Wisconsin Apartment Association By-Laws
ARTICLE I PURPOSE OF THESE BYLAWS
These Bylaws shall govern this Association and its members in order to promote its purposes and achieve its objectives, as set forth in the Corporate Charter and these bylaws.
ARTICLE II OBJECTIVES
The objectives of this Association shall be:
- Section 1. Unite - To unite those engaged in the ownership and management of residential rental properties in Wisconsin for the purpose of exerting a beneficial influence upon the profession and related interests.To unite those engaged in the ownership and management of residential rental properties in Wisconsin for the purpose of exerting a beneficial influence upon the profession and related interests.
- Section 2. Promote - To promote and maintain high standards of conduct in the residential rental industry
- Section 3. Advance - To safeguard and advance the interest of residential rental owners and managers through political activism.
- Section 4. Improve - To foster the constant improvement of residential rental ownership, management techniques and operating practices through education.
ARTICLE III FISCAL YEAR
Section 1. - Fiscal Year - The fiscal year for the Association shall be January 1st through December 31st.
ARTICLE IV MEMBERSHIP
Membership in the Association shall be available to persons, firms or corporations who agree in writing to abide by the Bylaws and the Code of Ethics of the Association and become a member via three categories:
- Section 1 - Large Members (ALM) Any owner of rental property or property manager, may be an ALM. ALM join directly with WAA. This is membership is an option where there is currently not a local affiliate of WAA.
- Section 2 - Local Apartment Association Members (LAAM) Any owner of rental property or property manager, who is a member of a Local Apartment Association currently affiliated with WAA. That is to say, the Local Apartment Association agrees to work together with WAA for the good of all rental property owners throughout Wisconsin. In addition, the Local Apartment Association must assure that (except for local vendors) all of its local members are also members of WAA.
- Section 3 - Associate Members (AM) Any person, firm or corporation, or other organization that supplies or supports the rental industry can be an Associate Member. Associate Members are entitled to advertising, as set by the Board of Director and are offered, for a fee, a booth at any trade show,convention, or conference offered by the Association. AM have no voting rights within the Association.
- Section 4. - ALM and LAAM are members of the Board of the Whole, which meets twice per legislative session to set Legislative goals and to assess the achievement of those goals. Each member shall have one vote.All dues are set by the Board of Directors based upon projected budgets to achieve the goals of the Association and Legislative goals set by the Board of the whole
ARTICLE V AFFILIATED LOCAL ASSOCIATIONS
- Section 1. Charters - To be granted an affiliation with the Wisconsin Apartment Association (WAA), a written application must be submitted to the Association, which shall specify a proposed name of the local affiliate and the approximate geographical area of service. The local association shall become a WAA affiliate upon approval of the charter application by the WAA Board of Directors and notice to the general membership of the WAA. The presentation of the Charter Documents to the affiliate shall include the Charter, these Bylaws, the WAA Code of Ethics, and WAA Charter Policies.
- Section 1(a). Geographical Areas - There shall be seven (7) geographical regions for the state, with all local Affiliates falling within one of the seven regions, which are established and published by the Board of Directors. The delineation of a region is not based on population or membership. The boundaries of each region may be changed by the Board of Directors, which change will become effective the following year. Those Regions are as follows: Southeast, South Central, Southwest, East Central, Central, Northwest, and Northeast.
- Section 2. Charter Name - The charter granted to any group shall specify a name for the local affiliate, which name shall be the property of the WAA as the chartering organization. Any local apartment association not affiliated with WAA applying to join WAA may use the current name of their local as their name for their charter name, as long as it does not conflict with the name of any other current local affiliate.
- Section 3. Member List - Each local affiliate shall summit to the Association, in a timely manner as specified by the Board of Directors, a list of names and addresses of the entire membership of the affiliate, with the local affiliate's officers shown at the beginning of such list, using the method recommended by the Board of Directors, including the future use of the WAA website.
- Section 4. Size - Each local affiliate shall be comprised of not less than five (5) members in good standing, hold at least two (2) meetings per year, and have four (4) communications with its members per year. Unless, this requirement is waived by the Board of Directors and such waiver shall be reviewed by the Board of Directors on an annual basis.
