CKAA Bylaws

ARTICLE I

The name of this organization shall be Central Kentucky Apartment Association, Inc. Hereinafter, when the word Association is used it refers to this organization unless otherwise indicated.

ARTICLE II: Objectives

The objectives of this organization shall be:

1. To function cooperatively with the National Apartment Association (NAA) and its affiliated associations;
2. To advocate a Code of Ethics to maintain high professional standards and sound business methods among its members in order to serve the best interests of the industry and the public;
3. To create, maintain and develop cooperation among owners/representatives of apartment and multi‑family residence communities in Lexington and surrounding areas;
4. To create, develop and advance the general welfare of the rental housing industry in Lexington and surrounding areas;
5. To facilitate the exchange of ideas as to concept, construction, operation, and maintenance of rental structures;
6. To collect and disseminate information, including statistical data, relating to the rental and operation of rental housing;
7. To foster sound, friendly relations between the owner/representative and the residents;
8. To promote good relations with officials at all levels of government in matters affecting the rental housing industry;
9. To monitor at both the local and state levels all legislation pertaining to the rental housing industry;
10. To initiate and encourage the exchange of information and experience between members of the Association.

ARTICLE III

This organization is a Non Profit 501 C6, Non‑Stock Corporation and shall have a perpetual existence. The Fiscal Year shall be from January 1 through December 31 of the same year.

ARTICLE IV:
Membership

Section 1

Membership in the Association shall be open to any person, firm or corporation who shall:

• a. Agree to abide by the provisions of the Charter and By‑Laws of the Association;
• b. Subscribe to the Code of Ethics of the By‑Laws, which are to be published by the Association;
• c. Fulfill the requirements of at least one (1) of the classifications listed in Section 2 (below).

The Board of Directors shall be entitled to reject the member by a two‑thirds (2/3) vote of its members present at any meeting held not later than sixty (60) days after tender of the initial membership dues.

Section 2

There shall be three (3) classes of members:

• a. Owner/Representative Membership shall be held by individuals, companies, firms, or corporations whose business is the construction, reconstruction, ownership, or management of residential rental properties;
• b. Associate Membership shall be held by a vendor of goods and/or services to the Association owners and representatives;
• c. Honorary Membership shall be held by those persons or entities whom the Board of Directors may select. Their annual dues shall be waived and they shall be subject to all By-Law provisions.
• d. Members with different business interests must join under each separate name to enjoy the benefits of membership of each member, unless joint membership rights are approved in advance by the Board of Directors. Joint memberships which pre‑exist the passage of these By‑Laws shall remain intact.

Section 3

Application for membership shall be as follows:

• a. Candidate shall submit application on approved form;
• b. Application must be accompanied by a tender of payment of the candidate’s first year dues, unless prior approval for installment payment is granted by the Board of Directors.
• c. All payments so tendered shall be returned, in full, if membership is not approved; 

All membership applications shall be presented to the Board at a Regular Board meeting by the Executive Director. Applicants for membership shall make application as prescribed by the Board of Directors and shall meet such requirements as the Board may from time to time prescribe. Member shall be admitted to membership by a two‑thirds (2/3) vote of the Board of Directors present at a regularly scheduled Board Meeting.

Section 4

Suspension, termination or reinstatement of membership, including honorary membership, in the Association shall be accomplished in the following manner:

• a. Any member whose dues for any annual period are not paid in full within ninety (90) days after becoming due and payable may be dropped from the rolls by a two‑thirds (2/3) vote of the Directors present at any regular meeting of the Board of Directors;
• b. Any member who is delinquent in any fees and/or charges other than dues for a period of sixty (60) days shall be subject to suspension or expulsion by a majority vote of the Board of Directors present at any meeting with any remaining portion of membership dues applied to the debt;
• c. Any member, including honorary members, may be censured, suspended or expelled from the Association for cause. Action may be taken only by specific recommendations from the Executive Committee or Ethics Committee and a two‑thirds (2/3) majority vote of the Board of Directors present at any regularly scheduled Board meeting. In the event of a violation of the Code of Ethics, the Ethics Committee may recommend, and the Board may approve, by a two-thirds (2/3) vote, sanctions against a member up to and including permanent expulsion, with no right to reinstatement or reapplication. In the event of such intended action, the member shall be so informed in advance in writing;
• d. The vote of two‑thirds (2/3) of the Board of Directors at any meeting shall be required to reinstate any member who has been expelled or suspended pursuant to the provisions of this section. This provision shall not apply to any member who has been permanently expelled pursuant to Subsection (c) above.

