SALEM RENTAL HOUSING ASSOCIATION BYLAWS

CODE OF ETHICS

As members of the Salem Rental Housing Association, we recognize the established principles of the free enterprise system of good business practices.

As members we pledge:

1. To uphold all current federal and state landlord/tenant laws.
2. To strive to improve our knowledge in the ways and means of providing professional service to the renting public.
3. To promote high standards of integrity in dealing with the renting public, members of our Association, and the business community serving our industry.
4. To maintain and operate rental units that are a credit to their neighborhood.
5. To promote advertising that is truthful and appropriate.

In the best interests of this Association, each member agrees to adhere to the By-Laws and Code of Ethics. 

By-Laws

Article I:  Name

The name of this association shall be the Salem Rental Housing Association, Inc. (SRHA)

Article II:  Membership, Qualifications, Fees, and Dues.

Section 1:  Classes

1. Active Membership shall include individuals who own, operate, or act as a residential agent for the owners of residential properties, including apartment complexes, multi-plex units, and single family dwellings.
2. Associate Membership shall include any person, firm, or organization that serves, supplies, or supplements services to the rental industry or is interested in the industry.

Section 2:  Qualifications for Membership

1. Membership dues, fees and qualifications shall be reviewed on an annual basis by the Board of Directors.
2. Any member who fails to pay dues or fees within sixty (60) days of the time they are due and payable shall be automatically dropped from membership.
3. Membership meetings are open to Active and Associate members and those interested in becoming members.  Non-members are limited to two meetings as a guest, thereafter must join to attend.
4. Commitment and adherence to the Association Code of Ethics.
5. A former member who was not disqualified due to Ethics violations may be reinstated by becoming current in their dues and fees.
6. A former member disqualified due to Ethics violations who wants to be reinstated must submit a written request for reinstatement with a plan for meeting the Ethics criteria in the future and meet those criteria.  This plan will be submitted to the Board of Directors for review and determination of reinstatement.  The individual may be asked to meet with the Board to discuss the application for reinstatement.

Section 3:  Applications for membership will be available on request.  Completed applications must be accompanied by advance payment of required dues to qualify for membership.

Section 4: Suspension, termination, reinstatement and transfer of membership in this Association shall be accomplished in the following manner:

a. Any member whose dues are not paid in full by the date they are due and payable will be dropped as of their renewal date. A written notification of the delinquency will be mailed to the member in question no later than one calendar month prior to the termination date.
b.  Termination of Benefits. Members who have been terminated shall forfeit all rights and privileges of membership and any dues previously paid to this Association.
c.  Any member may be censured, suspended or expelled from the Association if two-thirds of the members of the Board of Directors present at a regularly scheduled meeting considers such action to be desirable and in the best interest of the Association.
d.  Reinstatement. A vote of two-thirds of the Board of Directors present at a regularly scheduled meeting shall be required to reinstate any member who has been expelled or suspended pursuant to the provisions of this Section.
e.   Death or Resignation. Upon the death or resignation of a member such
membership may be transferred for the balance of the fiscal year to another party designated by the personal representative of the deceased or by the resigning party.

Article III:  Voting Eligibility

Section 1:  Active Members may vote for officers, on proposed changes to the Articles of Incorporation and By-Laws.

Section 2:  Associate Members shall not be eligible to such rights and privileges nor to hold office.

Article IV:   Executive Officers and Board of Directors and ORHA Delegates

Section 1:  Active Members in good standing for a minimum of one year shall be eligible to be nominated and elected to Executive Officer and other Board of Director positions and to the ORHA Delegate.

Section 2:  Executive Officers.   

1. The Executive officers of the Association shall be the President, Vice President, Secretary, Treasurer, and ORHA delegates.
2. These officers shall be nominated in October, elected from the general membership at a regularly scheduled in November, sworn in December and take office in January of the next year. 

Section 3:  Terms of office

1. The officers will serve for a term of two years.
2. The officers’ terms will start on January 1 of even years and end on December 31 of the following year.
3. Officers appointed to fill a vacancy shall serve the balance of the term for which his/her predecessor was elected.

Section 4:  The President will preside at all meetings of the Association and Board of Directors. 

a.   The President shall be the chief elected officer of the Association, shall have power to    call special meetings and shall be an ex-officio member of all committees.

      b.   The President may, with the approval of the Board, appoint additional members to the Board of Directors with terms to expire at the next election.

      c.   The President shall be a member of the Board for two full years subsequent to his/her term of office and serve as past president.

Section 5:  The Vice President shall preside at all meetings in the absence of the President. 