- Section 5. Bylaws not to conflict The Bylaws of the local affiliated association shall not conflict with the Charter and Bylaws of the WAA. Changes in the bylaws of the WAA may require a change in the bylaws of each affiliate. Changes to WAA Bylaws shall be published to all members. Local affiliates shall be allowed six months after such publication and notice to comply with this provision.
- Section 6. Code of Ethics - Each local affiliate shall require their entire membership to sign and conform to the Code of Ethics of the Wisconsin Apartment Association.
- Section 7. Forward Dues - Each association shall report member's information and pay dues for all members of the local affiliate within fifteen (15) days of receipt by the local affiliate of the member's payment using the method recommended by the Board of Directors, including the future use of the WAA website.
- Section 8. Associate Members - Firms and corporations who are members of an affiliated local association shall designate one individual member of such organization to represent in the local affiliate. However, all employees of a member firm or corporation are recognized as members at any local state event, for purposes of establishing entry fees for special events or for member discounts which may be mad available.
- Section 9. Not liable for Debt - Local affiliates agree to forward all dues as specified in these bylaws. The local associated affiliates, their officers, or members elected or appointed to serve on Board of Directors are not financially liable for the debt of the Wisconsin Apartment Association.
ARTICLE VI MEETINGS OF MEMBERS: The Board of the Whole
- Section 1. Meetings - The Board of Directors shall establish and set at least two meetings of the Board of the Whole. The first will be timed with the beginning of the Wisconsin Legislative Session and the purpose of the meeting shall be to report to the members of the currents status of the Association and most importantly to discuss and establish Legislative Goals. A second meeting, towards the end of the Wisconsin Legislative Session will be to report to the membership the achievements of goals. Generally, this meeting is to be held at the Association Annual Banquet held in October each year.
- Section 2 Special Meetings - The Board of Directors may conduct meetings with the Board of Directors and/or the Board of the Whole together and in person, or may explore the use Internet video meetings to attempt to get the largest audience possible. Special meetings of the board of the whole can be called by the Board of Directors to deal with extraordinary issues that arise. The Chairperson of the Board will lead these meetings with reports from all Directors to be given regarding activities that fall under their leadership.
- Section 3 Notice - Notice of all meetings of the membership shall be given by email to each member showing the date, hour, and place of such meeting at least fifteen (15) days in advance.
- Section 4 Quorum - A quorum of the Board of the Whole shall consist of the majority of the membership present at any meeting convened in accordance with these Bylaws.
- Section 5. Majority - A simple majority of the members present at any meeting shall be required to pass any item of business at a properly convened meeting.
- Section 6 Rules of Order - Roberts Rules of Order shall be followed at all meetings of the Association.
ARTICLE VII THE GOVERNING BODY
Section 1. The Board of Directors - The Board of Directors shall consist of a Director of Legislative Affairs, a Director of Municipal Affairs, a Director of Membership & Website, Director of Legal Affairs, Director of Financial Affairs, Director of Records, Director of Education & Conference, and Past President/Chairperson. The Chairperson of the Board shall be elected from within the above Directors, except that they shall not be the Director of Financial Affairs or the Director of Records.
- (a) The officers of the Board of Directors shall be elected by a simple majority of the votes cast by the Board of the Whole. The The election shall be conducted by a digital ballet, which shall be distributed to the Board of the Whole in a timely manner, to allow for installation of officers at the next meeting of the Board of the Whole. (b) Each officer shall be elected for a term of two years. The term of office shall begin on January 1st. Officers shall serve until their successors are elected and installed in accordance with these Bylaws.
- (c) The Board of Directors shall nominate members of good standing (dues paid and conforming to the WAA code of Ethics) to the Board of the Whole to confirm.
- (d) Vacancies to the Board of Directors due to death, resignation, or removal shall be filled by the appointment of the Chairperson of the Board of Directors, with the confirmation of the Board of Directors required. This Confirmation may be obtained by letter, electronic mail, or telephone.
