BYLAWS
OF CHESAPEAKE REGION CHAPTER OF THE COMMUNITY ASSOCIATION INSTITUTE
ARTICLE I
NAME AND OFFICE
SECTION 1. Name. The
name of this organization shall be CHESAPEAKE REGION Chapter
of the Community Associations Institute, Inc. (“Chapter”).
SECTION 2. Incorporation; Registered Office. The
Chapter is a corporation, incorporated in the State of Maryland]
and is a chapter of the Community Associations Institute (“CAI”).
ARTICLE II
DEFINITIONS
SECTION 1. Definitions.
a. “At-Large Member” means
a member of Community Associations Institute who falls within
one of the classes of membership as defined in Article III,
Section 3.
b. “Board of Directors” means the Board of Directors
of the Chapter and “Director” means a Member of the
Board of Directors.
c. “Board of Trustees” means the Board of Trustees
of CAI and “Trustee” means a Member of CAI’s
Board of Trustees.
d. “CAI’s By-Laws” means
the By-Laws of CAI as the same may be amended or replaced.
e. “Community Association” means
any incorporated or unincorporated association trust or other
entity comprised of the owners of interests in a residential,
commercial, or industrial condominium, real estate cooperative,
planned unit development or other real estate common interest
community.
f. “Company” shall
mean a business incorporated according to the laws of a state,
a limited liability corporation, a partnership, or other relationship
of individuals providing service or products to others.
g. “Member” means
a Member of the CHESAPEAKE REGION Chapter of CAI.
h. “Member in Good Standing” means
a member whose rights have not been suspended by the Chapter
or CAI.
i. “Membership Representation Group” means the following
categories of membership: Professional Community Association
Managers/Management Companies, Community Association Volunteers,
and Business Partners.
ARTICLE III
MEMBERSHIP
SECTION 1. General Requirements.
Applications for membership in CAI and within any class of
membership of CAI shall be approved in accordance with the
terms of CAI’s Bylaws and such rules,
procedures and limitations as may be established by the Board
of Trustees from time to time. CAI shall have the right to determine
the appropriate class of membership for any Member. Membership
in CAI is as authorized by CAI. Members are automatically
assigned to a CAI certified chapter in accordance with established
chapter boundaries.
SECTION 2. Conflict of Interest. All Board of Trustees
members, Legislative Action Committee members, members of Membership
Representation Groups, Committee members, and Chapter board members
shall comply with the conflict of interest policies adopted by
the Board of Trustees and stricter policies as may be established
by the Chapter.
SECTION 3. Classes of Members. The membership of CAI
shall consist of the following:
A. Community Association Volunteers. All individuals
residing in a community association are eligible for membership
as a Community Association Volunteer, including, without limitation,
individuals living in community associations who have a volunteer
role within their community association. Volunteer roles
include, but are not limited to, being a member or officer of
the governing body of the community association, participating
on a volunteer committee or committees, acting as the newsletter
editor for the community, or any other volunteer function sanctioned
by the community association. Community Association Volunteers
will be considered as individual Members of CAI. Community
associations purchasing the membership on behalf of a community
association volunteer or volunteers, shall own each such membership
and shall be permitted to transfer each membership to one other
volunteer in the community association during the term of membership
or upon renewal of the membership. Individuals purchasing
a membership with their personal funds shall be the only
individual entitled to exercise the rights of membership
and such membership shall not be transferable.
B. Community Managers. This class of Members shall
consist of professional managers of all types of association-governed
communities including, but not limited to, condominium associations,
town home associations, co-operative associations, homeowner
associations, large-scale communities, and planned communities. All
managers of association-governed communities fall within this
class of Members, regardless of whether they are on-site managers,
portfolio managers, large-scale managers, are employed by a management
company or have any other employment relationship. Those
persons who have previously served in one of the roles in the
preceding sentence and serve in a capacity of managing other
managers shall be a Member of this class. All community
managers shall be treated as individual Members of CAI. A
management company or employer of a manager purchasing the individual
membership on behalf of a manager or managers, shall own each
such membership and shall be permitted to transfer each membership
to another manager during the membership term or upon renewal
of the membership, but only in the event the manager originally
identified is no longer employed by the management company. Individuals
purchasing a membership with their personal funds shall be the
only individual entitled to exercise the rights of membership
and such membership shall not be transferable.
C. Business Partners. This class of Members shall
consist of professionals and other providers of products, services,
support, and counsel to association-governed communities, including
developers of such communities. This class of Members shall not
include community association management companies or managers
of association-governed communities. The company, partnership,
corporation or other business entity may transfer a contact designation
to another individual in the company, partnership, corporation
or other business entity during the membership term or upon renewal
of the membership. Employees of a business partner member will
be permitted to attend classes, functions, conferences, to purchase
products and services at membership prices, and be elected to
committees or the Board of Directors. Business partner
members shall be entitled to cast one vote on any and all matters
required to be voted upon by the members and shall have such
other rights, privileges and responsibilities as they Board of
Directors may determine from time to time provided those rights
and privileges are consistent with those determined by the Board
of Trustees. The primary contact for the business partner
membership may have the right to cast a vote or the right to
designate one individual from the company to cast a vote.
