NBAOA’S By-Laws 2021

Article 1 - Definitions

1.0 In these By-Laws:

(a) “Association” means New Brunswick Apartment Owners Association.

(b) “Directors” means the Board of Directors of the New Brunswick Apartment Owners Association.

(c) “Active Member” means any Member of the Association whose membership is paid in full and in good standing with the Association.

(d) “Corporate Member” is an individual, partnership, corporation or any other legal entity owning or operating residential investment property in the Province of New Brunswick and deriving income therefrom. Corporate Members shall own and/or manage a minimum of one hundred (100) residential units in the Province of New Brunswick. Corporate Members may be admitted to the Association upon approved application.

(e) “Regular Member” is an individual, partnership, corporation or any other legal entity owning or operating residential investment property in the Province of New Brunswick and deriving income therefrom. Regular Members shall own less than one hundred (100) residential units in the Province of New Brunswick. Regular Members may be admitted to the Association upon approved application.

(f) “Associate Member” is an individual, partnership or corporation who supplies goods and/or services to Corporate and Regular Members. Associate Members may be admitted to the Association upon approved application.

(g) “Not-for-Profit Member” is an organization owning or operating residential property in the Province of New Brunswick that does not earn profits for its owners. All of the money earned by or donated to a not-for-profit organization is used in pursuing the organization’s objectives and keeping it running.

(h) “Voting Member” means any Corporate or Regular Member whose Membership is in good standing shall at all meetings of Members be entitled to one vote and may vote by proxy.

Article 4 - Aims, Objectives and Purposes

4.0 The aim and purposes of the Association shall be: (a) To do all the things necessary to promote interest in residential investment real estate in all its aspects and to advance and improve relations of the members of the Association with the public;

(b) To provide a means of exchange of business information with and among Members of the Association;

(c) To provide a unified voice for investment property owners, to make representations to legislative and civic bodies on proposed and existing legislation to ensure that investment property owners are fairly and properly represented;

(d) To provide, as seen fit, a staffed office to disseminate such information and to do such negotiation as may be required by the Association and to authorize and vote for such expenditures as may be necessary with such operation;

(e) To provide information seminars and bulletins, as may be requested by the Board of Director and/or Members, from time to time, to better enable the operation of the individual members’ business according to sound business and accounting principles;

(f) To provide educational courses, workshops and literature of property management and property law to improve the knowledge of those with interest in the residential rental accommodation industry.

(g) To provide service to Members for any other matters, which may be pertinent to the business operation of the members, as may be requested and passed by a majority vote by the Board of Directors and/or Voting Members;

(h) To raise and maintain the ethical standards of investment property owners in the Province of New Brunswick;

4.1 The Association may, from time to time, by resolution passed by a majority of its members entitled to vote, present in person or by proxy at any meeting of members of the Association, of which proper notice has been given, adopt any regulations not inconsistent with these By-laws.

Article 6 - Board of Directors

6.0 The affairs of the Association shall be managed by a Board of Directors of no less than seven (7) and not more than twelve (12) Directors, each of whom shall be elected until the end of their term, at which time the term of the office shall terminate, or until a successor has been duly elected and qualified. At each Annual Meeting seven (7) Directors shall be elected for a three (3) year term with the maximum number of Directors being twelve (12). The Board shall, at all times, be represented by no more than one (1) Associate Member of the Association and no more than two (2) employees of the same Corporate or Regular Member company or related companies may be elected or appointed to serve on the Board of Directors at any time during the term of office.

6.1 Only Active Members or their voting representatives may be elected Directors of the Association.

6.2 The election may be by show of hands at a meeting of the Members unless a poll or ballot is conducted by the Association, or demanded by any Member.

6.3 The office of a Director of the Association shall be vacated if such Director:

(a) becomes bankrupt or is declared insolvent,

(b) becomes of unsound mind,

(c) has been convicted of a criminal offense, fraud or negligence,

(d) resigns office by notice in writing to the Association,

(e) ceases to be a Corporate, Regular or Associate Member of the Association,

(f) has been absent, without being excused by resolution of the Board, from four (4) consecutive meetings of the Board, or

(g) demonstrates such unprofessional conduct that violates the Association’s Code of Conduct and/or is deemed to be embarrassing to the Association or impairs the Association’s brand.

