Revised January 30, 2015
ARTICLE I | Name, Principal Office, Purpose and Restrictions
1.01 Name. The name of the Association is the Rental Housing Association, a Washington nonprofit corporation.
1.02 Principal Office. The Board of Directors (Board) shall determine the location of the principal office of the Association.
1.03 Purpose. The purpose of the Association is to promote the interests of rental housing owners and operators to state and local legislative bodies, the news media and the general public. The Association will strive to assist members to maintain ethical business standards and provide appropriate service to the renting public. The Association will provide to its members educational programs and shared services which enhance their ability to serve rental housing consumers.
1.04 Restrictions. All policies and activities of the Association shall be consistent with:
a. Applicable federal, state and local antitrust and trade regulation laws;
b. Applicable tax-exemption requirements; and
c. All other legal requirements including the State of Washington Non-Profit Corporation Act under which this Association is incorporated and to which its operations are subject.
ARTICLE II | Members
2.01 Residential Rental Property Owner Membership. Residential Rental Property Owner voting membership in the Association is extended to individuals, partnerships, companies or corporations owning rental housing property in the State of Washington.
2.02 Rental Housing Property Management. Rental Housing Property Management voting membership in the Association is extended to licensed individuals, partnerships, companies or corporations providing fee management services to rental housing property owners in the State of Washington.
2.03 Vendor Membership. Vendor Membership is extended to individuals, partnerships, companies or corporations who commercially provide products and/or services to rental housing property owners and support the purposes of this Association.
2.04 Affiliate Membership. Affiliate membership is extended to individuals, partnerships or corporations who do not qualify for membership as residential Rental Property Owner or vendor members, but who have an interest in the affairs of this Association and support the purposes of this Association. Affiliate members have no voting rights nor may they be elected to the Board of Directors.
2.05 Member in Good Standing. A new member in good standing is one who has filed a complete membership application, has been approved by the Executive Committee and has paid their annual dues. A renewing member in good standing is one who has provided complete updated information regarding properties owned and has paid current dues and assessments.
2.06 Termination. A membership shall be suspended or terminated whenever the Executive Committee, in good faith determines that any of the following events have occurred: (a) resignation of member, on reasonable notice to the Association; (b) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (c) failure of a member to pay dues, fees, or assessments in the amount and under the terms set by the Board; and (d) occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications including compliance with the code of conduct.
2.07 Grievances and Discipline. A member that has received three or more grievances against them from different members within a twelve month period, even if resolved, shall be requested to meet with the Executive Committee to discuss the grievances.
A member may be suspended or have their membership terminated for cause by the Executive Committee after following the procedure prescribed below. Cause shall include a failure, in serious degree, to observe the Association's code of conduct and any other rules as prescribed by the Board.
The Executive Committee shall determine whether cause exists and the appropriate discipline, if any. The member shall be given an opportunity to refute the cause through written and/or oral testimony to the Committee. Said testimony to be provided within at least 15 days of the date of the written notification of the determination or within the time parameters set by the Committee. The Executive Committee shall then take appropriate actions, if any. Such Executive Committee action may be reviewed and/or amended by the Board upon a motion by a Board member.
2.08 Member Obligation to Follow Association Rules. These Bylaws constitute a binding legal agreement between the Association and its members which may be supplemented by amendments and actions of the Board. Each member of this Association agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board or voting members of the Association.
2.09 Member Liability. No member of the Association shall be personally or otherwise liable for any of the debts or obligations of the Association.
ARTICLE III | Dues
3.01 Dues. The Board shall set dues and fees, make assessments and set the terms of payment.
3.02 Delinquency. Any member of the Association who is delinquent in dues, fees or assessments by more than 30 days from the due date may be suspended or have their membership terminated as provided above.
3.03 Refunds. No dues will be refunded.
ARTICLE IV | Membership Meetings
4.01 Annual Membership Meeting. An annual meeting of the membership will be held at the place and on the date that the Board determines. At the annual meeting, the Nominating Committee shall present the slate from which the directors shall be elected, the Board shall report the activities of the Association to the members, and other business shall be transacted as may be properly brought before the meeting.
4.02 Special Meetings. Special meetings of the Association's membership may be called by the Chair, a resolution of the Board or written request of 40 or more of the members.
4.03 Notice. The Board must give Association members reasonable notice of all annual and special meetings. The notice must include a description of the business to be discussed and must be given at least 10 days (but not more than 90 days) before the meeting.