D. Management Companies. This class of Members
shall consist of community association management companies. Each
management company membership shall include an individual manager
membership to be held by the CEO or equivalent of the management
company. Whenever the term “CEO of a management company” is
used in these By-Laws, it shall mean the CEO or equivalent of
a management company. Management companies shall not transfer
this manager membership to multiple managers during the course
of the membership term for the purpose of obtaining membership
pricing for managers who do not hold an individual manager membership. Employees
of the management company, who are not employed to manage or
provide services to association-governed communities, may attend
classes and functions at the membership price.
SECTION 4. Rights and Privileges.
-
Chapter Rights and Privileges. Each
Member in good standing of the Chapter shall be entitled
to cast one vote on any and all matters required to be voted
upon by Members and shall have such other rights, privileges
and responsibilities as the Board of Directors shall determine
from time to time. Except as otherwise provided in
these Bylaws, and subject to eligibility requirements, each
Member in good standing shall be eligible to serve on the
Chapter Board of Directors and committees.
- CAI Rights and Privileges. Each Member
in good standing of CAI shall be entitled to cast one vote
on any and all matters required to be voted upon by Members
and shall have such rights, privileges and responsibilities
as the Board of Trustees shall determine from time to time. Except
as otherwise provided in these Bylaws, and subject to eligibility
requirements, each Member in good standing shall be eligible
to serve on the CAI Board of Trustees, Membership Representation
Groups, and committees.
SECTION 5. Suspension of Membership Rights and
Privileges for Nonpayment. The Chapter may adopt reasonable
policies to suspend certain membership rights and privileges
resulting from nonpayment of amounts due and owing to the Chapter
or CAI. Pay in advance policy.
ARTICLE IV
ANNUAL DUES
The Board of Trustees shall determine
the amount of annual dues, fees, and other assessments to be
paid to CAI by each class of Members. Unless terminated, each
membership shall continue automatically from year to year, with
annual dues, fees, and other assessments payable by each Member
on or before such date as shall be determined by the Board of
Trustees. Unless otherwise directed by the Board of Trustees,
all annual dues, fees, and other assessments shall be paid to
CAI in advance of the 12-month period to which they relate. The
Board of Trustees may from time to time impose such other fees
and charges as it deems proper and may waive or modify the requirement
to pay dues, fees or charges for particular Members.
ARTICLE V
MEETING OF MEMBERS
SECTION 1. Annual Meeting.
There shall be an annual meeting of Members of the Chapter
for the transaction of such business as may properly come before
the meeting or any adjournment thereof. Written notice of such meeting stating the date,
time and place of such meeting shall be sent to each Member,
at the last address shown on the Chapter’s records, at
least 15 days before the date of the meeting, or as provided
by state law.
SECTION 2. Special Meetings. Special meetings
of the Members may be called only by the Board of Directors.
Special meetings shall be held at such times and places as the
Board of Directors may determine. Written notice of any special
meeting stating the date, time, place and purpose of such meeting
shall be sent to each Member, at the last address shown on the
Chapter’s records, at least 15 days before the date of
the meeting, or as provided by state law.
SECTION 3. Quorum. Twenty
(20) Members of the Chapter present in person or by proxy shall
constitute a quorum for the transaction of business at any
duly called meeting of the Members. At any duly called meeting
of the Members at which a quorum is present, the act of a majority
of the Members present in person or by proxy shall be the act
of the Members on any matter, except where the act of a greater
number of Members is required by law, the Articles of Incorporation
or these Bylaws. If a quorum is not present at any duly called
meeting of the Members, a majority of the Members present may
adjourn the meeting from time to time, without further notice,
until a quorum is present.
SECTION 4. Voting and Proxies. Voting on all matters
may be conducted by mail, telephone call, telegram, cablegram,
electronic mail, or any other means of electronic or telephonic
transmission; provided, that the Member shall state, or submit
information from which it can be determined, that the method
of voting chosen was authorized by the Member. A Member
entitled to vote may authorize, in writing, another person to
act for such Member by proxy solely for the purpose of achieving
a quorum. The writing may be executed by the Member or the Member’s
authorized officer, director, employee, or agent signing the
writing, or causing the person’s signature to be affixed
to the writing, by any reasonable means, including a facsimile
signature. No proxy shall be valid after 12 months, unless
otherwise provided in the proxy.
SECTION 5. Electronic Communications. Whenever
these By-Laws require that a document, record or instrument be “written” or “in
writing,” the requirement is deemed satisfied by an electronic
record if the Board of Directors has affirmatively published
regulations permitting an electronic record or document as a
substitute for a written item.
Whenever these Bylaws require
a signature on a document, record or instrument, an electronic
signature satisfies that requirement only if: (a) the Board of
Directors has affirmatively published regulations permitting
an electronic signature as a substitute for a written signature;
and (b) the electronic signature is easily recognizable as a
secure electronic signature which is capable of verification,
under the sole control of the signatory, and attached to the
electronic document in such a way that the document cannot be
modified without invalidating the signature; or (c) the Board
of Directors reasonably believes that the signatory affixed the
electronic signature with the intent to sign the electronic document,
and that the electronic document has not been modified since
the signature was affixed.