Section 5

Certificate of Membership:

Each member shall receive an appropriate membership certificate upon acceptance and dues payment. Further, each member shall be granted the right to use the Association emblem in advertising. In the event of termination of membership, the use or display of the certificate or emblem must be immediately discontinued. Membership is solely transferable to a successor in interest of the member. Upon acceptance in the Central Kentucky Apartment Association, Inc., members will automatically become eligible for membership in the National Apartment Association, pursuant to its membership standards.

Section 6

Meeting of the Membership:

• a. The President’s Annual Report is to be presented at the last membership meeting of each calendar year.
• b. Regular meetings of the membership of the Association shall be held as scheduled by the Board of Directors;
• c. Special meetings of the membership may be called by a vote of a majority of the total number of Directors, the President or upon petition of twenty‑five (25%) percent or more of the members;
• d. Notice of the date, hour and location of all regularly scheduled meetings shall be given in writing and mailed to each member at least five (5) days in advance and is effective upon mailing. Notice for special meetings may be given in writing to each member at least three (3) days in advance, and is effective upon mailing or upon actual notice by the member, whichever is earlier.

Section 7

There shall be an Annual Financial and Internal Operations Review of the books and reports of this Association.

ARTICLE V:
Board of Directors

Section 1

Number

The affairs of the Association shall be governed by a Board of Directors consisting of at least ten (10), but not more than sixteen (16), duly elected Directors, plus any Ex‑Officio Directors. The Directors duly elected, according to the procedures set forth in Article VII of these By‑Laws, shall each serve a term of three (3) years, or such other term as may be designated by the Board of Directors serving at the time of the election.

Except as otherwise provided in these By‑Laws, a Director who has served a complete term after having been elected by the Association shall not be eligible to serve another term as a Director, unless he or she also serves as an Officer of the Association, until the expiration of one (1) year following completion of said term. The member represented by each such Director must remain in good standing with the Association, and in the event the standing of the member or the Director becomes deficient for any reason, the Director shall be relieved of his or her duties as such pending resolution of the deficiency with the Association.

The Board of Directors may also elect, by a majority vote of those present at any meeting, professionals such as accountants and attorneys to serve indeterminate terms as Ex‑Officio Directors of the Association, subject to removal as such by a two‑thirds (2/3) vote of the Board. Ex‑Officio Directors shall be considered members of the Association, and the requirement that they pay annual dues shall be waived.

Section 2

The Board of Directors shall administer the affairs of the Association with authority to authorize such contracts, purchases and payments as it may deem necessary and proper. The Board of Directors shall, in its meeting prior to the last meeting of each Fiscal Year, adopt a budget for the following Fiscal Year, and the Association shall function within the limits set forth in the budget. Expenditures in excess of $1,000 not provided for in the budget shall be made only after approval by the Executive Committee. The Board of Directors may retain Counsel or represent the Association and shall have authority to employ an Executive Director to whom may be delegated such duties as the Board may direct. The Executive Director is a paid employee of the Board and not a member of the association. The Executive Director does not have a vote at meetings of the Association or meetings of the Board.

Section 3

Regular meetings of the Board of Directors shall be held monthly on dates as determined by the Board. Special meetings of the Directorate may be held upon call by the President at any time. Such special sessions also may be called by the Secretary upon request from not less than three (3) members of the Board of Directors.

Section 4

No notice shall be required for regularly scheduled meetings. Otherwise, notice shall be given each Director either by telephone call, email, fax, in person or by mail. No business other than that specified for the special meeting shall be transacted.

Section 5

Quorum

At meetings of the Board of Directors, a simple majority (½ + 1) present shall constitute a quorum. Should less than a quorum be present at any time, the meeting shall be adjourned to some future date or the next regularly scheduled meeting.

Section 6

Voting

At all meetings of the Board of Directors, each Director, including Ex‑Officio shall have but one (1) vote.