1. The Vice President shall perform such duties as assigned by the President.
2. In the event of permanent absence of the President or as directed by the President, the Vice President shall perform all the duties of the President.
3. If the president cannot finish their term of office, the vice president will complete the term.

Section 6:  The Secretary shall maintain the records of the Association.

1. The Secretary shall record or cause to be recorded all minutes of the Board keep accurate records of same, be the custodian of the Association minutes.
2. The Secretary shall record attendance at membership and Board meetings.
3. The Secretary shall maintain the regular correspondence for the Association.
4. The Secretary shall perform other duties as may be required by the President and the Directors.

Section 7:  The Treasurer shall be custodian of all funds belonging to the Association.

1. The Treasurer shall see that the full and accurate records for the Association are kept and maintained and presented quarterly to the membership.
2. The Treasurer shall be responsible to keep accurate records of membership and review meeting attendance.  Treasurer will encourage membership. 
3. Before entering the duties of the office, the treasurer shall, upon the request of the Association, provide a fidelity bond to the Association, the premium to be paid by the Association.
4. The Treasurer shall pay all bills in a timely fashion so as to avoid extra costs for the Association and to verify that all bills are accurate. 
5. The Treasurer shall do appropriate research to make sure expenses are within guidelines requested by the Board.
6. The Treasurer shall pay dues to ORHA and submit current membership address lists to ORHA by the required deadline.

Section 8:  ORHA Delegates

1. The Delegates will attend SRHA membership and board meetings.
2. They will represent the local chapter at the ORHA meetings and report back to the local.
3. They need to vote in a way that would support the interests of the local.

Section 9:  The Board of Directors shall be the governing body of the Association.

1. Composition of Board of Directors

1)              The Board will be comprised of the Executive Officers (President, Vice President, Secretary, and Treasurer), the two ORHA delegates, the past president, and the chairs of sitting committees.

2)              At Large member

a)      Be appointed by the President and approved by the Board

b)      Shall have voting rights.

3)              Advisors

a)      Be appointed by the President.

b)      Shall have no voting rights.

1. Board Duties

1)              The Board shall make recommendations and reports to the general membership of the Association.

2)              The Board shall direct control of all the affairs of the Association.

3)              The Board shall fill vacancies in the office of any elected officer or director who may have resigned or is unable to function.

Section 10:  Suspension from office

1. Any officer may be suspended or removed from office by two-thirds vote of the Board of Directors after reasonable notice and hearing.

Section 11:  The Association will not indemnify its officers and committee chairs monetarily, but will assist the officers and committee chairs otherwise, as allowed under Oregon Law.

Article V:  Sitting Committees

Section 1:  All committees are to be appointed by the President and approved by the Board of the Directors.

Section 2:  Committees are:

a.       Legislative Action

1)      Duties

a.       Constantly review and evaluate state and local regulations affecting landlords with the objective of making improved changes locally over time

b.      Alert other chapters of ORHA of issues and situations to avoid in their localities.

c.       Provide updated information to the ORHA Legislative Director and Lobbyist regarding changes SRHA local would like to implement.

            b. Newsletter

                        1)  Duties

                                    a)  Publish monthly.

                                    b)  Provide articles to the editor for inclusion.

                                    c)  List upcoming meetings, trainings, and events.

1. Financial Audit Committee

1)              Shall do a financial review at least once per year.

2)              Shall consist of the treasurer, the vice president, and two other members.

3)              Submit a report to the Board of Directors.

1. Speaker Coordinator:  Shall schedule member meeting speakers.
2. Seminar Coordinator: Shall schedule monthly membership meeting speakers.

Section 3:  Ad hoc committees or task forces may be set up on a temporary basis as needed by the Board to deal with short termissues.

Article VII:  Fiscal Year

Section 1: The Fiscal Year of the Association is from January 1 to December 31 of the same year.

Article VIII:  Election of Officers

Section 1:  Nomination Committee

a.       Not less than 30 days before the October meeting of the Association, the President shall appoint a nominating committee selected from the membership.

b.      The committee shall present their nominations at the regularly scheduled meeting in October.   

c.       Individuals interested in serving may submit their names to the committee by end of the October meeting. 

Section 2:  Nominations for any office may be made from the floor at the nomination meeting.  Consent from the person nominated is required.

Section 3:  Elections will be held by sending ballots to all members with the November newsletter.

a.       Elections will be done by Secret Ballot.

b.      Write-ins will not be counted. 

c.       To be valid, a ballot must be returned by end of the November meeting, or if returned by mail, be postmarked by that date. 

Article IX:  Amendments

Section 1:  By-laws may be amended at any regular meeting of the membership after providing a thirty (30) day notice of the amendment by majority vote of those present.

