January 2022 WAA Bylaws (Updated)
The Wilmington Apartment Association, Inc.
Name, Location, Affiliation, Purpose
Section 1. Name: The Name of the Corporation is the Wilmington Apartment Association, Inc. (Association/WAA), a nonprofit corporation incorporated in North Carolina and qualified under the Internal Revenue Code Section 501 ( C ) ( 6 ).
Section 2. Location: The Principal office of the Association is in Wilmington, North Carolina, or elsewhere as determined by the Board of Directors.
Section 3. Affiliation and Geographic Boundaries: Wilmington Apartment Association is an affiliate of the Apartment Association of North Carolina (AANC), and the National Apartment Association (NAA), and will from time to time, in a manner consistent is all respects with the NAA bylaws, policies, and procedures, establish appropriate geographic territory defining the service area to be covered by WAA. The current boundaries make up the following counties in North Carolina: Carteret, Jones, Brunswick, New Hanover, Pender, and Onslow.
Section 4 Purpose: The Association shall operate in the best interest of the membership. The purpose of the association includes:
- Advocates for a reasonable, balanced solution to local, regional, and national legislative issues affecting the multifamily housing industry.
- Provides professional development and educational opportunities that address industry standards and best practices.
- Encourage development, ownership, and management of apartment communities in the Associations Jurisdiction, that residents can trust to meet their housing needs.
- Improve the overall Apartment living in the Associations Jurisdiction.
- Work to ensure that the Association’s apartment community members are recognized as quality housing choices and valuable resources throughout the Associations Jurisdiction.
- Promote the Association’s core values of honesty, integrity, professionalism, accountability, and inclusiveness.
Section 1. Classes of Members:
The Association shall have the following two (2) classes of membership:
- Direct Membership
- Associate Membership
Section 2. Qualifications for Membership:
- Direct Membership shall be open to any person, corporation, partnership, or other organization which owns, builds, develops, manages, operates, or supervises the operation of multi-family rental housing in the Wilmington Apartment Association Jurisdiction area. Membership agrees to abide by the provisions of the Articles of Incorporation and Bylaws of the Association.
- Associate Membership shall be open to any person, corporation, partnership, or other organization which services, supplies, or otherwise deals with the multi-family rental housing industry; promotes the interest of the multi-family rental housing industry in the Wilmington Apartment Associations Jurisdiction.
Section 3. Eligibility and Application for Membership:
- Applicants for membership shall submit their application as prescribed by the Board of Directors.
- Affirms and commits to abide by the Associations mission, vision and values.
- Must be current in membership dues
Section 4. Annual Dues:
- Dues are established by the Board of Directors.
- New Members and Association Members shall pay annual dues in full at the time of application for the reminder of the year. Full dues thereafter shall be payable each January 1st.
Section 5. Suspension and Revocation of Membership:
The Board of Directors, by a two-thirds (2/3) vote, may suspend or revoke the membership of any Member for any conduct that the Board deems, in its sole discretion detrimental to, or reflects in a significantly adverse way on the Association its mission or the apartment industry, and such detrimental conduct may include a failure by any Member to pay all membership dues after the same shall come due.
Section 6. Transferability of Membership:
Individual memberships in the Association are non-transferable.
Meeting of Members
Section 1. Place of Meetings:
All meetings of Members shall be held at the principal office of the Association or at a scheduled other place, as designed in the notice of the meeting.
Section 2. Regular Meetings:
Regular meetings of the Members of this Association shall be held at such times as the Board of Directors may designate. At the direction of the President, the Secretary or other person calling the meeting, must send notice of the meeting and shall be delivered no later than ten (10) days and not more than fifty (50) days before the date thereof, by electronic mail to each Member entitled to vote at such meeting. The notice of meeting need not specifically state the business to be transacted unless such statement is expressly required by the provision of these Bylaws or of the North Carolina Non-Profit Corporation Act.
Section 3. Annual Meetings:
The Annual Meeting of the Members shall be held once each calendar year at such time as the Board of Directors may designate, and the Annual Meeting shall be for the express purpose of electing the Board of Directors of the Association and for the transaction of such other business as may be properly brought before the Annual Meeting. Notice by Electronic Mail, stating the place, day, and hour of the Annual Meeting. The Notice shall be delivered at least thirty (30) days before the date thereof to each member entitled to vote at such Annual Meeting.
Section 4. Special Meetings:
Special meeting of the Members may be called at any time by the President or Secretary or a majority vote of the Board of Directors pursuant to the written request of not less than one-tenth (1/10) of all Members entitled to vote at the meeting. At the direction of the President, the Secretary or other person calling the special meeting, must send notice of the meeting and shall be delivered no later than ten (10) days and no more than fifty (50) days before the date thereof, by electronic mail to each Member entitled to vote at such meeting. The notice of the meeting shall specifically state the purpose or purposes for which the special meeting is called.
