Connecticut Apartment Association Logo

 Bylaws

Approved on March 24, 2022

Article I - Name and Location

 

Section 1.

The name of this association shall be the Connecticut Apartment Association, hereinafter referred to as the CTAA.  The CTAA shall be affiliated with the National Apartment Association.

Section 2.

The principal office of the CTAA shall be located at such place as directed by the CTAA Board of Directors.

Section 3.

In the event of the dissolution of the CTAA, any funds shall be disposed of in accordance with Connecticut Law and any excess after debts have been fully satisfied will revert to the members of CTAA in good standing on a pro-rated basis.

 

Article II - Jurisdiction

 

Section 1.

Membership in the Association shall be open to persons, firms and corporations engaged in the Multi-Housing Industry and allied trades, industries and professions, who operate offices in the State of Connecticut.  The efforts of the Association shall be in the areas of rental housing and condominium conversions.

 

Article III - Objectives

 

Section 1.

The objectives of the CTAA shall be:

  • To provide a cost-effective forum, through educational opportunities, for multifamily housing owners, managers, and their staffs to advance their knowledge and understanding of the issues presented in their business on a daily basis.
  • To provide a resource that will allow the united representation in the creation, modification, and enforcement of laws on a local, state and national level.
  • To convey information that will directly impact the member’s ability to enhance the level of service and knowledge they provide to their residents and or employers and owners.
  • To provide a voice that will represent the best interests of its members in political and economic arenas.
  • To cooperate with, and share resources, information, and knowledge with other organizations working with similar objectives for the advancement of the multi family housing market within the state of Connecticut.
  • To operate as a not-for-profit organization operating under IRS guidelines for a 501 c 6 group or organization.
  • To support and promote the consistent advancement of the building and operation techniques in the multi family housing industry. 

Section 2

In order to achieve these objectives, the CTAA will operate within the sense of the following four priorities:

  • The CTAA shall represent the multi-housing industry before the Connecticut State Executive and Legislative branches.
  • The CTAA shall represent the multi-housing industry before the various levels of the CT Judiciary when legislative or executive activities so dictate.
  • The CTAA shall employ the necessary means of communication to project the public image of all segments of the multi-housing industry.
  • The CTAA shall provide services for the benefit of the membership.

Article IV - Adoption

Section 1. 

These Constitutions and By-Laws shall be in effect upon the adoption of the same by a majority vote of the Boards of Directors of the CTAA.

 

Article V - Membership

Section 1.

Membership in the CTAA shall be in two categories; and one internal category which permits additional membership by employees of members in good standing.

  • Owner/Builder/Manager
  • Product and Service Provider, shall be designated as Business Partner Members

Section 2.

Qualifications and conditions for membership in the CTAA shall be as follows:

  • Owner/Builder/Manager membership shall be open to any person or entities who own, build, develop, operate, or manage multi-housing units who operates or has interests in the State of Connecticut.
  • Business Partners membership shall be open to any person or entities who supplies goods or services to owners, builders or managers of multi-housing units. This category shall also include those who provide professional services.

Section 3.  

It shall be a condition of membership in this association, that all Owner/Builder/Manager shall simultaneously become members of the National Apartment Association.

Section 4.

  • Owner/Builder/Manager membership and Business Partner Members membership applications to this association shall be in writing to this association and the application shall be referred to the membership committee. Applications for membership must be accompanied by a payment for dues from application date through June 30th. Better known as CTAA’s fiscal year end.   

Section 5.

         Resignations, Termination, Reinstatements: 

  • Any member whose dues are not paid in full within sixty (60) days after they become due and payable, and after notice of such default has been given, shall be expelled.
  • Any member in good standing may resign from the association in writing to the secretary at any time.
  • A vote of the Board of Directors shall be required to reinstate any member who has been expelled or suspended, pursuant to the provisions of this Section.

 

 

Article VI - Meetings

 

Section 1.

