management company if there is one. Educational programs will be made available to Affiliate members for which officers and/or board members of the Affiliate member group will pay member fees, all others within the Affiliate member group will pay non-member fees.
D. Public Housing Authority membership shall be available to any Public Housing Authority of a local County that operates pursuant to the Ohio Revised Code. Upon application and renewal, Public Housing Authority members must pay dues as established by the Board of Directors.
ARTICLE IV: Board of Directors
1. The Board of Directors shall be governed by the Code of Regulations and Bylaws of the Association. The Board of Directors may adopt such bylaws for the conduct of its meetings and for the management of the affairs of the Association as it may deem proper and not inconsistent with these regulations or the laws of the State of Ohio. The Board of Directors is responsible for the direction of the association. It shall be the duty of the Board of Directors to govern, develop policies and positions, oversee the fiduciary position, vision, and set a course for the association.
2. The Board of Directors shall consist of seventeen (17) members. Eight (8) Primary members and five (5) Supplier Partner members elected by the membership of the Association. Additionally, there will be one (1) Affiliate member representative, one (1) Public Housing Authority member representative, one (1) Service Technician representative, and (1) Legal Counsel in good standing.
a. A Service Technician is defined as a person who is employed by a Primary Member and who primarily provides property maintenance and is charged with performing routine, preventative, and emergency maintenance at an apartment community. The Service Technician representative will be designated by the Maintenance Education Council.
b. Legal counsel must be in good standing and a member of the Association. This person will be appointed by the President and approved by the board. If an individual serving on the Board of Directors under this capacity is no longer employed by a member of the Association, their seat on the GDAA Board shall be vacated. The President shall appoint a new Board member, with board approval.
3. Each member of the Board of Directors shall serve a three (3) year term. Each member of the Board of Directors must sit on a committee and report to the Board of Directors as necessary after each Committee meeting. Each member of the Board of Directors, as so constituted, shall have (1) one vote upon all matters brought before the Board. The immediate Past President of the Association shall be a non-voting member if his/her term on the Board has expired.
4. The officers and their duties shall be as follows:
a. The President shall be the Chief Executive Officer of the Association and shall preside over General meetings and those of the Board of Directors. The President shall be the official spokesperson of the Association in matters of public policy. He/she shall appoint all committees, and their respective chairpersons and shall designate the duties of all committees, subject to the approval of the board of Directors. He/she shall be an ex-officio member of all committees and shall perform all duties necessary to carry out his/her office. In the event the President is unable or unavailable to perform his or her duties, the order of succession shall be as follows: The Vice President, then the Secretary, and then the Treasurer in that order of priority shall in the absence of the President, exercise the president's powers and duties. The President must be a Primary Member of the Association.
b. The Vice President, in the absence of the President, shall perform such duties as may be assigned to them by the President or by the Board of Directors. If the President resigns or is unable to serve as President, the Vice President shall assume that office to complete the unexpired term. The Vice President must be a Primary Member of the Association.
c. The Secretary shall be responsible for keeping a record of all proceedings, attest documents, and perform such other duties as are usual for such office. The Secretary can be either a Primary Member or a Supplier Partner of the Association.
d. The Treasurer shall be responsible for overseeing the accounting of all money collected and disbursed by the Association and shall keep the financial reports of the Association, making full monthly reports to the Board of Directors and annual financial reports to the Association. The Treasurer can be either a Primary Member or a Supplier Partner of the Association.
5. All officers shall be elected annually by the GDAA Board of Directors. No person may serve as an officer for more than three (3) consecutive years in any given position. However, individuals can serve more than one (1) three (3) year period in different positions, and individuals can serve in the same position again. If any officer resigns or can no longer serve as an officer of the Association, the GDAA Board of Directors will elect a new officer to fill the vacated seat.
6. Affiliate Member representatives shall be either an executive-level employee of the Affiliate member or an officer or board member of said Affiliate member. If an individual serving on the Board of Directors is no longer employed, an officer or board member of the Affiliate member whom he or she represents, their seat on the GDAA Board shall be vacated, and the President of the GDAA Board shall appoint a new Board member.
7. The regular meeting of the Board of Directors shall meet a minimum of 7 times annually for regularly scheduled meetings. These regular meetings shall be in-person unless approved by the president. April, June, July, October, and December non-meeting months. Other meetings may be held at the call of the President. Fifty percent (50%) plus one (1) of the Board of Director voting members shall constitute a quorum for the transaction of business. Meetings shall be conducted in person. At the President’s discretion, meetings may be conducted electronically. Directors may seek approval from the President to attend regular meetings electronically but cannot exceed more than 2 electronic meetings per year for each director. Such exceptions do not include electronic meetings of the entire Board of Directors called by the President.
