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:
- Affiliate Group
- Public Housing Authorities
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.
Associate 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 persons, firms, partnerships corporations operating as separate business entities, each business shall be treated as individual Associate Members for the purpose of membership dues, voting rights and all other Associate membership privileges.
Affiliate Group memberships shall be available to any recognized organization, association or group who has an interest in housing or community association which 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.
Public Housing Authority membership shall be available to any firm, company or corporation that operates as a public housing authority. Upon application and renewal Public Housing Authority members must pay dues as established by the Board of Directors.
ARTICLE IV: Board of Directors
- The Board of Directors shall be governed by the Code of Regulations and By-laws of the Association. The Board of Directors may adopt such By-laws 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.
- It shall be the duty of the Board of Directors to exercise general supervision over the affairs of the Association.
- The Board of Directors shall consist of sixteen (16) members. Eight Primary members and five Associate members elected by the membership of the Association. Additionally, there will be one Affiliate member representative, one Public Housing Authority member representative and one Service Technician representative who is designated by the Maintenance Education Council. Each member of the Board of Directors, as so constituted, shall have one (1) vote upon all matters brought before the Board. The immediate Past President of this Association shall be a non-voting member if his/her term on the Board of Directors has expired.
- Each member of the Board of Directors shall serve a three-year term. To be considered as a Board of Director candidate or appointee, he or she must currently be a member of a NAA and/or its affiliates committee for a minimum of one year. (A Service Technician is defined as a person who primarily provides property maintenance and is charged with performing routine, preventative and emergency maintenance at an apartment community.) The officers and their duties shall be as follows: A President shall be the Chief Executive Officer of the Association and shall preside at its 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 the 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 other duties usual to such office. The President and Vice President must be Primary Members of the Association. The Secretary and Treasurer may be Primary or Associate members of the Association. 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 any officer resigns or can no longer serve as an officer of the Association, the Board of Directors will elect a new officer to complete the vacated seat. A Secretary shall be responsible for keeping a record of all proceedings, attest documents and perform such other duties as are usual for such office. A 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 an annual financial report to the Association.
- Only officers and/or board members of the Affiliate member groups will be allowed to serve on the Board of Directors. If at any time during the three-year term the Affiliate Member Board of Director is no longer an officer of or a member of the Affiliate Member Board, the Affiliate Member Board of Director's seat will be declared vacant and the position will be filled by the Board of Directors.
- The regular meeting of the Board of Directors shall be scheduled not less than twelve times annually. Other meetings may be held at the call of the President. Fifty percent (50%) plus one (I) of the Board of Director voting members shall constitute a quorum for the transaction of business.
ARTICLE V: Executive Director
- 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 an adequate staff to carry on the business of the Association as instructed and approved by the Board of Directors. 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 an ex-officio member of the Board of Directors and Committees. He/she shall be designated as the "agent of record" for the Association.
- Compensation for the Executive Director and his/her staff shall be as directed by the majority vote of the Board of Directors on the recommendation of the Finance Committee.
- 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 term 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.
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.
- 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: 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 IX: Amendments
- These code of regulations may be amended by an affirmation vote of two-thirds (2/3) of the members [resent 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 X: 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.