  • Regular meetings of the CTAA membership shall be called at any time for any purpose decided upon and approved by the Board of Directors. Appropriate notice and information will be supplied in a timely manner. 
  • An Annual meeting of the membership of this association shall be held in April (with a 45-day grace period on either side) for the purpose of installing the new officers to the Board of Directors. The other purpose of this meeting is to present the Annual Association Budget for approval.
  • Special meetings of the membership of this Association may be called at any time by the President or two-thirds (2/3) of the members of the Board of Directors.
  • Notice shall be given of the date, time and place of all membership meetings in writing to each member five (5) days in advance.

 

Article VII - Fiscal Year

 

Section 1.

The fiscal year of this Association shall run from July 1 through June 30.

 

Article VIII - Dues

 

Section 1.

Association dues shall be paid annually, in advance, but not retroactive.  The Board of Directors shall determine the dues for each member category.  In the event of any change in the dues, the Board of Directors shall be required to give members at least two (2) months’ notice of said change in advance of billing.

 

Section 2.

New Owner/Builder/Manager or Business Partner members admitted to the Association shall pay their dues in advance from the date of application through the fiscal year end, June 30th.

 

Section 3.

Dues and fees for affiliation in the National Apartment Association shall be paid by this Association at the rate fixed by NAA.

 

Article IX - Board of Directors

 

Section 1.

A Board of Directors as described and set forth in Article IX Section 2, shall be the governing body of this Association and shall direct its affairs in such as is customary and according to Law.  All Directors shall serve a term of two (2) years.

 

Section 2.

The Board of Directors of the CTAA shall be composed of the following:

(a) All elected officers of the CTAA in accordance with Article X. 

(b) All Life Directors of the CTAA in accordance with Article X.

(c) A minimum of five (5) members to be determined by the Board of Directors and elected by the general membership of the CTAA.

(d) Any Owner/Builder/Manager in good standing of the CTAA is eligible to election to the Board of Directors.  Any Business Partner member in good standing of the CTAA is eligible to election to the Board of Directors.  However, the total number of Business Partner Members serving on the Board of Directors shall not exceed one-third of the total number of the Board members, excluding past presidents and Life Directors.

(e) Any Board member missing three (3) consecutive Board meetings without a legitimate excuse may be requested to resign at the discretion of the president or Board of Directors.

 

Section 3.

Vacancies occurring on the Board of Directors between annual elections shall be filled as follows 

  • By appointment of the President with the advice and consent of the Board of Directors to fill the unexpired term of a position vacated by an elected Board member.

 

Section 4. 

The Board of Directors shall meet monthly or as directed by the President. 

 

Section 5.

Special meetings of the Board of Directors may be called by the President or upon formal request in writing of five (5) of its members.

 

Section 6.

Notice of the date, time and place of all meetings of the Board of Directors must be given at least five (5) days in advance of said meeting.

 

Article X - Officer Titles and Responsibilities

 

Section 1.

All elected officers must be selected from the Owner/Builder/Manager membership, with the exception of the Vice President Associate Affairs and Associate Directors (2), which must be selected from the Business Partner membership.

 

Section 2.

Officers do not receive monetary compensation for their services but may be reimbursed for expenses according to an established reimbursement policy

 

Section 3.

Board of Directors shall be re-elected each year according to the following schedule:

Odd numbered years:

  • Treasurer
  • Secretary
  • Director of Southern Connecticut
  • Associate Director (2)

Even numbered years:

  • President
  • President-Elect
  • Vice President of Associate Affairs
  • Director of Northern Connecticut
  • Director at Large

 

Standing positions:

  • Lifetime Director
  • Immediate Past President

Section 4.

Duties of the elected officers of the CTAA shall be as follows: 

(a)        The President is the chief officer of the CTAA.  He/She shall have, but not be limited to, the following duties and responsibilities.  To conduct the general affairs of the CTAA and his/her office in accordance with the law, the Constitution and By-Laws of the CTAA, and the policies of the Board of Directors; be the principal spokesman of the Association, both within and without the CTAA; preside at meetings of the Board of Directors; appoint all committee chairmen, and committee members, where he/she deems appropriate; be an ex-officio member of all committees; direct and coordinate the professional staff, toward the accomplishment of the objectives of the CTAA; perform any duties usual to such office.

(b)        The President-Elect shall in the absence of the President from any meeting at which he/she normally would preside, the President-Elect shall serve as President Pro Tempore. All subsequent President-Elects shall serve a two-year term.  The President-Elect shall automatically become the President upon the expiration of the President’s term.