The Board of
Directors may require reasonable verification of any electronic
signature, document, record or instrument. Absent
or pending verification, the Board may refuse to accept any electronic
signature or electronic record that, in the Board’s sole
discretion, is not clearly authentic. Neither the Board
of Directors nor the Chapter shall be liable to any Member for
accepting or acting in reliance upon an electronic signature
or electronic record that the Board reasonably believes to be
authentic, or rejecting any such item which the Board reasonably
believes not to be authentic. Any Member who negligently,
recklessly or intentionally submits any falsified electronic
record or unauthorized electronic signature shall fully indemnify
the Chapter for actual damages, reasonable attorneys’ fees
actually incurred and expenses incurred as a result of such acts.
SECTION 6. Action Taken Without A Meeting. In the
Board’s discretion, any action that may be taken by the
Members at any annual or special membership meeting may be taken
without a meeting by written ballot or written consent as provided
below.
(a) Written Ballot.
A written ballot
shall set forth each proposed action and provide an opportunity
to vote for or against each proposed action. Approval
by written ballot shall be valid only when the vote cast by ballot
equals or exceeds the quorum required to be present at a meeting
authorizing the action, and the vote of approval equals or exceeds
that which would be required to approve the matter at a meeting
at which the total vote cast was the same as the vote cast by
ballot.
All solicitations
for votes by written ballot shall: (a) indicate the number
of responses needed to meet the quorum requirements: (b) state
the percentage of approvals necessary to approve each matter,
other than election of Directors; and (c) specify the time
by which such ballot must be received by the Board of Directors
in order to be counted. A ballot may not be revoked. The
Chapter shall maintain such ballots in its file for at least
three years.
Approval of any action taken by written ballot shall be effective
upon the receipt of the affirmative vote necessary to take such
action.
(b)
Written Consent.
Approval by
written consent shall be valid only when the affirmative written
consents received equals or exceeds the vote that would be
required to approve the matter at a meeting. Consents
shall be filed with the minutes of the next following membership
meetings. Approval of any action taken by written consent
shall be effective 10 days after sending the notice of approval
described below.
(c) Notice
to Members of Approval.
If an action
of the Chapter membership is approved by written ballot or
written consent, the Board of Directors shall issue notice
of such approval to all Members.
SECTION 7. Order and Conduct of Business. The Board
of Directors may establish rules of conduct and the order of
business for all membership meetings. When not in conflict
with these Bylaws, the Articles of Incorporation or meeting procedures
adopted by the Board of Directors, Roberts Rules of Order (latest
edition) shall govern all membership meetings. The Board
may order the removal of anyone attending a membership meeting
who, in the opinion of the Board, disrupts the conduct of the
business at such a meeting. The use of Roberts Rules of
Order may be partially or wholly suspended by majority vote of
the Members. In the event of any dispute concerning the
meaning of any meeting rules, including Roberts Rules, the decision
of the chair, who may consult with counsel, shall be final and
binding.
ARTICLE VI
BOARD OF DIRECTORS
SECTION 1. Powers of the Board of Directors. The Board
of Directors shall have supervision, control, and direction of
the affairs and property of the Chapter, shall determine the
policies of the Chapter, shall actively pursue the purposes
and objectives of the Chapter and CAI, shall insure that the
Chapter and its Bylaws comply with the policies and procedures
of CAI, and shall have discretion in the use and disbursement
of Chapter funds. The Board of Directors may adopt such rules,
regulations and procedures for the conduct of its business, for
the execution of its powers, for the implementation of these
Bylaws and for the fulfillment of the purposes and objectives
of the Chapter and CAI as it shall deem necessary or advisable.
SECTION
2 Composition of the Board.
a.
The Board of Directors shall be composed of the number of Directors
as determined by the Members, but in no event shall there be
fewer than five (5) or more than fifteen (15) Directors. Directors
must represent Membership Representation Groups as determined
by the Board of Trustees. Until the Members of the Chapter
elect to change the size of the Board of Directors, the Board
of Directors shall consist of Nine (9) Directors which
shall include two (2) Community Association Volunteers, two (2)
Community Association Managers, two (2) Business Partners, and
three (3) At-Large Members.
The composition of At-Large seats on the Board of Directors
shall not provide any one membership category with more than
fifty percent (50%) of the seats on the Board of Directors.
SECTION 3. Term of the Board. The
Chapter’s Board
of Directors shall establish the term of office as either two
(2) or three (3) years. If the term of office is two (2)
years, the term of office of one-half (1/2) (or a fraction as
near to ½ as possible) of the Directors shall expire at
each annual meeting. If the term of office is three (3)
years, the term of office of one-third (1/3) (or a fraction as
near to 1/3 as possible) of the Directors shall expire at each
annual meeting. If the aggregate number of Directors is changed,
terms shall be established so that depending on the term, one
half (1/2) or one-third (1/3) of the total number of Directors
is elected each year. A member may serve on the Board of Directors
for a total of six (6) years. Those years of service do
not have to be consecutive. After a Member has served for
six years, they may not serve again for three years. At
that time, they begin the process of accumulating their six (6)
years again. Counting of the initial six (6) years will
begin on January 1, 2005.
