By-Laws 

CONSTITUTION and BY-LAWS of
GREATER NASHVILLE APARTMENT ASSOCIATION
Revised August 20, 2014

ARTICLE I: NAME
Section 1:
The name of this organization shall be the Greater Nashville Apartment Association, hereinafter referred to as the Association.
Section 2:
The Association shall be incorporated as a non-profit organization under the laws of the State of Tennessee.

ARTICLE II: OBJECTIVES
Section 1:
The objective of this Association is to aid the multi-family housing industry in the Nashville and Middle Tennessee geographic area as defined by the NAA By-Laws, by promoting professionalism in management/development, and by striving to maintain a sense of good will and understanding with the apartment residing public in accordance with the Code of Ethics of the Association.

ARTICLE III: MEMBERSHIP
Section 1:
Membership in this association shall be open to the following: Management Members defined as: Owners, Property Management Firms and Apartment Communities; Associate Members; and Honorary Members.
Section 2:
Owner membership will consist of any owner, with dues to be determined by the Board of Directors based on the number of units. Property Management Firms will consist of any firm in the business of managing rental property.
Section 3:
Associate membership will consist of any firm, partnership or corporation engaged in offering services or goods to the multi-housing industry. Application for an Associate membership must be presented to the Board of Directors for final acceptance.
Section 4:
Honorary membership in this Association may be designated by the Board of Directors, for a specified period of time, to any person or persons for distinguished services rendered to the industry and the Association. There shall be no dues for such membership.
Section 5:
Each member must agree that, upon approval of their membership by the Board of Directors, they will abide by the Constitution, By-Laws and Code of Ethics.
Section 6: 
Each membership category will pay the required amount of dues which are approved by the Board of Directors. 

ARTICLE IV: VOTING
Section 1:
Each Management Member and Associate Member will have one vote.
Section 2:
Any Member anticipating his absence from a General Membership or Special Meeting at which votes will be cast may vote by absentee ballot, in person, at the Association Office, during normal business office hours prior to the date of the General Election.

ARTICLE V: DUES
Section 1:
Annual dues shall be paid by all members (with the exception of Honorary members). The amounts of dues shall be fixed by the Board of Directors.
Section 2:
Effective 01/01/2012, the calendar year for the Association shall be from January 1 through December 31 of each year.

ARTICLE VI: ADMINISTRATION
Section 1:
The officers of the Association shall be the Chairman of the Board, Chairman of the Board-Elect, Vice-Chairman of the Board and Secretary/Treasurer; with their duties being those normally associated with such offices. No officer shall receive salary or other compensation.  No officer shall be an Associate member.  The Executive Committee shall be comprised of the officers of the Association, the immediate past Chairman of the Board, and a non-voting Associate Council liaison who holds the position of Associates Representative.
Section 2:
The Association shall elect no less than twenty-two (22) Directors as follows: Five (5) Associate Directors, ten (10) Management Directors, and two (2) Maintenance Directors, one (1) position to be appointed for a full term by the Board of Directors for the 2012 fiscal year and one (1) position to be elected for the 2013 fiscal year. After 2013, Maintenance Director positions will be filled as herein provided. There shall be Directors elected by the membership as follows: One (1) Managers Representative, one (1) Associates Representative, one (1) Maintenance Representative. There will be one (1) Director who is a Representative of the local IREM chapter, as appointed by that chapter, and one (1) Director who is an attorney, Associate Member, as appointed by the Board, annually, one month prior to the General Election.
Section 3:
The Association shall be administered by a Board of Directors, comprised of the Executive Committee, Directors and the Past-Chairman of the Board. Within the provisions of the Constitution, the Board of Directors shall have the full authority and the power of the Association between General Membership meetings. 
Section 4:
The term of office for all officers shall be for one (1) year. No officer shall succeed himself for more than two (2) consecutive terms. The term of office for Directors shall be for three (3) years. The term of office for the Management Representative, Associates Representative, Maintenance Representative and IREM Representative and the Board-appointed Attorney shall be for one (1) year.
Section 5:
A majority of the elected members of the Board of Directors shall constitute a quorum.
Section 6:
The Board of Directors is authorized to employ a non-member, President and administrative assistant, when financial and other conditions warrant and to fix the compensation and duties of the same.  Normal expense, such as rent on an office, telephone, stationery, etc. shall be left within the power of the Board of Directors.
Section 7:
A vacancy in any Office or Board position shall be filled by the Board of Directors without delay, with a person who meets all qualifications. In order to maintain the level of experience necessary to manage the Association, the Board of Directors shall have the discretion to determine the length of the appointee’s term, not to exceed the remaining term of the position being filled.
Section 8:
All Past-Chairmen of the Board of the Association, upon expiration of their term of office, shall automatically become members of the Board of Directors. The Past-Chairman of the Board directors shall have voting rights provided they meet the requirements as outlined in the Board of Directors Attendance Policy.
Section 9:
Where matters come before the Board of Directors for a vote, voting rights shall be vested in the Board members and officers, each of whom shall be entitled to one (1) vote.