- (e) The Board of Directors shall be responsible for supervising day-to-day operations of the association; shall supervise, hire and terminate personnel; shall act in emergencies when a meeting of the Board of the Whole cannot be called; shall set the agenda for meetings of the Board of the Whole; shall implement the policies and plans of the Board of the Whole; and shall perform such other duties as are assigned by the Board of the Whole.
(f) A quorum of the Board of Directors at any meeting shall consist of 51% of the Board members. Board meetings shall be held in person, electronic mail, or Internet-based meetings as outlined in these Bylaws.
ARTICLE VIII DUTIES OF OFFICERS
The Directors represent the entire membership of the Association and shall attend Board of Director and Board of the Whole meetings, as well as other meetings which may be required. The Chairperson, or the Vice Chairperson acting in the absence of the Chairperson, will cast the deciding vote in the event of a tie vote.
- Section 1. Chairperson of the Board - The Chairperson shall preside at all meetings of the Association, including but not limited to the Board of Directors and the Board of the Whole. The Chairperson shall appoint all committees in accordance with the provisions of these Bylaws. The Chairperson shall cast the deciding vote in case of a tie at all meetings over which he/she presides and shall be an ex officio members of all committees of the Association. The Chairperson will not act as the Director of Financial Affairs or the Director of Records.
- Section 2. Vice Chairperson of the Board - The Vice Chairperson shall perform all duties of the Chairperson in case of the Chairperson's absence or inability to serve. The Vice Chairperson is selected from within the members of the Board of Directors, by the Board of Directors.
- Section 3. Director of Financial Affairs - Director of Financial Affairs shall have charge of funds of the Association and of their disbursement subject to policies established by the Board of Directors and shall be responsible for safekeeping of all financial records of the association.
- (a) He/she shall render or cause to be rendered a monthly income/expense statement to the Board of Directors and an annual financial report to the membership at the regular annual meeting.
- (b) He/she shall prepare a budget of the Association based upon discussion and decision of the Board of Directors.
- (c) The Director of Financial Affairs is in charge of the official disbursement of funds, though the Chairperson of their designee. He/she shall also be able to disburse funds in the absence of the Director.
- Section 4. Director of Records: The Director of Records shall keep the minutes of all business meetings of the Board of Directors and the Board of the Whole.
- (a) He/She shall promptly, after each meeting, be responsible for the dissemination of the minutes to each member of the Board of Directors.
- Section 5. Director of Legislative Affairs: The Director of Legislative Affairs will work hand in hand with the Director of Municipal Affairs on all Legislative issues, statewide and local, as set by the Board of the Whole and any new arising issues affecting the renal industry.
- Section 6. Director of Municipal Affairs: The Director of Municipal Affairs will work hand in hand with the whole and any new arising issues affecting the renal industry.
- Section 7. Director of Legal Affairs: The Director of Legal Affairs will keep in touch with all issues of legal cases and legal issues, both statewide and locally. This Director will guide these matter as directed by the goals of the Board of the Whole and as decided by the Board of Directors on more recent situations.
- Section 8. Director of Membership & Website: The Director of Membership & Website will be responsible for working with all local chapters and their Membership Committees on issues relating to procuring new members, including assistance in forming new local chapters, and retention of current members, He/she will also be the contact person for any issues relating to the WAA website. This person will guide appropriate hired companies to make changes to the website and related issues as directed by the Board of Directors. He/she will also work with locals on adding and updating their information on the WAA website.
- Section 9. Past President/Chairperson The Immediate past President/Chairperson shall serve in an advisory capacity to the Chairperson and accept such responsibilities as designated by the Chairperson. Past President/Chairperson is a voting position.
- Section 10. Director of Education & Conference: The Director of Education & Conference shall be responsible coordinating the education for all WAA sponsored events, including but not limited to LED (Landlord Education Day) in spring and fall and online webinars. He/she will work with the Board of Directors in all areas where education to the members is provided and will work with the Director of Membership & Website to ensure all education and training materials/videos/classes are added to the WAA website.