SECTION 4. Nomination and Election of Directors.
a. Except as
otherwise provided in these Bylaws, each Member in good standing
shall be eligible for nomination to serve as a Director. Nominations
of individuals to serve as Directors shall be made by the nominating
committee in accordance with these Bylaws and such rules and
procedures as may be established from time to time by the Board
of Directors. Nominations of individuals to serve as Directors
may also be made by written petition signed by one or more
Members.
b. The Nominating
Committee shall submit to the Members at least 60 days before
the date set for the election of Directors a written report
specifying the Director Election Date, and setting forth a
slate of nominees to serve as Directors. Such slate shall be
comprised of one nominee for each of the available seats on
the Board of Directors that are to be filled. The slate shall
designate the Membership Representation Group to be represented
by each nominee. Petitions for nominees to serve as Directors
must be received by the nominating committee at least 30 days
before the election date. If any petition is received within
such time, the nominating committee shall, at least 30 days
before the election date, submit to the Members a written ballot
containing the names of all eligible nominees, indicating,
for each nominee, whether he or she was nominated by the nominating
committee or by petition. The ballot shall indicate the date
by which it must be returned in order to be counted and such
other information as may be required by state law. The
persons receiving the most votes shall be elected.
c. If no petitions are received by the nominating committee
within the time prescribed in these Bylaws, then, on the election
date, the Secretary shall cast a unanimous ballot for the slate
of nominees nominated by the nominating committee and such nominees
shall be declared elected Directors of the Chapter.
SECTION 5. Meetings. The Board of Directors shall hold
at least one meeting quarterly at such time and place as the
Board of Directors may determine. In addition, the Board of Directors
shall meet upon the call of the President, or upon the written
request of one-third (1/3) of the Directors at such time and
place as the President or Secretary, as the case may be, may
designate.
SECTION 6. Conference Calls. Any or all Directors may
participate in duly called meetings of the Board of Directors
by means of conference telephone or by any means of communication
by which all persons participating in the meeting are able to
hear one another, and such participation shall constitute presence
in person at a meeting.
SECTION 7. Notice of Meetings. Notice of meetings of
the Board of Directors may be given orally or in writing and
shall be given to each Member of the Board of Directors, at least
72 hours before the time appointed for the meeting, except in
an emergency.
SECTION 8. Waiver of Notice. Whenever any notice is required
to be given to any Director under these Bylaws, a written waiver
thereof, signed by the Director or Directors entitled to such
notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice. Presence without
objection also waives notice.
SECTION 9. Action by Written Consent. Any action required
or permitted to be taken at a meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if
a written consent setting forth the action so taken shall be
signed by all Members of the Board of Directors or of such committee,
as the case may be, and such unanimous written consent shall
have the same force and effect as a unanimous vote at a meeting
of the Board of Directors or at a meeting of such committee,
as the case may be. All such action shall be reported at the
next duly called meeting of the Board of Directors.
SECTION 10. Quorum; Acts of the Board.
One-third (1/3) or more of the number of Directors shall constitute
a quorum for the transaction of business at any duly called
meeting of the Board of Directors. At any duly called meeting
of the Board of Directors at which a quorum is present, the
act of a majority of the Directors present and voting shall
be the act of the Board of Directions on any matter, except
with respect to public policy issues or where the act of a
greater number of Directors is required by law, the Articles
of Incorporation or these Bylaws. If a quorum is not present
at any duly called meeting of the Board of Directors, a majority
of the Directors present may adjourn the meeting from time
to time, without further notice, until a quorum is present.
SECTION 11. Votes on Matters Related to Public Policy.
All matters involving a public policy position of the Chapter
must be adopted by a two-thirds (2/3) vote those Directors
present and voting at a duly called meeting of the Board of
Directors, a quorum being present, and must not be inconsistent
with the policies, goals and objectives of CAI.
SECTION 12. Resignation or Removal. Any Director may
resign by presenting a written resignation to the President or
Secretary, and such resignation shall take effect at the time
specified therein, or, if no time is specified, at the time of
receipt thereof by the President. Any Director unable to attend
a duly called meeting of the Board of Directors shall advise
the President as to the reason for the absence. If a Director
has three consecutive absences from duly called meetings of the
Board of Directors without the Board excusing such absences,
such Director shall be deemed to have resigned as a Director;
provided, however, that the Board of Directors may waive this
provision in particular cases. A Director may be removed from
office, with or without cause, by a two-thirds (2/3) vote of
the Members; provided, however, that such Director shall be afforded
an opportunity to be heard, either orally or in writing, prior
to any such action.