ARTICLE VII: NOMINATION AND ELECTION OF OFFICERS
Section 1:
The Nominating Committee shall have eight (8) members: the current Association Chairman of the Board; the most recent surviving Past Chairman of the Board, who shall serve as the committee chairman; two (2) current Associate Directors; three (3) current Manager Directors; and one current (1) Maintenance Director as appointed by the Board of Directors.
Section 2:
The Nominating Committee shall be in place no later than July 15 of each year and shall be announced in the August newsletter and the July monthly meeting.
Section 3:
Each nominee for a Board of Director’s position must meet the following minimum qualifications:
(1) The Nominee must be a Member in good standing; and
(2) The Nominee must have attended at least four (4) General Membership, committee or luncheon meetings during the past twelve (12) months as of the date of the nomination or the appointment.
Section 4:
Each nominee for an Officer’s position must meet the same qualifications as a Nominee for a Board of Director’s position in addition to the following:
    1(a) The Nominating Committee’s Nominee for the Office of Chairman of the Board shall be the current Chairman of the Board-Elect, who is willing to submit his/her name in nomination.  If the current Chairman of the Board-Elect is not willing to run, the Nominating Committee’s Nominee shall be the current Vice-Chairman of the Board.  If the current Vice-Chairman of the Board is not willing to run, the Nominating Committee’s Nominee shall be the current Secretary/Treasurer.  If no current Officer is willing to serve, the Nominating Committee’s Nominee shall be a current Board Member, who has been on the Board at least eighteen (18) months as of the date of nomination or appointment, and who has met the attendance requirements for Board Members.
    1(b) Individuals placed into nomination for Chairman of the Board by the General Membership must be a current Board Member and have been on the Board of Directors for at least eighteen (18) months as of the date of nomination or appointment, and who has met the attendance requirements for Board Members.
    2(a) The Nominating Committee’s Nominee for the Office of Chairman of the Board-Elect shall be the current Vice-Chairman of the Board, who is willing to submit his/her name in nomination.  If the current Vice-Chairman of the Board is not willing to run, the Nominating Committee’s Nominee shall be the current Secretary/Treasurer.  If no current Officer is willing to serve, the Nominating Committee’s Nominee shall be a current Board Member, who has been on the Board for at least eighteen (18) months as of the date of nomination or appointment, and has met the attendance requirements for Board Members.
    2(b) Individuals placed into nomination for Chairman of the Board-Elect by the General Membership must be a current Board Member and have been on the Board of Directors for at least eighteen (18) months as of the date of nomination or appointment, and has met the attendance requirements for Board Members.
    3(a) The Nominating Committee’s Nominee for the Office of Vice-Chairman of the Board shall be the current Secretary/Treasurer.  If the current Secretary/Treasurer is not willing to serve, the Nominating Committee’s Nominee shall be a current Board Member, who has been on the Board for at least nine (9) months as of the date of the nomination or appointment, and has met the attendance requirements for Board Members.
    3(b) Individuals placed into nomination for Vice-Chairman of the Board by the General Membership must be a current Board Member who has been on the Board for at least nine (9) months as of the date of nomination or appointment, and has met the attendance requirements for Board Members.
    (4) All Nominees (both by the Nominating Committee and by the General Membership) for the Office of Secretary/Treasurer must be a current Board Member who has been on the Board for at least nine (9) months as of the date of the nomination or appointment, and have met the attendance requirements for Board Members.
Section 5:
One Nominee shall be made for each Office and Board position by the Nominating Committee. 
Nominations from the membership shall be in letter form, to the Nominating Committee, and must be received at the Association’s Office before September 1.
Section 6:
Those nominated by the Nominating Committee and by the Membership, by letter, shall be screened by the Nominating Committee for qualification and shall be contacted by the Committee to confirm their willingness to serve.
The Nominating Committee shall report the names of its Nominees and the Membership’s Nominees to the Membership at the September monthly meeting.
Section 7:
An election of the Officers and Directors for the Association shall be held at the Regular October monthly meeting in the form of written ballot. If the office or position on the Board is contested, the candidate receiving the greatest number of votes (both regular and absentee) shall be deemed elected.
Section 8:
Votes shall be counted by the Ethics Committee. The vote count shall be supervised by the most-recent surviving Past-Chairman of the Board. Any member of the Ethics Committee who is a candidate shall not participate in the count.