ARTICLE IX MEETINGS OF THE BOARD OF DIRECTORS
- Section 1. Meetings - Regular meetings of the Board of Directors shall be held at least eight times each year, but generally should meet monthly. Meetings by electronic (video and telephonic) means are acceptable and general Rules of Order are to be followed. Email meetings are to be conducted as follows:
- (a) Rules of order for e-mail meetings Quorum [Robert's (S3, S39)
For an e-mail message to be part of a meeting, it must be sent to all members (with the exception of returned ballots). Other messages may be sent for caucusing or other off-line discussion, but these are not officially part of the meeting.
For a vote to be valid in the context of an e-mail meeting, a quorum of ballots must be returned. Unless otherwise provided for, this quorum is one half. This need for a vote quorum results from the fact that it is harder to know who is following an e-mail meeting than who is attending a face-to-face meeting; hence, the concept of a quorum based on attendance is less applicable to e-mail meetings.
An equipment malfunction among the membership that significantly interferes with reading, writing, or delivering e-mail requires the chair to recess or adjourn the meeting without a vote. E-mail meetings shall not be held when equipment malfunction is a significant hindrance.
- Call to order [Robert's (S3)]. -An e-mail meeting is called to order with a message from the chair containing a "subject" (or equivalent) line stating "Call to order" and a body beginning with "The e-mail meeting will come to order."
The call-to-order message should explain which meeting has been called to order, because unlike attendees at ordinary meetings, members may be participating in multiple simultaneous e-mail meetings.
- Minutes [Robert's (S3)].- Minutes consist of the full transcript of the meeting, comprising all of the e-mail messages that were part of it. Their accuracy can usually be assumed, so minutes need not be read or approved in e-mail meetings.
- Floor [Robert's (S3)]. - In face-to-face meetings, obtaining the floor prevents more than one person from speaking at the same time and gives various members a chance to be heard. Obtaining the floor is typically an arbitration process and is unnecessary in e-mail meetings because messages can be sent simultaneously by different members. In an e-mail meeting, the floor is trivially and implicitly obtained simply by sending an e-mail message to the membership, and rules of order for obtaining the floor are generally unnecessary.
- Voting [Robert's (S4)]. - When issues are decided by a vote, all voters may have to be present in the same room at the same time, as when secret ballots must be counted in the presence of the membership. However, a vote by e-mail shall be acceptable unless explicitly disallowed. To conduct an e-mail vote, a ballot is sent to the voting membership stating exactly what is to be voted on and containing at the beginning a clearly designated place for the member to mark a vote. The subject line (or equivalent) should contain the term "ballot."
The simplest kind of vote is the consensus vote. The ballot specifies that only nay votes need be returned. No nay votes means the measure is approved, so no vote quorum applies.
- (a) Rules of order for e-mail meetings Quorum [Robert's (S3, S39)
- If a vote is to be counted, the ballot should clearly designate the choices. Here are two hypothetical examples:
- I vote ________ (fill in "yes," "no," or leave blank).
- I vote for ____________ (fill in "Jones," "Miller," "Wang," or leave blank).
- In a verbose public vote, each voter e-mails a completed ballot to all members. In a terse public vote, completed ballots are returned to the sender. Voting may be conducted by the chair, the secretary, or the voting commissioner. The votes for each option are tabulated to produce a report that accompanies the announcement of the result. This report is sent after a deadline (by default, one full business day after ballot distribution). Ballots returned after the deadline but received before the report is sent are valid votes and must be included in the report.
- Secret balloting may be conducted by the voting commissioner, who must be trusted to maintain the confidentiality of the ballots and to count them reliably. Alternatively, special software can be used for balloting, or a brief, appropriately scheduled face-to-face balloting session may be needed.
- A voting deadline must be established and communicated to those voting. Only votes submitted by the deadline are to be counted.
- Voting commissioner [Robert's (S46)]. - Voting in e-mail meetings can be more complex than in face-to-face meetings, so it may be desirable to establish the office of voting commissioner. This person distributes ballots, receives and counts returned ballots, and announces results. The voting commissioner's integrity must be trusted if the office is to be a help rather than a hindrance to the conduct of the meeting.
- Section 2. Special Meetings - Special meetings of the Board of Directors shall be called by the Chairperson. Special meetings by electronic means, as described above, are acceptable.
- Section 3. Notice - Notice of regular and special meetings shall be given in writing to each Director showing the date, hour, and place of meeting at least ten (10) days in advance of such meeting.