(c)        The Vice President of Associate Affairs shall perform such duties as may be assigned by the President or Board of Directors.  The Vice President of Associate Affairs shall represent the interests of the Business Partner Members of the CTAA. 

(d)        The Treasurer shall, as directed by the Board, have general charge of all funds and securities of the CTAA and submit to the Board of Directors, prior to each fiscal year, an annual budget of anticipated revenues and expenditures recommended by the Board of Directors.

(e)        The Secretary shall be responsible for a record of all the official proceedings of the Board of Directors and shall perform such duties as may be assigned by the President of CTAA.

(f)         The Director of Northern Connecticut and Southern Connecticut shall each be responsible for industry knowledge in their specialized market. They will be responsible to communicate to the board on this knowledge. The President or Board of Directors may assign duties as needed.

(g)        The Associate Directors (2) shall each be responsible for sharing Business Member perspective.  They will be responsible to communicate this knowledge to the board.  The President or Board of Directors may assign duties as needed.

(h)        The Immediate Past President shall provide leadership and guidance while supporting the incoming President in their position.

(i)         The Life Director shall be a member in good standing who served 8 consecutive years on the Board of Directors.

(j)         In the event of the death or resignation of the President, the President-Elect will automatically assume the Presidency.

 

 

Article XI - Election of Officers

Section 1.

  • At least forty-five (45) days before the Annual Meeting, the Nominating Committee shall meet and draw up a list of candidates for the officers and the Board of Directors.
  • At least thirty days (30) before the Annual Meeting the ballot will be distributed to the membership.
  • Election of the Officers and Board of Directors will be conducted through majority vote of the ballot sent in (by a date to be determined by the Board of Directors).

 

Article XII - Voting, Proxies and Quorums

 

Section 1.

The voting privilege shall be limited as follows:

(a)        At meetings of the membership, all members in good standing shall have the right to vote on all issues.  Each owner/builder/manager member in good standing shall be entitled to one (1) vote per management company and one (1) vote for each apartment community.  Each management company and apartment community shall have a duly designated representative.  Each Business Partner Member in good standing shall be entitled to one (1) vote to be cast by a duly designated representative.  

(b)        At meetings of the Board of Directors, only members of the Board shall have the right to vote.

Section 2.

A majority vote on any measure will be determined as follows

  • Action at any meeting of the membership shall be determined by majority vote of the members present.
  • Action at any meeting of the Board of Directors shall be determined by majority vote of the members of the Board of Directors present.

(c)  At the request of any director, the Secretary shall cause the roll to be called and poll each member or director during any vote.

Section 3.

A quorum present at any meeting shall be determined as follows:

(a)        A quorum of the membership shall consist of not less than 10% of membership in good standing, not including any proxies.

(b)        A quorum of the Board of Directors shall consist of not less than six (6) members.

(c)        A basic quorum, if not otherwise designated, for any standing committee shall consist of one (1) more than one-half (1/2) the members of the committee.

 

 

Article XIII - Committees

 

Section 1.

All committee decisions shall be recommendatory, and the action of all committees are subject to review and approval by the Board of Directors before such action may commence.

 

Section 2.

The CTAA shall have the following standing committees. All chairmen will be appointed by the President.  All committees must have at least one (1) Director as a member.

(a)        The Executive Committee/Finance Committee.  This committee shall review major issues that CTAA faces and make preliminary decisions for discussion and voting at the full board meeting.  This committee shall prepare the annual budget of the Association.  The budget as recommended by the Finance Committee must be submitted to the Board of Directors for approval prior to the Annual Meeting.  The Board of Directors shall adopt the budget for the Association at the Annual Meeting.  The President shall designate the chairman of the committee. This committee shall be made up of President, Immediate Past President, President Elect, Treasurer and Life Directors.

(b)        The Nominating Committee.  This committee shall render a written preliminary report of the proposed nominations of the Board of Directors. This committee shall be made up of the Board of Directors and the offices of the CTAA.

(c)        The Membership Committee This committee will be charged with building membership. This committee is also responsible to recommending to the Board of Directors initiatives which would enhance membership recruitment and services and increase retention. 