ARTICLE VIII: MEETINGS
Section 1:
The Association shall hold General Membership meetings which shall be a minimum of one each quarter, at such time and place as may be selected by the Board of Directors, with such meetings open to all members. Certain meetings shall be open to guests of the members, with these meetings being designated by the Chairman of the Board, with the concurrence of the Board of Directors.
Section 2:
Special Board meetings may be called by the Board of Directors and may be done by written notice to all members at least seven (7) days prior to the date of the special Board meeting. Special Board meetings may also be called by petition to be delivered to the Secretary, not less than ten (10) days prior to the date of the requested meeting, so as to allow the Secretary time to notify all members by written notice. Said written notices shall specify the subjects of the special Board meetings and all business shall be limited to the same.
Section 3:
The Executive Committee may cancel any Board or General Membership Meeting. 
Section 4:
The Board of Directors shall meet upon the call from the Chairman of the Board or on the petition of a majority of the Board of Directors.
Section 5:
Any member of the Board of Directors who misses more than three (3) meetings during the fiscal year will be subject to dismissal from the Board. Explanations for absenteeism shall not be accepted unless submitted in writing within thirty (30) days of the absence.

ARTICLE IX: COMMITTEES
Section 1:
Standing and Special committees and their respective chairman, a Board member, shall be appointed by the Chairman of the Board, except the nominating committee. (See Article VII, Section 1.) Committees shall include, but are not limited to: Membership, Ethics, Program, Education, Public Relations, Nominating and Insurance. Additional committees may be formed by concurrence of the Board of Directors.
Section 2:
The duties of the standing and special committees shall be defined by the Board of Directors, and written minutes shall be kept of such meetings.

ARTICLE X: HEADQUARTERS
Section 1:
The location of the headquarters of this Association shall be in Nashville, Tennessee, in such specific location as selected by the Board of Directors.

ARTICLE XI: AMENDMENTS
Section 1:
Amendments to this constitution and by-laws may be proposed by a majority of the members of the Board of Directors, or by petition signed by one-fourth of the voting membership, provided said members are in good standing.
Section 2:
Any amendment proposed shall be presented at any regular meeting with a written copy mailed to each member following such meeting. Vote on any such amendment is to be taken at the next succeeding regular meeting following written notice of the proposed amendment. Said amendment shall become effective only upon the vote of one-fourth of the members in good standing, whether cast in person or by absentee ballot as provided in Article IV, provided the total affirmative votes are not less than two-thirds the total members voting.
Section 3:
For purposes of these by-laws, a member in good standing is defined as any member that has no unpaid balance to the Association in excess of sixty (60) days old.

ARTICLE XII: ETHICS
Section 1:
There shall be a Code of Ethics by which all members shall abide. A copy of such is attached hereof.
Section 2:
Any member must comply with the recommended solution of the Ethics Committee or may be subject to being publicly or privately censured, suspended or expelled from membership in this Association, by the Board of Directors. Such recommendations by the Ethics Committee shall require a majority vote of the Committee, and any such action by the Board of Directors based on such a recommendation must require a two-thirds (2/3) vote of the entire Board of Directors. It is the intent of this provision to protect the reputation of any member against charges which have been determined to be insufficient to justify a recommendation favoring imposition of disciplinary penalties.
Section 3:
Appeal from action taken in Section 2 may be made to the Board of Directors within thirty (30) days following such action. A quorum must be present at such an appeal meeting and seventy-five percent (75%) of those present shall be required to reverse the prior action of the Board of Directors.

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