4.04 Quorum, Voting. The presence of 30 or more of the membership constitutes a quorum. A majority of members where a quorum is present is necessary to make a decision except where some other number is required by law. Each residential Rental Property Owner and vendor Member who has paid annual dues and is otherwise in good standing with the association shall be entitled to one (1) vote. In the case of corporate, company, partnership, or husband and wife as a member, upon joining, each such member shall designate the individual authorized to vote. Such designation may be changed in writing at any time. Proxy voting is not permitted. Mail or fax voting is permitted as specified in the Washington Nonprofit Corporation Act. Attendance by conference call is considered attendance at the meeting, but must be provided at the member's expense.
ARTICLE V | Board of Directors
5.01 Board of Directors. The Board is the governing body of the Association and has authority and is responsible for the supervision, control, and direction of the Association. All lawful authority for the general management of the Association is vested in the Board of Directors collectively. The Board may delegate the management of the operations of the association to the President, provided the Board shall retain the responsibility for the actions of such person and further provided that the Board shall in all cases be responsible for the ultimate direction of the Association.
5.02 Composition. The number of Directors shall be no less than eleven (11), nor more than eighteen (18) and they shall be elected for a two (2) year term with one-half of the Directors elected each year by the Members at the regular membership meeting. Each class of member (residential rental property owner and vendor) may not have a higher percentage of Directors than the actual percentage of membership that the class represents and the percentages will be verified on January 1 of each year. Should the percentage of the member class equal less than the percentage reflected by one Director of that class, the limit shall be one Director. Prior to the Annual Meeting, the Board shall designate the number of Director positions such that the Membership can fill the designated positions at the Annual Meeting or through a subsequent mail ballot. At other times, the Board can reduce the number of designated positions to eliminate a vacancy. Directors shall hold office until the next election and until their successors are elected and qualified. Directors shall be limited to no more than four successive terms on the Board of Directors. Except as provided in section 5.05, a term is defined as a full two (2) year period commencing January 1 after the election for that Board position. The limitation on consecutive terms applies to any four (4) consecutive full two year terms whether elected or appointed. An exception to the 4 term limit shall apply to a Director who serves as an Officer for the full fourth term. Such Director shall be eligible to serve one additional term on the Board of Directors.
5.03 Nominating Committee. Ninety (90) days prior to the Annual membership meeting, the President shall appoint, with majority approval of the Board, a Nominating Committee composed of at least three (3) Directors (to include, if possible, at least one past President of the Association, one director in their first term and one director that is not a member of the Executive Committee) and all Standing Committee chairs for the purpose of selecting qualified candidates for the Board of Directors.
5.04 Qualifications. Any person over the age of eighteen (18) who has been a Residential Rental Property Owner or Vendor Member in good standing for a minimum of one (1) year preceding the balloting and resides and owns rental housing in Washington shall be eligible for election as a Director, provided that the Board has determined that he/she is the designated voting representative as required by section 4.04 and has served on a committee or otherwise actively participated in the activities of the association for a minimum period of six months prior to his/her election. Should a director become disqualified for membership due to sale of rental housing properties, no longer being the designated voting representative or other reasons, the Director shall be considered to have tendered a notice of resignation from the Board of Directors. The President may appoint, with the majority approval of the Board of Directors, no more than two At-Large" Directors and an “At-large” Director shall serve for a term of one year but may be reappointed annually by the President with majority approval of the Board of Directors. Other than to be appointed, an “At-Large” Director needs no other qualifications. No employee of the association shall be a Director, unless first terminating employment prior to taking office. No spouse or relative of a Director may serve as a Director or be employed by the association. A member who has served the maximum limit of terms on the Board of Directors shall not be eligible for election or appointment to the Board until 12 months has expired since the end of the final term served.
5.05 Term of Office and Election. Directors serve staggered terms of two years beginning January 1 of the year following their election. For the purpose of bringing the election of the Board of Directors into compliance with the current bylaws which state that one half of the Board shall be elected each year, the Board of Directors shall designate the number of Board slots that would be one year terms rather than two year terms. The Director(s) elected with the lowest vote count will fill the one year term slots. The designation shall be done immediately following the final tabulation of votes for the Board of Director positions. At each annual meeting of the Association the nominating committee will present the slate of nominees. When the nominations are closed, if the number of nominees equals or is less than the number of designated open Board positions, a unanimous ballot shall be cast and the Directors shall be elected. Should a unanimous ballot be cast, the assignment of terms shall be done by lot. Should the number of nominees exceed the number of open positions, the slate will be presented from which the membership, by mail ballot following the meeting, will choose Directors to replace one half of the Board whose terms are expiring.