SECTION 13. Vacancies. Any vacancy occurring on the
Board of Directors may be filled by the affirmative vote of a
majority of the then Members of the Board of Directors, even
though less than a quorum of the Board. Any Director elected
to fill a vacancy shall serve through the end of the unexpired
term of his/her predecessor in office.
SECTION 14. Reimbursement of Expenses. No Director shall
be compensated for serving as a Director; provided, however,
that the Board of Directors may reimburse any Director for reasonable
out-of-pocket expenses incurred as budgeted and authorized by
the Board of Directors.
ARTICLE VII
OFFICERS
SECTION 1. Officers. The elected officers of the Chapter
shall be a President, a President-elect, a Vice President, a
Treasurer and a Secretary. The Board of Directors may from time
to time appoint such other officers as the Board may deem necessary
or advisable.
SECTION 2. Qualifications, Election and Term of Office.
The officers of the Chapter, with the exception of President,
shall be elected from among the Directors each year by the Board
of Directors by a majority vote of the Board. The President taking
office each year shall be the President-elect who was in office
immediately before the election of officers. Each officer will
serve for a term of one year and until a successor has taken
office.
No more than two individuals from the same Membership Representation
Group, may serve as officers of the Chapter at the same time.
SECTION 3. Removal.
Any officer may be removed by a majority vote of the entire
Board of Directors if, in the judgment of the Board, the best
interests of the Chapter would be served by such removal.
SECTION 4. Vacancies.
Vacancies in any office, with the exception of President, may
be filled for the balance of the remaining term by the Board
of Directors at a meeting of the Board in accordance with such
rules and procedures as may be established by the Board. In the
event of a vacancy in the office of President, the President-elect
shall act as President for the unexpired portion of the term
of office of the predecessor in such office and shall succeed
to such office upon the expiration of the term.
SECTION 5. President. The
President shall be the chief elected officer of the Chapter,
shall be a Member of the executive committee, if any, and shall
preside at all meetings of the Members, the Board of Directors
and the executive committee, if any. Unless otherwise provided
in these Bylaws or directed by the Board of Directors, the
President shall appoint all committees. The President shall
have the authority to represent the Chapter and act in its
name in accordance with the declared policies of the Chapter
and CAI. The President shall communicate to the Members of the
Chapter and to the Board of Directors such matters and make suggestions
as may tend to promote and further the purposes and objectives
of the Chapter and CAI, and the President shall perform such
other duties as are necessary or incident to the office of President
or as may be assigned by the Board of Directors. The President
shall be responsible for satisfying the directives of the Board
of Directors.
SECTION 6. President-elect. The
President-elect shall perform the duties of the President in
the President’s
absence or in the event of resignation, removal or inability
or refusal to act. The President-elect, when so acting, shall
have all the powers and responsibilities of the President. The
President-elect shall also perform such duties as may be assigned
by the President or the Board of Directors.
SECTION 7. Vice President. The
Vice President shall perform the duties of the President-elect
in the President-elect’s
absence or in the event of resignation, removal or inability
or refusal to act of the President-elect. The Vice-President,
when so acting, shall have all the powers and responsibilities
of the President-elect. The Vice President shall also perform
such other duties as may be assigned by the President or the
Board of Directors. The Vice-President shall not succeed
to the presidency unless so determined by a majority vote of
the Board.
SECTION 8. Treasurer. The
Treasurer shall be the custodian of Chapter funds and securities,
shall oversee the establishment of proper accounting procedures
for the handling of the Chapter’s
funds, shall be the disbursing officer for the Chapter and shall
report on the financial condition of the Chapter at all meetings
of the Board of Directors and at other times as called upon by
the President of the Chapter. The Treasurer shall perform all
other duties incident to the office of Treasurer.
SECTION 9. Secretary. The Secretary shall be responsible
for the keeping of complete and accurate minutes of all meetings
of the Members, the Board of Directors and the executive committee,
if any. The Secretary shall perform all other duties incident
to the office of Secretary.
SECTION 10. Chapter Staff. The Board of Directors may
appoint an executive director to manage the operations of the
Chapter within the authority delegated by the Board of Directors.
SECTION 11. Salaries; Reimbursement of Expenses.
No elected officer of the Chapter shall be compensated for
serving as an officer. Officers may be reimbursed for
reasonable out-of-pocket expenses incurred by them in performing
their duties as officers, as budgeted and authorized by the
Board of Directors.