6.4 Any vacancy occurring among the Directors may be filled by the Directors, but any person so chosen shall retain office only so long as the vacating Director would have held the same, if no vacancy had occurred.

6.5 The Members of the Association may, by resolution passed by the majority of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, remove any Director before the expiration of such Director’s term of office, and may, by majority of the votes cast at that meeting, elect any qualified person in the stead of such Director for the remainder of the term.

6.6 No employee of the Association may be a Director.

Article 7 - Vacancies, Board of Directors

7.0 Provided that a quorum of Directors remains in office, vacancies on the Board, however caused, may be filled by the Board from among Members of the Association, if the Board sees fit to do so. The Board of Directors may appoint up to three (3) additional Directors during the term of office for a period up to the next Annual Meeting.

Article 8 - Election and Term of Director

8.0 At each Annual Meeting of the Members, any Directors nominated for election shall be elected each for a term of three (3) years to hold office until the third Annual Meeting of the members next following their election and until their successors have been duly appointed.

8.1 The election of Directors may be by a show of hands unless a poll or a ballot is demanded by any Voting Member.

8.2 The Voting Members of the Association may, by resolution passed by a majority of the votes cast at a general meeting, of which notice specifying the intention to pass such a resolution has been given, remove any Director before the expiration of such Director’s term of office and, may, by majority of the votes cast at that meeting, elect any qualified person in the stead of such Director for the remainder of the term.

Article 9 - Quorum and Meeting of Board of Directors

9.0 Fifty percent (50%) of the number of Directors shall form a quorum for the transaction of business. A Board consisting of twelve (12) Directors shall require six (6) Directors to form a quorum. Except as otherwise required by law, the Board may hold its meetings at the Head Office of the Association or at any such place or places as it may, from time to time, determine. No formal notice of any such meeting shall be necessary if all the Directors be present, or if those absent have communicated their consent to the meeting being held in their absence. Meetings of the Board may be formally called by the President, a Vice-President or by any two Directors or by the Secretary on direction from any of the foregoing. Notice of such meetings shall be delivered, telephoned, emailed or mailed to each Director not less than five (5) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings, at an hour to be named, and of such regular meetings no notice need be sent. Regular Board meetings shall offer the option of remote attendance. A meeting of the Board may also be held, without notice, immediately following the annual meeting of the Association. The Board may consider or transact any business, either special or general, at any meeting of the Board.

9.1 The Board must hold four (4) quarterly meetings, annually, in addition to the Annual General Meeting (AGM). All other meetings, at the discretion of the Board, shall be considered “Special”.

9.2 “Special” Meetings may be requested by Active Members.

8.0 There shall be three classes of members, as follows:

(a) Corporate Members: Persons, firms or corporations which provide residential rental accommodation to the public (“entities”) and individuals who work at such entities. Corporate Members shall own and/or manage a minimum of one hundred (100) residential units in the Province of New Brunswick and shall be a Voting Member.

(b) Regular Members: Persons, firms or corporations which provide residential rental accommodation to the public (“entities”) and individuals who work at such entities. Regular Members shall own and/or manage less than one hundred (100) residential units in the Province of New Brunswick and shall be a Voting Member.

(c) Associate Members: Persons or businesses who are interested in the aims and objectives of the Association and supply goods or services to the residential rental industry. Associate Members shall not be a Voting Member. The Board of Directors, at its discretion, may appoint one Associate Member as a Voting Member.

(d) Not-for-Profit Members: Organizations that provide residential rental accommodation to the public housing sector of New Brunswick and shall not be a Voting Member.

28.1 Each Voting Member shall be entitled to receive notice of, attend and vote at all meetings of Corporate and Regular Members. Each Voting Member shall have one vote. Except as required by the by-laws, Non-Voting Members shall not be entitled to receive notice of, attend or vote at meetings of Corporate and Regular Members. While not entitled to be at Corporate and Regular Members’ meetings, Associate Members may be invited to Corporate and Regular Members’ meetings.