5.06 Individual Directors. As individuals, directors shall have only that authority provided by board action in the form of position descriptions for those directors. Absent a specific resolution of the Board of Directors, individual Directors shall have no power or authority to act on behalf of the association or to direct the actions of the office staff, employees, agents, or contractors retained by the association. Unless otherwise clearly directed by such resolution, the President shall have sole power and authority to carry out the policies and directives of the Board of Directors on behalf of the association and direct the actions of the office staff, employees, agents or contractors retained by the association.
5.07 Vacancies. If a vacancy occurs on the board for any reason, the position may be filled for the unexpired portion of the term by the Board. The President may appoint Members to fill vacant positions on the Board of Directors, subject to confirmation by a sixty percent (60%) super-majority of the Board of Directors present at the next regular scheduled meeting.
5.08 Call of Meetings. The President, any officer or any two Directors may call meetings of the Board. The Board shall hold meetings at the time and place it selects.
5.09 Notice. The Board may hold regular meetings without notice if the time and place of such meetings is fixed by the Board. The Board may hold special meetings upon four days notice by first-class mail or 48 hours notice delivered personally or by telephone or facsimile. In all cases the notice shall specify in reasonable detail the business to be transacted.
5.10 Quorum. A quorum of the Board shall be eight directors then in office. Attendance by conference call is considered attendance at the meeting, but must be provided at the individual director's expense unless it is a general scheduled board conference call.
5.11 Board Action. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board. Candidate endorsements require at least 60% of the directors as designated per Section 5.02 in favor of the endorsement. Independent campaign expenditures require at least 2/3 of the directors as designated per Section 5.02 in favor of the expenditure. Participation in or the filing of a legal action on behalf of the Association requires an action of the Board of Directors following review of a report summary using the form approved by the Board. Participation in or the filing of a legal action against any public entity requires approval by at least 2/3 of the directors as designated per Section 5.02 in favor of the action. Proxy voting is not permitted.
5.12 Absence. Any member of the Board who is unable to attend a meeting shall notify the Association offices of his or her reasons for absence. If a Director is absent from three meetings in any one fiscal year, for reasons which the remaining Board shall determine to be insufficient, his or her resignation shall be deemed to be rendered and accepted, and he or she shall be so notified. Should a Director expect an extended absence of more than two consecutive Board meetings, he/she may request that the Board grant a leave of absence for up to one year. The Board may grant a leave of absence at its discretion and may also consider the appointment of an interim Director to serve in the place of the Director who has been granted a leave of absence. The interim Director shall serve at the pleasure of the Board and service will cease upon Board action or upon the return of the absentee Director. Should an interim director not be appointed by the Board, the quorum requirement in section 5.10 will be reduced from 8 to 7 during the director’s leave of absence.
ARTICLE VI | Committees
6.01 Executive Committee. The Executive Committee shall be composed of the President, Vice President, Secretary, Treasurer, the immediate past President (if the immediate past President still serves on the Board of Directors) and the RHA legal counsel (if one is appointed by the Board of Directors). The President shall preside over the Executive Committee. The Executive Committee shall act in place and stead of the Board between Board meetings on all matters specifically delegated by the Board by these Bylaws and the Washington Nonprofit Corporation Law. Minutes of meetings shall be kept and shall be distributed to the Board by mail or at the next Board meeting.
6.02 STANDING COMMITTEES. Standing Committees shall be designated by the Executive Committee who shall also designate the chair and determine the number of members to serve on such committees. A Director will serve on the committee. Each committee should have a mission statement with a definition of the committee’s authority. Any action that recommends or changes policy or otherwise encumbers the association would need a recommendation and an approval from the Board of Directors. Committee chairs will serve on the Nominating Committee.
6.03 Finance and Budget Committee. The Finance and Budget Committee shall be composed of at least the Treasurer, two Directors and two members at large. The two members at large may be appointed by the Board of Directors and may serve on this committee for a two year term, which can be renewed. The Treasurer shall chair the Finance and Budget Committee. The Finance and Budget Committee shall act in place and stead for the Board, on matters specifically regarding the fiduciary responsibility of RHA, these Bylaws and the Washington Nonprofit Corporation Law. Minutes of the Finance and Budget Committee meetings shall be kept and distributed to the Board prior to the next Board meeting. A Treasurer’s Report at six (6) Board of Directors meetings will be conducted.