Section 7

Removal

Any Director may be removed from the Board by a two‑thirds (2/3) vote of the Board members present at any meeting in the event the removal of the Director is deemed, in the absolute discretion of the Board, to be in the best interests of the Association. In the event a member of the Board of Directors should be absent from three (3) consecutive Board meetings, or from four (4) regularly scheduled Board meetings in a calendar year, or from three (3) consecutive general membership meetings, the Director shall be deemed to have resigned from the Board of Directors unless a valid excuse is presented to and accepted by the Board.

If a Board member fails to maintain employment or an exclusive affiliation with the member he or she represents, and fails to establish new employment or an exclusive affiliation with a company that is a current member within 60 days, he or she will be deemed to have been removed from the Board. If, after removal by reason of loss of employment, the board member becomes employed by or exclusively affiliated with a member company during the Board members term, the seat on the Board may, if a board position remains open, be retained by a majority vote of the Board of Directors present at any meeting.

Section 8

Vacancy

Vacancies on the Board, occurring as a result of the resignation, removal or death of a Director, may be filled for the unexpired term by nomination from the President and a majority vote of the Board present at any Board meeting.

Section 9

Compensation

Directors as such shall not receive any stated 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 offices of the Association. Nothing here in shall preclude a Director from serving the Association in any other capacity and receiving reasonable compensation for such services.

ARTICLE VI:
Officers

Section 1

Number

There shall be four elective Officers of the Association:

• a. The President (Regular Member)
• b. The Vice‑President (Regular Member)
• c. The Secretary (Regular Member)
• d. The Treasurer (Regular or Associate Member)

Section 2

Election

All Association Officers shall be elected annually in the order set forth in Article VI, Section 1 (above) by members of the Association present and in good standing at the Annual Election Meeting. A person must currently be serving or elected to begin service as a Director to be eligible for election as an Officer of the Association. Further, such Officers, and the member whom they represent, shall be members in good standing, or they shall be subject to removal from office. No President shall serve more than two (2) successive terms.

In order to be eligible to serve as an officer, the prospective candidate must have been a member of the Board for at least one (1) year prior to the date of commencement of service.

No person may serve as President for more than two (2) consecutive terms. At the end of the second consecutive term as President, such person shall immediately and automatically become the Immediate Past President and is entitled to all rights which accompany that office.

If the current President of the Association is not reelected, either because of ineligibility or failure to gain the required number of votes, that person shall immediately become the Immediate Past President and thus entitled to all of the rights which accompany that designation.

Section 3

Duties

Duties of the Officers of the Association shall be as follows:

• a. President: The President shall be the Chief Executive and Presiding Officer. He/She shall preside at all Association and Board meetings, and shall establish committees necessary for the efficient fulfillment of the purposes of the Association and assign members of each such committee. A committee chairperson must have at least one‑year prior experience serving on a committee in order to be considered for appointment. If the chairperson is not a member of the board of directors, a board liaison will be appointed to serve on that committee. He/She shall be empowered to execute on behalf of the Association all instruments requiring formal execution. The President will automatically serve on the Board of Directors for one year immediately following his/her term as President.
• b. Vice‑President: In the absense of the President until such time as the President is available or a new President elected, the Vice-President shall assume the functions and responsibilities of the President.
• c. Secretary: It shall be the duty of the Secretary to keep Minutes of the meetings of the Board of Directors, General Meetings, when appropriate, and correspondence relating to the affairs of the Association, on file in the office of the Association. The Secretary shall also prepare and distribute all notices concerning meetings and other matters affecting membership and, in general, assumes the duties conventionally evolving upon such office. Such responsibility for distribution of notices may be delegated to the Staff hired by the Association, at the direction of the Board.
• d. Treasurer: The Treasurer shall work with the Executive Director of the Association in preparing a budget with the assistance of the President of the Association and shall oversee all funds of the Association and make every effort to see that the By‑Laws and Directives established by the Board of Directors concerning finances are met.

Section 4

Vacancies

In the event that one of the above named Officers is unable to fulfill the term of office, the Board of Directors shall elect one of its members to complete the remainder of the term of the office vacated. In such situation if there are no remaining directors eligible for the vacant officers position, whether by lack of experience on Board or otherwise, the Board shall elect a current director to complete the remainder of the term of the office vacated regardless of eligibility.

Section 5

Executive Committee

There shall be an Executive Committee consisting of the President, Vice‑President, Secretary, Treasurer, the Immediate Past President, and one Member‑At‑Large, to be appointed by the President. The Member‑At‑Large must be a past member of the board of directors.