(d)        The Education Committee This committee shall be charged with the duty of setting up the programs for membership meetings, seminars and educational programs.  This committee is also responsible for understanding what members are interested in and need as it relates to multi-family. 

(f)         Government Relations Committee This committee shall be charged with the duty of studying and recommending positions to the Board of Directors on all proposed legislation and regulation on a federal, state or local level in the area of rental housing and condominium conversions.  This committee shall oversee the lobbying efforts and staff.  In addition to the legislative responsibilities, this committee shall recommend legal steps as required on legislation or regulation.

  • The Public Relations Committee This committee shall ensure that current and potential members are provided with communication and resources to contact members and obtain information about the activities and events of the CTAA. 
  • The Events Committee will interact with all the committees and the executive board to establish a resource for meeting locations. In addition, this committee shall develop a listing of desired arenas that can accommodate the group for social and fundraising activities. Also, coordinate and facilitate with the membership and education committee on activities that they will need assistance.  Develop a plan on an annual basis of events, the potential costs and/or revenues derived from as well as their benefits to the organization.  The President shall designate the chairman of this committee.  The chairman will not be from the Board of Directors.

 

Section 3.

The President may create Special Committees and shall appoint the chairmen and representatives to such committees. The president may appoint advisors and or consultants to the board in nonvoting positions.

 

Section 4. 

Committee reports shall be made regularly by the Chairmen to the Board of Directors.

 

Article XIV - Finance

 

Section 1.

Dues and other monies collected by this Association shall be placed in a depository selected by the Board of Directors.

Section 2. 

The Board of Directors shall adopt a budget for each fiscal year, and this Association shall function within the totals of such budget.  Any expenditures in excess of such budget must be approved by the Board of Directors.

 

Article XV - Management

Section 1.

Association Executive. The association executive of the Corporation may be employed by and serve at the pleasure of the Board of Directors, manage the Corporations day-to-day affairs and perform such other duties as customarily belong to that office or which the Board of Directors or Executive Committee assigns.  The association executive shall be an appointed officer of the Corporation without vote.

Other. The association executive may employ or contract with such other personnel as shall be needed for the proper performance of the business of the Corporation if approved by the Board of Directors.

Article XVI - Amendments

 

Section 1. 

These By-Laws may be amended, with the approval of the Board of Directors, at any meeting of the Association by a two-thirds (2/3) vote of the members present, provided that not less than twenty (20) days notice of any proposed amendment shall have been mailed to each active member.

 

Article XVII - Procedure

 

Section 1.

Roberts Rules of Order, revised edition, shall govern all meetings of the Association, including meeting Directors and Committees, where not inconsistent with these By-Laws.

 

Article XVIII - Indemnification

 

Section 1. 

The Association shall indemnify and hold harmless each director, officer, and member of committees serving the Association from and against any and all such claims and liabilities to which he/she may be or may become subject by reason of his/her being or having been a director, officer and/or member of a committee of the Association and/or by reason of his/her alleged acts or omissions as such, and shall reimburse him/her for all legal and other expenses reasonably incurred in connection with defending against any such claim or liabilities provided, however, (that he/she shall not be indemnified against or be reimbursed for any expenses incurred in defending against any claim or liability arising out of willful negligence or willful misconduct) no indemnification shall be made to or on behalf of a director or officer (including committee chairpersons and committee members) if a judgment or other final adjudication adverse to the director or officer (including committee chairpersons and committee members) establishes that his/her acts or omissions (1) were in breach of his duty of loyalty to the Association or its members, (2) were not in good faith or involved a knowing violation of law, or (3) resulted in receipt by the director or officer (including committee chairpersons and committee members) of an improper personal benefit. 

Section 2. 

No director or officer (including committee chairpersons or committee members) of the Association shall be personally liable to this Association or to any member of this Association for breach of any duty owed to the Association or its members, provided, however, that this provision shall not relieve a director or officer from liability based upon an act of omission (1) in breach of such person’s duty of loyalty to the Association or its members, (2) not in good faith or involving a knowing violation of law, or (3) resulting in receipt by such person of an improper personal benefit.