6.04 AD HOC COMMITTEES. The Board of Directors may designate other committees that may be desirable in order to carry out the objectives of RHA. Each committee should have a mission statement with a definition of the committee’s authority. Any action that recommends or changes policy or otherwise encumbers the association would need a recommendation and an approval from the Board of Directors.
6.05 TERM OF COMMITTEES. All committees are to continue to function until discharged, discontinued or succeeded.
6.06 Meetings. All committee meetings shall conform to the requirements of these Bylaws.
ARTICLE VII | Officers
7.01 Officers. The officers of the Association are Chair, Vice Chair, past Chair, Secretary, and Treasurer.
7.02. Qualifications. Officers must be Residential Rental Property Owner members of the Association who are Directors, and must have at least two years of continuous Residential Rental Property Owner membership status. An at-large director also qualifies to be an officer. No person may hold more than one office at the same time. The President and the Treasurer must have been a Residential Rental Property Owner member for at least four years and have served at least one term (two years) as a Director.
7.03 Election and Term of Office. At the first Board meeting following the election of the Board of Directors, which shall occur no later than December 15, the Board of Directors shall elect, from among themselves, a President, Vice President, a Secretary and a Treasurer. The newly elected officers shall take office on the first day of January of the year following their election. Each officer shall hold office for a term of one year and the Chair may not serve more than two consecutive terms.
7.04 Duties. The officers perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in the position descriptions for each officer as adopted by the Board from time to time. In addition, the President of the Association acts as presiding officer of the Board; the Vice President of the Association acts in place of the President when the President is not available; and the Treasurer is the Chief Financial Officer of the Association.
7.05 Vacancies. If a vacancy occurs among the officers, for any reason, the position may be filled for the unexpired portion of the term by the Board. The President may appoint a director to fill the vacant officer position on the Board of Directors, subject to confirmation by a sixty percent (60%) super-majority of the Board of Directors present at the next regularly scheduled meeting. The Vice President, in the absence of the President, shall perform all necessary duties which would otherwise be performed by the President, and such other duties as may be prescribed by the Board of Directors. In the event of death, disability or disqualification of the President, the Vice President shall act as Interim President, until a special election is called, at which the Board of Directors shall elect from among itself, a Director to serve the balance of the prior President's term of office.
ARTICLE VIII | Miscellaneous
8.01 Indemnification. To the fullest extent permitted by the law, the Association shall indemnify and hold harmless all agents against claims arising out of any alleged or actual action or inaction on the good-faith performance of their duties. "Agents" for this purpose shall include Directors, officers and employees.
8.02 Insurance. The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its agents against any liability asserted against or incurred by the agent in such capacity arising out of the agent's status as such.
8.03 Retention of Copyrighted Names. The copyrighted names Rental Housing Association of Puget Sound, Rental Housing Association of Pierce County, Apartment Association of Seattle – King County, Apartment Owners Association (AOA) and Rental Housing Operators of Seattle (RHOS) shall be retained for the purpose of protecting the association from any pre-existing claims and to collect sums due these organizations, and to preclude any person(s) from attempting to create a new organization under either name.
8.04 Loans. No loan shall be made by the association to its Officers or Directors.
8.05 Association books and records. Correct and complete books and records of account and minutes of meetings of the membership and of the Board of Directors shall be kept at the registered office of the association, as well as a record of the names and addresses of its members. The books and records of the association, other than documents deemed confidential by the Board of Directors, may be inspected and copied by any Regular Member during normal business hours and following reasonable notification of intent to inspect.
8.06 Executive Director. The Board of Directors may hire an Executive Director to manage the affairs of the Association under the direction of the Board. The Executive Director shall be employed at the pleasure of the Board and may be terminated by the Board upon majority vote. The Executive Committee shall annually conduct a performance appraisal of the Executive Director and report its findings to the Board.
8.07 LEGAL COUNSEL. Legal counsel may be appointed by the Board of Directors. RHA legal counsel will serve on the Executive Committee and the Board of Directors until the appointment is terminated by the Board of Directors. If the RHA legal counsel is elected to the Board of Directors as an RHA member, the legal counsel shall be a voting member. If the RHA legal counsel is not elected to the Board of Directors, the position shall be non-voting.