The Association Executive shall also attend, as a non-voting member, all Executive Committee meetings, except for those in which his or her job performance is being discussed.

Three (3) voting members of the Executive Committee shall constitute a quorum. This Committee shall, in accordance with policy and pursuant to instructions of the Board of Directors, have full authority to act in the best interests of the Association in the interim between regularly scheduled meetings of the Board of Directors. Minutes for the executive committee will be kept and included with minutes for the next following Board of Directors Meeting.

ARTICLE VII: 
Nomination & Election

Section 1

Nomination

By the August meeting of the Board of Directors, the President shall appoint, and the Board shall confirm by majority present at the meeting, a Nominating Committee consisting of four (4) members in good standing, at least one (1) of whom shall be a former President of the Association, one (1) of which is a Board Member who is not running for an Officer’s position. The Nominating Committee will only consider nominations received in writing by the deadline set by the Executive Director. The Executive Director of the Association shall be available to provide information to the Nominating Committee to determine if a nominee is in good standing with the Association. This Committee shall notify the Secretary, in writing, of the names of the candidates for Directors and the Officers to be chosen from the Directors, which it proposes for election at the September Board of Directors meeting. Officer and Director Candidates shall be submitted in the order indicated in Section 2 (below). The Board of Directors shall consider at the September Board meeting the proposed slate of candidates, and shall either adopt and recommend the slate to the General Membership or, by a vote of two‑thirds (2/3) of the number of members present, reject it in its entirety, in which case no slate shall be presented to the membership.

In the event a slate is presented by the Board additional nominations for Directors may be made from the floor at the October General Membership Meeting of the Association provided a petition of at least ten percent (10%) of the membership is submitted along with the nomination. Such nominations must be provided no later than five (5) days prior to the election. In the event no slate is presented, nominations may be made from the floor without the requirement of submission of the petition.

Section 2

Election

From a slate of Director candidates presented by the Nominating Committee, if any, together with any nominations made from the floor in conformity with the procedures described in Section 1 of this Article, the General Membership present and in good standing at the October Election meeting shall proceed to elect Officers and Directors in the order set forth:

• a. President
• b. Vice‑President
• c. Secretary
• d. Treasurer

The Board shall consist of not more than sixteen (16) members, plus Ex‑Officio Directors. The Nominating Committee shall recommend the appropriate number of Directors to be elected to serve, but the Directors shall be entitled to change the number by a vote of two‑thirds (2/3) of the Directors present at the September meeting.

Section 3

Voting

All members in good standing shall have the right to vote. Associate Members shall be (1) vote per member. Owner/Representative Members shall be entitled to one (1) vote for each 200 rental dwelling units owned or managed by said member, with a maximum of five (5) votes.

Voting shall be by voice vote. Upon the immediate oral request of the President or any five members in attendance at the meeting, eligible votes will be determined and cast by secret ballot. In the event of secret ballot, the votes shall be counted by the Executive Officer, the Ex‑Officio Directors and the Chairman of the Nominating Committee.

ARTICLE VIII:
Amendments

These By-Laws and the Code of Ethics, attached hereto as Exhibit A, may be amended by a two thirds (2/3) vote of the total number of Directors then serving, standing at any meeting of the Board of Directors.

Members shall be notified of Amendments within a reasonable time of adoption.

ARTICLE IX: 
Miscellaneous

Section 1

The Central Kentucky Apartment Association, Inc., shall not be liable for any acts, expenditures or commitments of individual members, Officers or Directors.

Section 2

The Ethics Committee shall consist of 3 or 5 people appointed by the President from the Executive Committee. If the Ethics Committee cannot be formed from members of the Executive Committee by virtue of conflict of interest, the President shall appoint from the Board of Directors.

Section 3

The Executive Officer, President, Vice‑President, Secretary, Treasurer, and any other Officers and members of the staff handling the funds of this Association shall be bonded at the expense of the Association in such amount as the Board of Directors shall determine.

ARTICLE X:
Code of Ethics

Section 1

The Code of Ethics attached hereto as Exhibit A to these By‑Laws shall govern the relationships of the members of this Association amongst themselves and with regard to other matters set forth therein.

Section 2

Each member shall adopt the Code of Ethics of this Association as a condition to its membership herein.