- Section 4. Quorum - A quorum of the Board of Directors at any regular or special meeting of which proper notice has been given shall consist of 51% Directors.
- Section 5. Majority - A majority vote by the Directors present shall be required to pass any motion or conduct any business at any properly convened meeting.
ARTICLE X: COMMITTEES
Each of the Board of Directors and their designated position on the Board, shall, with the approval of the Board of Directors, be allowed to have other WAA members assist them in their positions, with the number and persons to be approved by the Board of Directors. In addition the following two (2) committees may be established:
- Section 1. Nominating Nominating Committee shall consist of at least the immediate past President. The committee shall be responsible for the development and presentation of a slate of candidates for election.
- Section 2. Ad Hoc Committees: From time to time the Board may appoint an Ad Hoc Committee for a stated purpose to accomplish a certain task for WAA, and such other committees as may be designated by the Board of Directors.
- (a) Objectives for each committee shall be established and published by the Board of Directors for the direction of the committee.
- Section 3. Meetings of Committees shall be governed by the following:(a) Meetings of committees shall be upon the call of the committee chairperson. Each chairperson shall designate a secretary who shall keep the minutes of the meeting. Minutes shall be provided in a timely manner to the Board of Directors.
- (b) A quorum for committee meetings shall consist of the members of such a committee present when properly called by a chairperson.
- (c) A majority vote at any committee meeting where a quorum is present shall determine any issue presented.
- (d) Committee action may also be determined by the vote of a majority of any committee when polled by email, telephone, or other Internet means. All decisions by these committees will be presented to the Board of Directors for final approval.
- Section 4. Liaison: The Board of Directors may appoint a Liaison from each of the seven regions of WAA for the purpose of helping with membership growth or any such other direction that the Board of Directors may give in efforts to grow and communicate with the entire membership of WAA.
ARTICLE XI DUES
- Section 1. Establish Dues - The dues of this Association shall be established annually by the Board of Directors and billed to the affiliated local associations, to be paid by each member in good standing of the affiliated local association.
- a) All members of all local affiliates shall pay the same amount, that which has been established by the Board of Directors, per membership type.
- b) Dues of Associate Members shall be paid by the individual directly to the State Association in the amount fixed by the Board of Directors. The Initial cost of this membership is $225 per year and such rate will be reviewed annually.
- c) Dues for Initial LAAM dues are $45 per year and are subject to annual adjustment by the Board of Directors.
- d) Dues for Initial ALM dues are $60 per year and may be adjusted by the majority vote of the Board of Directors based upon projected budgets.
- e) Members who belong to more than one local shall only pay state dues once. Such dues shall be paid through the local first joined.
- f) Local affiliates may accept, as local vendor members, without dues for this special membership class being owed to the WAA, those vendors who do not own or manage any residential rental units and who have already refused to become state associate members of WAA. Local affiliates may establish the amount of vendor membership dues, all of which payment may remain with the local. If a vendor services an area which contains more than one local affiliate, those local affiliates must decide what the cost of vendor membership will be in regard to multiple local affiliate memberships for those vendors.
- g) Dues for new members enrolled after July 1st of any year shall be half price.
AMENDMENT TO THE BYLAWS
The Bylaws of this Association may be amended, repealed or altered by a two-thirds (2/3) vote of the Board of Directors present at any regular or special meeting of the Directors provided a fifteen (15) day prior written notice with the proposed changes has been provided to all Directors. Questions relating to the amendment, repeal, or alteration of the Bylaws may be referred to a Bylaws Committee appointed by the President who shall make recommendations to the Board regarding such amendments; or the Board may act at its own discretion.
- Approved March 27, 1981
- Revised May 9, 1984
- Revised February 7, 1989
- Revised December 8, 1990
- Revised May 18, 1991
- Revised January 15, 1994
- Revised September 10, 1994
- Revised September 23, 1995
- Revised September 6, 1997
- Revised October 16, 1998
- Revised November 24, 2003
- Approved January 17, 2004
- Revised April 21, 2012
- Revised September 15, 2012
- Revised July 25, 2015
- Approved February 23, 2016