ARTICLE IX | Amendment of Bylaws
9.01 Amendment. These Bylaws may be amended by a majority vote of the Board at any regular meeting of the Board of Directors, but said amendment shall be revoked unless approved at the next membership meeting where a quorum of the membership is present. Certain amendments to the Bylaws, including those that materially and adversely affect the rights of members or change the authorized number of Directors, must be approved by the members in accordance with the law.
ARTICLE X | Parliamentary Authority and Interpretation
10.01 Parliamentary Authority. The parliamentary authority of the Association shall be Robert's Rules of Order, modern edition, which shall govern all meetings of the association in all cases where applicable and not inconsistent with the Articles of Incorporation, these Bylaws, or any special rules of order the association may adopt.
10.02 Interpretation. These Bylaws are subject to the Washington Nonprofit Corporation Law and must be interpreted so as to conform with that Law, as it is interpreted and amended from time to time.
ARTICLE XI | Fiscal Matters
11.01 Fiscal Year. The fiscal year for RHA shall begin on January 1 and shall end on December 31.
11.02 Annual Budget. The Finance & Budget Committee, no later than December 31 of each year, shall prepare for approval of the Executive Committee and adoption by the Board, an annual budget including a capital and operating budget, showing all amounts appropriated for the purpose of RHA and estimating all revenue for the fiscal year. Unexpended appropriations shall lapse at the end of each fiscal year and shall not be carried forward. The President of the Board and Treasurer may amend the budget from time to time during the year, which shall also be submitted for approval and adoption of the Board.
Except in emergency, no debts shall be contracted nor money expended, except for the purposes provided in the budget. The President of the Board and Treasurer may, in an emergency, authorize the contracting of a debt or an expenditure for purposes not provided for in the budget, but the amount of such debt contracted or money expended shall, within a reasonable time thereafter, be incorporated in an amendment to the budget and duly adopted by the Board.
11.03 Auditor. The Board shall appoint the Finance and Budget Committee to engage a CPA or firm of CPAs to perform an independent examination of the financial statements of RHA and to render their opinion thereon. Copies of the financial statements and auditor’s opinion shall be provided to the Board. The independent auditors shall be instructed to advise the Finance and Budget Committee of any reportable conditions or material weaknesses.
11.04 Internal Financial Statements. The Finance and Budget Committee shall review the financial position of RHA. This review will consist of the statement of financial position, the statement of activities and the statement of cash flow. The Treasurer shall report to the Executive Committee the financial matters of the organization.
11.05 Quorum. Three members shall constitute a quorum of the Finance and Budget Committee.
ARTICLE XII | DIVISIONS
12.1 ORGANIZATION. Division shall be formed to represent RHA to RHA members in various communities. Divisions are RHA representative bodies and are created explicitly to encourage cordial relations among members, create a forum for the exchange of ideas relative to the rental housing industry and to enhance the image of rental housing owners and operators in the community.
One hundred or more members of RHA residing in an area within the State of Washington may, with the approval of the Board of Directors, form a Division.
The Bylaws of the Divisions shall be uniform and shall be prescribed by the Board of RHA and shall not be in conflict with the Bylaws of RHA. Minor modifications of the Uniform Division Bylaws to fit local conditions may be approved by the Board of RHA.
12.2 MEMBERSHIP. Members residing in an area designated by the Board as a Division area shall be automatically members of the Division unless another Division is selected by the member.
12.3 SUSPENSION OR DISSOLUTION. If at any time the number of members in a Division shall fall below the required number of members as provided in Article 12, Section 12.1 and such number of members in the Division shall not be brought up to such required number within three Division shall be subject to suspension or revocation of its charter as the Board of RHA may determine. A local Division having thus been deprived of its charter may, however, be reinstated by the Board of RHA upon compliance with the requirement of these Bylaws.
12.4 COMMUNICATIONS. No Division shall communicate with (a) any federal or state government body, bureau, commission, or unit concerning policy matters affecting the profession in Washington State as a whole, or (b) any national or state professional or trade association, except in matters relating to the dissemination of general information to the public pursuant to plans adopted by such national or state professional or trade association, and except in general routine matters, or, unless prior approval has been granted by the RHA Board, Chair of the Board or the designee of the RHA Board.