8. Online voting: GDAA Resolutions can be initiated and resolved via email. If a resolution is to be voted on via e-mail, then the Secretary will draft the proposed resolution and email it to all directors at the respective email addresses currently on file with the GDAA with a read receipt requested. The action shall allow a director to check that he or she is in favor of, opposed, or wishes to abstain from the resolution. Each director shall return the consent to the Secretary by email within 24 hours unless another deadline is provided in the email. A consent that is received after the stated deadline will be considered an abstention. Upon the Secretary's receipt and verification of all emailed consents, the Secretary will confirm whether the resolution has passed or failed by email to all Board members. The Secretary will file all individual email consents with the minutes of the Association. The Board will ratify any action taken by unanimous consent at the next Board meeting. The minutes of this meeting will record the ratification.
ARTICLE V: Executive Director
1. The Board of Directors may employ an Executive Director who shall serve as the chief administrative officer of the Association and shall be empowered to employ adequate staff to carry on the business of the Association. Staff, under the direction of the Executive Director, is responsible for the administration of the association. They partner with the Board of Directors to advance the goals and strategies of the association while taking care of the daily administrative needs. He/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 his/her duties. He/she shall be a non-voting member of the Board of Directors and Committees. He/she shall be designated as the "agent of record" for the Association.
2. Compensation for the Executive Director shall be as directed by the majority vote of the Board of Directors on the recommendation of the Executive Committee. The Executive Director shall have the discretion to provide compensation for his/her staff so long as the compensation is within the approved budget by the Board of Directors.
3. The Executive Director may terminate his/her employment with a thirty (30) day notice to the Board of Directors and his/her employment may be terminated by a two-thirds (2/3) vote of the Board of Directors with a thirty (30) day notice. Other staff members may be terminated by the Executive Director with due notice.
ARTICLE VI: Committees
- The duties, functions, and terms of all Committees shall be prescribed by the President with the approval of the Board of Directors.
- Each Committee shall keep minutes of its proceedings and make periodic reports to the Board of Directors covering its activities.
- The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, and one Board of Director member at large. The at-large member of the committee is appointed by the President. The Executive Committee shall have such powers as are delegated to it by a formally approved motion of the Board of Directors or as specifically stated in the By-Laws.
ARTICLE VII: Finance
- Dues and money collected by the Association shall be placed in a depository selected by the Board of Directors and payments from the funds of the Association shall be made by voucher by the Board of Directors.
- The Board of Directors shall secure fidelity bonds on the Association Executive Director, office personnel, and such other persons and officers in such amounts as the Board shall deem necessary and appropriate.
- The Board of Directors shall adopt a budget for each fiscal year, as recommended by the Budget Committee in cooperation with the Executive Director. This Budget will be prepared for and approved by the GDAA Board by the end of December.
- The Board of Directors may retain the services of an independent accountant to audit the records and finances of the Association every three years or as considered necessary by the Board of Directors. They shall submit reports to the Treasurer of the Association, as directed.
- The Board of Directors shall retain the services of an independent accountant to audit the records and finances of the Association at the change of the Executive Director.
ARTICLE VIII: Policies and Procedures
- The Policies and Procedures of the Association may be amended by a majority vote of the Board of Directors.
ARTICLE IX: Legal Counsel
- The Board of Directors shall have the authority to employ a legal counsel, who shall be an attorney-at-law and licensed to practice in the State of Ohio, who shall advise the Executive Director, Officers, and Directors of the Association in legal matters.
ARTICLE X: Amendments
- The Code of Regulations must be reviewed at least every three (3) years. The Code of Regulations may be amended by an affirmative vote of two-thirds (2/3) of the members present at any regular, annual, or special meeting of the Association, provided that such amendment shall have been approved first by the Board of Directors and that such proposed amendment has been published in writing and received by the membership at least fifteen (15) days prior to the meeting in which action is to be taken.
ARTICLE XI: Dissolution
- Upon the dissolution or winding up of the affairs of the Association, the Board of Directors, after providing for the payment of all obligations shall distribute any remaining assets to any non-profit, tax-exempt organization at the Board of Directors' discretion.