ARTICLE VIII
COMMITTEES
SECTION 1. Executive Committee.
a. Unless otherwise directed by the Board of Directors, the
executive committee of the Board of Directors shall be comprised
of the President, the President-elect, the Vice President, the
Treasurer and the Secretary. The executive committee shall have
and exercise all of the authority of the Board of Directors including
all actions specified in these Bylaws as actions to be taken
by the Board of Directors where it is necessary or desirable
to do so between meetings of the Board of Directors except that
the executive committee shall not have the authority to: (1)
amend, alter or repeal these Bylaws, (2) elect, appoint or remove
any Director or officer of the Chapter, (3) adopt a resolution
proposing an amendment to the Articles of Incorporation, (4)
adopt a plan of merger or consolidation with another corporation,
(5) acquire or authorize the sale, lease, exchange or mortgage
of any real property of the Chapter, (6) authorize the sale,
lease, exchange or mortgage of all or substantially all of the
personal property and assets of the Chapter, (7) authorize or
institute proceedings for the voluntary dissolution of the Chapter,
(8) adopt a plan for the distribution of the assets of the Chapter
or (9) amend, alter or repeal any resolution of the Board of
Directors. The executive committee shall act by vote of a simple
majority of the executive committee on any matter. The executive
committee shall make due report of its actions to the Board of
Directors whenever so required. The President shall serve as
the chairperson of the executive committee.
b. The executive committee is authorized to receive, hold,
invest, manage, allocate and apply on behalf of the Chapter and
in the furtherance of its purposes and objectives, all income
received by the Chapter and all real and personal property received
or owned by the Chapter. [Where there is no Finance Committee:]
The executive committee shall, in accordance with such procedures
as may be established by the Board of Directors from time to
time, recommend a budget to the Board of Directors for each fiscal
year.
SECTION 2. Nominating Committee. Each year the Board
of Directors shall designate a nominating committee that shall
consist of the immediate past president of the Chapter, the President-elect
and at least three other Members of the Chapter who are not elected
officers of the Chapter and who are not running for election.
At least one Member of the Nominating Committee shall be a Community
Association Volunteer and no more than two (2) Members of the
Nominating Committee may be from the same Membership Representation
Group. Unless otherwise directed by the executive committee,
the immediate past president of the Chapter shall serve as chairman
of the nominating committee.
SECTION 3. Other Committees. Unless otherwise provided
in these Bylaws or directed by the Board of Directors, the President
shall appoint such other standing or special committees, subcommittees,
task force or boards as may be required by these Bylaws or as
may be deemed necessary or appropriate by the President.
SECTION 4. Reimbursement of Expenses. Members of the
executive committee may be reimbursed for reasonable out-of-pocket
expenses incurred by them in performing their duties as Members
of the executive committee, as budgeted and authorized by the
Board of Directors.
ARTICLE IX
LIMITATIONS OF LIABILITY; INDEMNIFICATION
SECTION 1. Limitations
of Liability. Nothing herein shall
constitute Members of the Chapter as partners for any purpose.
No Member, officer, director, agent, representative or employee
of the Chapter shall be liable for any act or failure to act
on the part of any other Member, officer, director, agent, representative
or employee of the Chapter, nor shall any Member, officer, director,
agent, representative or employee of the Chapter be liable for
any act or failure to act under these Bylaws, except acts or
failures to act arising out of such person’s willful misfeasance.
SECTION 2. Indemnification. The
Chapter shall indemnify and hold harmless, to the fullest extent
now or hereafter permitted by law, each current and former
director, officer, employee, agent and representative of the
Chapter who was or is made a party to or a witness in or is
threatened to be made a party to or a witness in, or is otherwise
involved in, any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director,
officer, employee, agent or representative of the Chapter,
whether the basis of such proceeding is alleged action or failure
to take action in an official capacity, against any and all
expenses (including attorneys’ fees
and disbursements), liabilities (including judgments, fines,
excise taxes and penalties), amounts paid in settlement, and
amounts expended in seeking indemnification granted to such person
under applicable law or these Bylaws, actually and reasonably
incurred by such person in connection with such proceedings.
The Chapter shall pay expenses (including attorneys’ fees
and disbursements) incurred by a current or former director,
officer, employee, agent or representative of the Chapter in
connection with the investigation, defense, settlement or appeal
of any proceeding that such person was or is made a party to
or a witness in or is threatened to be made a party to or a witness
in, or is otherwise involved in, by reason of the fact that such
person is or was a director, officer, employee, agent or representative
of the Chapter. The rights of indemnification and advancement
of expenses provided herein shall not be deemed exclusive of
any other rights that any person seeking indemnification or advancement
of expenses may have or hereafter be entitled to claim or exercise.
ARTICLE
X
MISCELLANEOUS
SECTION 1. Fiscal Year. The fiscal year of the Chapter
shall be determined by the Board of Directors.
SECTION 2. Contracts, Checks, Drafts, etc. Except as
otherwise provided in these Bylaws, all contracts and all checks,
drafts, notes, acceptances, endorsements and other evidences
of indebtedness may be signed on behalf of the Chapter only by
the President, the executive director or such other officers
and agents of the Chapter as the Board of Directors or the executive
committee may authorize.
SECTION 3. Loans. No loans shall be made or obtained
on behalf of the Chapter, and no negotiable instruments other
than checks shall be issued in its name, unless and except as
authorized by the Board of Directors.
SECTION 4. Deposits. Unless otherwise directed by the
Board of Directors, all funds of the Chapter shall be deposited
in such depositories as the executive committee or the President
may select, or as may be selected by another officer or agent
authorized by the executive committee.