Section 5. Quorum:
One-tenth (1/10) of the Members who are entitled to vote and present in person shall be required for and shall constitute a quorum at all meetings. If there is not a quorum at the opening of a meeting, such a meeting may be adjourned from time to time by a vote of the majority of the Members present and voting on the motion to be adjourned.
Section 6. Voting:
Each Member in good standing shall name one (1) delegate member entitled to vote at the Annual Meeting. The vote of the majority of the Members entitled to vote on any matter at a meeting at which a quorum is present shall be the act of the Members on that matter, unless the vote of the greater number is required by law or by the Articles of Incorporation, by Bylaws of the Association. Voting on all matters shall be by voice vote or show of hands unless otherwise provided by these Bylaws or unless twenty-five percent (25%) of the Member entitled to vote on that particular matter.
Board of Directors
Section 1. General Powers:
The business and property of the Association shall be managed and directed by the Board of Directors. The Board of Directors shall (i) establish and advance policies that support the Association’s mission; (ii) set strategies that are necessary to advance the Association’s mission; and (iii) hire, support and evaluate the performance of the Association’s Association Executive
Section 2. Number, Term and Qualifications:
The Board shall be comprised of not less than six (6) and no more than fifteen (15) Directors, and each Director shall serve for a term of two (2) year. Members shall be in good standing of the Association.
Section 3. Election of Directors:
Except as provided in Section 5 of this Article, the Directors shall be elected at the annual meeting of the Members, with the exception of the Executive Committee. The Governance Committee as provided in Section 3, Article 6 shall, not less than thirty (30) days prior to the annual meeting, nominate persons to fill each position on the Board of Directors: (a) the person who presents the nomination must submits the nomination in writing to the Governance Committee not less than ten (10) days prior to the annual meeting, and (b) prior to any vote, the person nominated has to first agreed to service on the Board of Directors, if elected. Election is to be by majority vote of the Members present and in good standing.
Section 4. Removal:
Directors may be removed from office with or without cause by two-thirds (2/3) vote of the Directors at any meeting of the Directors. If any Director(s) is so removed, a new Director(s) may be nominated and elected pursuant to Section 5 of this Article.
If a Director leaves the company or firm which employs them during their tenure on the Board, he or she will be removed as a Director from the Board of Directors if he or she does not secure full-time employment with an approved Member within sixty (60) days.
For the position of President and Vice-President, full-time employment must be secured within sixty (60) days with an approved Member, that is not an associate member.
Section 5. Vacancies:
A vacant director seat, no matter the cause of vacancy, maybe filled by majority vote of the remaining Board of Directors. The person elected to fill any vacancy shall fulfill only the remaining term of the Director who they succeed.
Section 6. Attendance:
Officers and Directors are expected to attend all scheduled Board meetings. When any Officer or Director is absent from two (2) consecutive regularly scheduled meetings of the Board and/or monthly membership meeting, not to exceed three (3) absences per year, his/her position may be brought before the Board of Directors for a vote to determine whether he or she should be removed. A simple majority vote is required.
Section 7. Indemnification:
The Association shall indemnify each of its Officers and Directors whether or not then in office (and his or her executor, administrator, and heir) to the fullest extent permitted by law against expenses and other disbursements in connection with any action proceeding to which he or she is made or threatened to be made a party because he or she is or was a Director or Officer of the Association. The Association may advance expenses in connection with such action or proceeding to the extent permitted by law. Notwithstanding the above, the Association shall not indemnify each of its Officers and Directors of embezzlement or for acts of willful or gross negligence.
The Association shall maintain insurance to indemnity itself and its Directors and Officers to the extent such insurance coverage is permitted by law.
Section 8. Compensation:
Directors do not receive compensation for their services but maybe reimbursed for expenses according to an established reimbursement policy.
Meeting of Directors
Section 1. Regular Meetings:
The Board of Directors shall meet at least quarterly at whatever time and place it selects, or any other date proposed by the President and approved by the Board of Directors. The Association Executive, or whomever else is directed, shall be responsible for notifying the Directors. No proxy votes shall be permitted at Board Meetings.
Section 2. Special Meetings:
Special meetings of the Board of Directors may be called by or at the request of (i) the President or (ii) any four (4) Directors, two (2) of which must be members of the Executive Committee, or (iii) any six (6) Directors. The person calling a special meeting of the Board of Directors shall, at least two (2) days before the meeting, give notice thereof by any usual means of communication. The notice of the meeting shall specifically state the purpose for which the special meeting is called.
Section 3. Quorum:
A majority of the number of the Directors including Officers fixed by these Bylaws shall be required for and shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided in the Bylaws, the act of the majority of Directors present at a meeting in which a quorum is present shall be the act of the Board of the Directors.
