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:
C. Affiliate Group
D. 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. Associate/Vendor 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 Associate/Vendor membership privileges.
C. 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.
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
- 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.
- 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 (8) Primary members and five (5) Associate/Vendor members elected by the membership of the Association. Additionally, there will be one (1) Affiliate member representative, one (1) Public Housing Authority member representative and one (1) Service Technician representative. 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.
- 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.
- 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. d. The Treasurer shall be responsible for overseeing the accounting of all money collected and disbursed by the Associaton and shall keep the financial reports of the Association, making full monthly reports to the Board of Directors and annual financial report to the Association.
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.
- 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 by the Affiliate member whom he or she represents, their seat on the GDAA Board shall be vacated, and the President of the Board shall appoint a new Board member.
- The regular meeting of the Board of Directors shall be scheduled not less than twelve (12) times annually. 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.
- Online voting: GDAA Resolutions can be initiated and resolve 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 to the particular 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
- 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 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 a non-voting 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 Executive 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. 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 December board meeting.
- 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
1. 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
- These code of regulations must be reviewed at least every three (3) years. These 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 Director's discretion.