SECTION 5. Procedures. All meetings of the Members,
the Board of Directors and the executive committee shall be governed
by the rules set forth in the latest edition of Robert’s
Rules of Order, Newly Revised, as long as such rules are
not in conflict with these Bylaws or with rules and procedures
established by the Board or the executive committee.
SECTION 6. Seal. The Chapter shall have a seal of such
design as the Board of Directors may adopt, and it may be used
by the Secretary in accordance with such rules and procedures
as may be adopted by the Board of Directors.
SECTION 7. Dissolution. Upon dissolution of the Chapter,
all of its assets shall be distributed to CAI, or its successor.
SECTION 8. Loss of Charter. This chapter may be decertified
by a vote of the Board of Trustees, as provided in the policies
and procedures of CAI. In such event, the Chapter agrees to be
bound by the CAI policies.
SECTION 9. Waiver of Notice. Whenever any notice is
required to be given under applicable law, the Articles of Incorporation
or these Bylaws, a waiver of such notice in writing signed by
the person entitled to such notice, whether such waiver is signed
before or after the time for notice has expired, shall be deemed
the equivalent of the giving of such notice.
SECTION 10. Transitional Procedures. Any and all actions
taken pursuant to the Bylaws of the Chapter as in effect prior
to the date of adoption hereof shall remain in full force and
effect unless and until expressly changed or revoked pursuant
hereto, The Board of Directors shall adopt such provisions for
effecting a transition to the requirements of these Bylaws (including
without limitation, provisions for converting the composition
of the Board of Directors of the Chapter) as it deems necessary
and proper.
SECTION
11. Notices. Unless otherwise prohibited by these
Bylaw or state law, all notices and other communications
required by these Bylaws or state law shall be in writing and
shall be given by:
(i) Personal delivery;
- United States mail, first class,
postage prepaid;
(iii) Statutory overnight delivery;
(iv) Electronic mail;
(v) Facsimile; or
(vi) A secure web site, provided that notice shall be deemed
given via web site only upon proof that the addressee has retrieved
the message.
ARTICLE XI
AMENDMENTS
These Bylaws may be amended, repealed or altered, in whole
or in part, by the affirmative vote of two-thirds (2/3) of the
Members of the entire Board of Directors at a duly called meeting
of the Board at which a quorum is present; provided, however,
that the notice of such meeting must be in writing and sent to
all Directors, must describe, generally, the scope and nature
of the amendment, revision or alteration to the Bylaws, and must
state that a purpose of the meeting is to vote on such proposed
amendment, revision or alteration to the Bylaws.
EXHIBIT
A –SAMPLE CONFLICT
OF INTEREST POLICY
EXHIBIT A
SAMPLE
Conflict of Interest Policy
The CAI Chapter
Board of Directors owe a duty of loyalty to Community Associations
Institute (CAI) which requires that in serving CAI they act,
not in their personal interests or the interests of others,
but rather solely in the interests of CAI. Directors
must have undivided allegiance to CAI’s mission and public
policies, and may not use their positions as Directors, information
they have about CAI or strategies related to their activities,
in a manner that allows them to secure a pecuniary or any other
benefit for themselves, their relatives, or other organizations
they belong to or serve.
The conduct
of personal business between the Director and CAI is
discouraged. Business transactions involving CAI in which
a Director has an interest shall not be prohibited, but shall
be subject to close scrutiny. Such proposed transactions
shall be reviewed carefully to determine that those transactions
are in the best interests of CAI will not lead to a conflict
of interest. The language in the foregoing sentence is,
to an extent self-contradictory. Any matter in which one
has a personal interest is, de facto, a conflict of interest.
The issue is
whether, despite the conflict, the transaction is commercially
reasonable and in the best interests of CAI. For the purposes
of this policy, a Director has an interest in a proposed transaction
if the Director has a financial interest in the transaction
that is not shared by the membership at large or a substantial
portion of the membership of CAI, or has a financial interest
in any organization involved in the proposed transaction (except
an interest as a shareholder in a publicly traded company)
or holds a position as trustee, director, general manager,
or principal officer in any such organization.
Prior to participating
in any briefings, discussions, strategy sessions or Chapter
activities that affect any programs or interests of other organizations
to which Directors are affiliated or which affect a Director
personally, the Director must make full disclosure to the best
of their knowledge of any interest inconsistent
with this policy or other chapter activity to the President of
the Chapter Board of Directors.
A Director with a dual interest in a proposed issue or position
shall not vote on or participate in a discussion of the matter.
A Director shall not use inside information about CAI for
his/her personal benefit or for the benefit of any other organization,
or use such inside information or his/her position as a Director to
the detriment of CAI. Inside information is information
obtained by a Director through the Director ’s position
that has not become public information.
Each Director has a duty to place the interests of CAI
and adherence to CAI’s interests foremost in any dealings
involving CAI and has a continuing responsibility to comply with
the requirements of this Policy. On an annual basis, each
Director is required to complete a Director Disclosure
Statement.
Adopted by the CAI Chapter Board of Directors on (DATE)
Director Disclosure
Statement
The Director Disclosure
Statement is designed to help Directors meet their continuing
responsibility to disclose potential conflicts of interest.