Section 4. Organization:
Each meeting of the Board of Directors shall be presided over by the President, or by the Vice-President and in absence of either of the foregoing, by any person elected to preside by a vote of the majority of the Directors present. The Secretary or in the absence of the Secretary, any person designated by the Chair of the meeting shall act as Secretary of the meeting.
Section 5. Conference Telephone Meeting:
Any one (1) or more Directors may participate in a meeting of the Board by means of a conference telephone or similar communication device which allows all persons participating in the meeting to each other and such participation in a meeting shall be deemed presence in person at such meeting.
Section 6. Informal Action:
Action taken by a majority of the Directors without a meeting is nevertheless Board action if written consent to the action in questions is signed or emailed by all of the Directors and noted with the minutes of the proceeding of the Board, whether done before or after the action is taken, so long as such action is ratified by a majority vote of the Board of Directors at the next scheduled meeting. Voting by electronic mail is permitted when all directors voted unanimously in favor of a matter.
Section 7. Electronic Meetings and Notices:
Any notice or other writing as contemplated may be provided by electronic transmission such as email. Meetings of the members, board of directors or any committee designated by the board of directors may be held by means of a remote electronic communications system, including conference calls, video conferencing technology or the internet so long as a deliberative process regarding such voting is possible.
Section 1. Number and Qualifications:
The Officers of the Association shall consist of a President, Vice-President, Secretary, Treasurer, and the Immediate Past President. Associate Members may only hold the position of Secretary and Treasurer.
Section 2. Election and Term:
The Officers shall be elected by the Board of Directors. Each Officer shall hold office for a successive term of one (1) year. Officers shall serve until his or her successor is elected and qualified or until the Officer’s death, resignation, retirement, removal, or disqualification.
Section 3. Removal:
Any Officer may be removed with or without cause by a two-thirds (2/3) vote of the Board of Directors at any meeting, so long as a quorum is present. If any Officer is so removed, a new Office may be nominated and elected pursuant to Article 6 Section 4 of these By-Laws.
Section 4. Vacancies:
In the event of a vacancy, other than in the office of the President, the Board of Directors shall name from among the Members a successor to fill out the unexpired term.
Section 5. President:
The President shall serve as the Chairperson of the Association’s Board of Directors and shall assist in planning and setting the agenda for and preside at all meetings of the Directors and Members. Only if so, directed by the Board of Directors, shall the President act to implement the will of the Board of Directors and the Association. The President shall perform all duties related to the office of the President and such other duties as may be prescribed from time to time by the Board of Directors.
Sections 6. Vice-President:
The Vice-President shall in the absence or disability of the President, have the powers to perform the duties of said office. In addition, the Vice-President shall perform the duties and have such powers that shall be described by the President or the Board of Directors.
Section 7. Secretary:
The Secretary shall ensure the keeping of accurate records of the acts and proceeding of all meetings of Members and Directors. He or she shall give cause to be given, all notices required by law and by these Bylaws. He or she shall have general charge of the Association books and records. He or she shall sign such instruments as may require his or her signature, shall ensure that accurate records are maintained showing the name and address of each Member and shall perform all duties related to the office of Secretary and such other duties as may be assigned him or her from time to time by the President or by the Board of Directors.
Section 8. Treasurer:
The Treasurer shall be empowered to review and supervise all funds and securities belonging to the Association and shall monitor the receipt, deposit, or disbursement of the same under the direction of the Board of Directors. He or she shall ensure that the Association Executive keeps full and accurate accounts of the finances of the Association and books especially provided for the purpose. He or she ensures that the Association Executive arranges the preparation of a financial statement of the Association’s assets and liabilities as of the close of each calendar year and shall present a report to the Board of Directors and the membership with respect to the finances of the Association. The Treasurer shall also ensure the Association Executive prepares and files or oversees the preparation and filing of all reports and returns required by Federal, State, or local law and shall generally perform all other duties as may be assigned to him or her from time to time by the President or by the Board of Directors.
Section 9. Immediate Past President:
The Immediate Past President of the Association may serve in an as-needed advisory capacity to the current President for a period not to exceed one (1) year. If the Immediate Past President is unable to serve, the President may appoint an alternate past president of the Association to serve as the Immediate Past President for the remainder of the original Immediate Past President’s term.