Section 2:  Emergency amendments may be made by the Board of Directors with two-thirds vote

to deal with pressing issues.  At the next regularly scheduled membership meeting, the emergency amendment will be presented and go through the regular By-law amendment process.

Section 3:  Special meetings for the purpose of amending By-Laws may be called by the President at the request of a member.

Article X:  Meetings

Section 1:  Regular membership meetings shall be held monthly unless the Board decides to cancel.

Section 2:  Fifty percent of the Board of Directors present shall constitute a quorum at meetings of the Board.  Unless otherwise specified in these By-Laws, a simple majority vote of the Directors present shall decide an issue, provided a quorum is present at the meeting.

Section 3:  Special meetings of the Board of Directors may be called by the President or upon the request in writing of a majority of the Directors.

Section 4:  Standing committees will maintain a regular meeting scheduled tied to their associated duties.

Article XI:  Expenses

Section 1:  Officers, Board Members, and Members doing approved Association business will be reimbursed using the guidelines below.

Section 2:   Reimbursement guidelines

a.       A receipt for the expenditure must accompany all requests for reimbursement.   In the event of a lost receipt, a written statement of the expenditure and any other available proof of the expenditure must be submitted, however, it is understood that reimbursement in these cases may be denied.

b.      The expenditure must be approved by the president.

c.       If expenses are considered excessive or unnecessary, the president may request that expense receipt be accompanied by a written justification statement. 

d.      It is expected that members will work to keep costs to a minimum.

Section 3:  Travel expenses

a.       If a member must travel to do SRHA business, travel expenses may be covered.

b.      If the member is reimbursed by another entity, such as the ORHA, the SRHA reimbursement will be reduced by that amount.

c.       Travel expenses may include lodging, meals, and mileage at the IRS rate.

d.      Carpooling is encouraged.

Article XII:  Rules of Order

Roberts Rules of Order, latest edition, shall govern all meetings of the Association in all cases where applicable and shall not be inconsistent with the Articles or By-Laws of the Association.

Article XIII:  Dissolution

Section 1:  Upon the dissolution of this Association, the Board of Directors, after providing payment of all obligations, shall distribute the remaining assets to the Oregon Rental Housing Association (ORHA) and SRHA members will become direct members of ORHA.

Section 2: If ORHA dissolves, a special task force, appointed by the SRHA President, will be formed to advise the SRHA Board and membership on a recommended course of action and a plan for distribution of assets.

Article XIV:  Conflict of Interest

Section 1. Purpose. The purpose of the Conflict of Interest Policy is to protect this tax-exempt Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions.

• a.       Interested Person. Any Executive Officer or member of a committee with governing board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
• b.      Financial Interest.  A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
•                       i.          An ownership or investment interest in any entity with which the Association has a transaction or arrangement;
•                      ii.         A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement; or
•                     iii.        A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.  “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Section 2.  A financial interest is not necessarily a conflict of interest. Under Section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Procedures.

• a.       Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.
• b.      Determining whether a Conflict of Interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.
• c.       Procedures for Addressing the Conflict of Interest.
•                       i.          An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
•                      ii.         The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
•                     iii.        After exercising due diligence, the governing board or committee shall determine whether the Association can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
•                     iv.         If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
• d.      Violations of the Conflict of Interest Policy.
•                       i.          If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
•                      ii.         If, after hearing the member’s response and after making further Investigation as warranted by the circumstances, the governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings. 

• a.       The minutes of the governing board and all committees with board delegated powers shall contain: the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the governing board or committee’s decision as to
•                                   i.          whether a conflict of interest in fact existed.
• b.      The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.

Section 5. Compensation.  Unless otherwise provided, each officer may be paid expenses, if any, for attendance at the meetings.  The Executive Board shall oversee and complete all necessary reimbursements.  Board members shall not receive any salaries or stipends for Board services.

• a.       A voting member of the governing board who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.
• b.      A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.
• c.       No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6. Annual Statements. Each Executive Officer and/or member of a committee with governing board-delegated powers shall annually sign a statement which affirms that such person:

• a.       Has received a copy of the conflict of interest policy;
• b.      Has read and understood the policy;
• c.       Has agreed to comply with the policy; and
• d.      Understands that the Association is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax- exempt purposes.

Section 7. Periodic Reviews.   To ensure that the Association operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

• a.       Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length (is the condition or the fact that the parties to a transaction are independent and on an equal footing) bargaining.
• b.      Whether partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in impermissible private benefit, or an excess benefit transaction.

Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the Association may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.

Approved by Executive Board:  11/5/24

Ratification by Active Membership: 2/11/25

Amended:  2/11/25