Part A of this
Director Disclosure Statement provides
instructions that should be retained by each Director and
used as necessary during their current term of service to report
potential conflicts of interest as they may arise. In Part
B, you are requested to list all organizations, associations,
or businesses in which you are involved that do business with
or compete with Community Associations Institute (CAI) or a Chapter
of CAI. Part C is a year-end report in which you are requested
to describe any business transaction with CAI or a Chapter of
CAI during the past year in which you had an interest.
Parts
B and C of this form should be filled in, signed at the bottom,
and returned as soon as possible to the attention of CAI
CHAPTER AND ADDRESS. You may also fax your
completed form to the Chapter Office at FAX NUMBER.
Part
A. Instructions for
Disclosure of Potential Conflicts of Interest
(Retain for Future Use)
If you have reason to believe that you may have any interest
inconsistent with the Conflict of Interest Policy in
a proposed issue, transaction, business or public policy
position, you must prepare a brief letter to the President of
the Chapter Board describing your potential conflict of interest. This
letter must be provided to the President of the Chapter Board and
you must receive a response from the President of the Chapter
Board before beginning any negotiations or participating in any
discussions relating to the transaction or topic of your potential
conflict of interest.
A Director is considered to have an “interest” in
a transaction, issues, strategy or public policy position
if he, she, the business entity with which such person is associated
or any family member: (1) has a direct or indirect financial
interest in it; or (2) is a member of an association, organization,
or business involved in or affected by the proposed transaction,
issue, or policy; or holds a position as a trustee, director,
general manager, principal officer, or is staff in any such association,
organization, or business. A Director will not be considered
to have an “interest” if the general membership of
CAI or all members of the same membership category as the Director share
the same predisposition or bias.
A potential
conflict of interest will be reviewed carefully and measures
will be provided to ensure that the interests of CAI are not
adversely affected or abrogated. A Director shall
not participate in any manner in the subject of the potential
conflict of interest, unless the Director is first provided
with written authorization. Such prohibited participation
includes any discussions or votes relative to the subject of
the conflict of interest and any attempts made to affect the
position of other Directors. Any question concerning
whether a potential conflict of interest exists must be disclosed,
in writing, to the President of the Chapter Board.
Part
B. Organizations, Associations,
or Businesses Doing Business with or Competing With Community
Associations Institute in Which You Have an Interest
In the space below, please list all organizations, associations
or businesses in which:
(1) you have a substantial financial interest, or (2) you are
a member, hold a position as a trustee, director, general manager,
principal officer, or employee, if these organizations, associations
or businesses engage in business transactions with Community
Associations Institute or the Chapter or compete in any way with
Community Associations Institute. Enter “N/A” if
you have no organizations to report.
Name
of Organization, Association, Nature
of Your Interest in the
or Business Organization,
Association, or Business
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
(Attach additional sheets if necessary.)
I certify that the above information is correct to the
best of my knowledge.
Name
of Director : __________________________________________________
Signature: ______________________________________________________________
Date: ______________________________
(Please return Part B to
the attention of.)
Part
C. Transactions During
the Fiscal Year Ending December 31, 2005.
In the space
below, please provide a description of any and all business
transactions of CAI or the Chapter during the past fiscal year
in which (1) you have a substantial financial interest, or
(2) that involve an organization, association, or business
in which you have a substantial financial interest, or (3)
that involved an organization, association, or business in
which you hold a position as trustee, director, general manager,
principal officer, or staff. Include a brief description of each
transaction, and a description on your interest in the transaction. Enter “N/A” if
you have no transactions to report.
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(Attach additional sheets if necessary.)
I certify that the above information is correct to the
best of my knowledge.
Name
of Director : __________________________________________________
Signature: ______________________________________________________________
Date: ______________________________
(Please return Part C to the attention of.)
EXHIBIT
B – SAMPLE COLLECTION/NON
SERVICE POLICY
This should be referenced in the bylaws, but should remain
a separate document of the bylaws.
It is the
policy of the organization to complete customer orders and forward
an invoice for the merchandise. Invoices
for services will be sent immediately following completion
of the service.
On or about thirty (30) days after the date of the original
invoice, statements will be mailed to customers accompanied by
copies of outstanding invoices.
On or about
forty-five (45) days after the date of the original invoice,
a person will contact the customer via telephone and e-mail
and attempt to collect the amount due. A record
will be kept of telephone and email contacts.
If 60 days
elapsed without payment, the account will be turned over to
the organization’s collection agency if the amount
is $500 or less. If the debt exceeds this figure, the account
will be handled by the organization’s attorney. At
this time, the member will be sent a letter notifying them that
the account has been turned over for collection and that the
member will no longer be eligible to receive benefits from the
CAI NAME Chapter until the debt is cleared. The Chapter
may not refuse membership. However, the chapter may withhold
member services (i.e. listing in chapter directory, advertising
in chapter publications and attendance at chapter events).
A Bad Dept Collection Activity Record
will be maintained to track telephone calls, collection agency
action and attorney use concerning the customer. |