Section 10. Association Executive:
The Board of Directors may consider employing and retaining an Association Executive for the Association. If so employed, the Association Executive shall perform such duties as prescribed by the Bylaws and any other duties requested by the Board of Directors. If requested by the Board, the Association Executive shall sign an agreement with the Association to manage the Association in accordance with the Bylaws, budget, programs, policies, and procedures established by the Board of Directors. The Association Executive shall be a non-voting member of the Board of Directors, the Executive Committee, and all other committees of the Association and shall be required to attend all such meetings, unless he or she is excused from attendance by the Board of Directors. In the event that this position is vacant, all duties shall automatically assume full responsibility of their Officer duties as prescribed in these Bylaws. All other duties shall otherwise be redistributed at the direction of the Board of Directors.
Section 1. Committees of Directors:
The Board of Directors, by adopted resolution of the majority, submitted in writing as a recommendation from the Governance Committee, may establish standing committees and or ad hoc committees. The Board will give any committee it establishes a written statement of the committee’s role and primary responsibilities and any work delegated to it by the Board. Any committee established by the Board shall consist of one (1) or more Directors. Any such committee or any committee member thereof may be discharged or removed by action of a majority of the Board of Directors. The designation of any committee and the delegation thereto of authority shall not relieve the Board of Directors or any member thereof, of any responsibility or liability imposed upon it or him or her bylaw.
Section 2. Executive Committee:
There shall be an Executive Committee, which shall consist of the President, Vice-President, Secretary, Treasurer, and the Immediate Past President. The Executive Committee may hold meetings at the discretion of the President. At least three (3) days’ notice is required for all meetings; however, emergency meetings may be called without notice if necessary. The Executive Committee is empowered to take any action it deems necessary between regular meetings without prior approval from the Board of Directors, provided such action must be ratified by a majority vote of the Board of Directors at the next scheduled meeting.
Section 3. Governance Committee:
There shall be a Governance Committee composed of no more than five (5) Members, appointed by the Board of Directors to serve a one (1) year term. It shall be the duty of the Governance Committee to:
- Lead the Board in its continuing development work, and annual evaluation of, and goal setting to improve Board Performance.
- Review the Association’s Articles of Incorporation and Bylaws and to recommend appropriate amendments.
- Receive and Submit, with its recommendations, amendments proposed by any committee or Member of the Board.
- Nominate at least one (1) candidate for each office to be filled.
- Propose the rules and procedures for elections.
- Propose and maintain the Policies and Procedures for the Association.
- Take other such action as the President and or Board of Directors shall direct.
Section 4. Other Standing and Special Committees:
Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated by resolution adopted by the Board of Directors.
Section 5. Removal of Committee Members:
Any Chair or Committee member may be discharged or removed by recommendation to the Board of Directors, who may thereafter choose to remove the Chair or committee member by a two-thirds (2/3) vote of the Board of Directors.
Section 6. Operation of Committees:
The Governance Committee shall recommend potential committee Chairs to the Board of Directors who, in turn shall appoint committee chairpersons (“Chairs”). The Chair shall be responsible for reporting to the Board of Directors. Committee meetings shall be held upon call of the Chair. Each committee Chair will designate a secretary who will keep the minutes of the meeting. A majority of the members of the committee shall be required, and so constitute a quorum, for transaction of business at any meeting of the committee. The act of the majority of committee members present at a meeting at which a quorum is present shall be the act of the committee.
Section 1. Contracts:
The Board of Directors may authorize any Officer or Officers, agent, or agents, to enter into any contract or executive any instrument on behalf of the Association and such authority may be general or confined to specific instances.
Section 2. Loans:
No loan shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts:
All checks, drafts or other orders for payment or money issued in the name of the Association shall be signed by the Treasurer or the President, or by such designee authorized by a resolution of the Board of Directors.
Section 4. Deposit:
All funds of the Association not otherwise employed or invested shall be deposited from time to time to the credit of the Association in such depositories as the Board of Directors shall direct.
Section 5. Rules of Procedure:
To the extent not inconsistent with Articles of Incorporation, these Bylaws, or applicable law and to the extent that other rules of order and procedure are not adopted at meetings of the Directors, Committees or Members for the conduct of business thereat, Robert’s Rule of Order shall govern the procedure and order of all meetings of the Association.
Section 6. Waiver of Notice:
Whenever any notice is required to be given to any Member or Director of the Association under the provisions of the applicable law or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 7. Fiscal Year:
The Fiscal Year of the Association shall be from January 1 to December 31.
Section 8. Dissolution:
In the event of the dissolution of the Association, after payment of or provision for all liabilities of the Association, all of the assets of the Association shall be distributed to or its assets shall be sold and the proceeds distributed to, another organized and operating for the same or similar purpose for which the Association is organized and operating, or to one or more corporation, funds, or foundations organized and operating exclusively for charitable, educational, scientific or literary purposes, which shall be selected by the Board of Directors’ provided, however, that any such recipient organization or organizations shall at that time qualify as exempt from taxation under the provisions of Section 501(c)(3) of the Code of Section 501 (c) (6) of the Code.