15.01. Recommended changes to these Bylaws must be approved by the Board of Directors and then submitted to the membership for approval by a majority vote of the voting members. Notification and copy of the proposed bylaw changes will be made available at least thirty (30) days prior to the meeting.
Bylaws of the Northeast Self Storage Association
Adopted: May 10, 2017
Effective: September 15, 2017
ARTICLE I - NAME
1.01. The name of the Association shall be the Northeast Self Storage Association, Inc. (NeSSA).
ARTICLE II - OFFICES
2.01. The Association may have offices either within or without the northeastern region as the Board of Directors (“Board”) may determine or as the affairs of the Association may require.
ARTICLE III - MEMBERS
The Association shall have one class of members. The qualifications and rights of the members shall be as follows:
4.01A. Association membership categories shall consist of:
- Facility members: Any individual, partnership or corporation that owns, operates, manages, or is building or is interested in building one or more self storage facilities may become a Facility member. Facility members have the right to vote (one vote per membership).
- Vendor members: Any individual, partnership, professional corporation or corporation engaged in providing legal, accounting, auction, appraisal or other professional services to the self storage industry that supplies materials, products or services to the self storage industry may become a vendor member. Vendor members shall be non-voting members.
- Dual members: Any facility owner/operator who meets the qualifications of both facility membership and vendor membership, as is the case of management companies. Dual members will pay facility dues plus a fee as determined by the Board to be both a facility and a vendor member. Dual members will be entitled to exercise all of the rights of a facility member and will be treated as a facility member for quorum and other purposes under these bylaws.
Qualifications of Members
4.02. Any individual, partnership, corporation or other entity which has reason to be interested in the self storage industry or MASSA, and who is willing to pay the regular dues and assessments and to conform with all other requirements and standards of the Association, as they may be promulgated from time to time, shall be qualified to be a member.
Application for Membership
4.03. A qualified applicant may be approved for membership upon:
- Payment of such annual dues, fees and assessments as the Board of Directors may set.
Members Subject to Bylaws
4.04. All members of the Association are subject to the regulations set forth in these Bylaws and as they may from time to time be amended.
4.05. Each facility and dual member shall be entitled to one vote on each matter submitted for a vote of the members. Each facility and dual member shall appoint one individual who shall represent and vote for that member. Whenever these by-laws refer to a vote, consent or approval of the members, it shall mean the vote, approval or consent of those members with voting rights entitled to vote on the matter.
4.06. Members entitled to vote may do so at any duly called meeting, in person, or by proxy in writing, dated and filed with the Secretary. A proxy is revocable at any time before it has been exercised.
Voting by Mail
4.07. Whenever a question arises on which the members shall vote, the Board of Directors may call a special meeting for such purpose or may submit the question(s) to the members for a vote which shall be delivered, either personally, by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Directors or other persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.
Termination of Membership
4.08. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing. Violation of these Bylaws, unethical practices, or conduct inconsistent with the purposes of the Association shall be sufficient cause for suspension or expulsion.
4.09. If any member shall be in default in the payment of dues or other charges for a period of sixty (60) days from the date on which they became payable, the member may be deemed to have resigned its membership, the member’s voting privileges will be revoked, and its membership may be terminated for non-payment of dues.
4.10. Any member may resign by filing a written resignation with the Secretary or executive office, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Transfer of Membership
4.11. Membership in this Association is not transferable or assignable.
Necessity of Membership
4.12. All rights and privileges of membership in the Association shall cease upon termination of membership.
ARTICLE V - MEETING OF MEMBERS
5.01. There shall be an annual meeting of the members for the purpose of transacting such business as may come before the meeting. The annual meeting shall be held at such time and place as the Board of Directors may determine.
5.02. Special meetings of the Association may be called by the President, by two-thirds (2/3) of the Board of Directors or upon the written request of not less than one-fifth (1/5) of the members.
Place of Meeting
5.03. The Board of Directors may designate any place within or outside the northeast region as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.
Notice of Meetings
5.04. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail, or by e-mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Directors or other persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.
Informal Action by Members
5.05. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
5.06. A simple majority of those voting members present in person or by proxy shall constitute a quorum.
5.07. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member. A proxy may be revoked by the member executing it anytime before it has been exercised.
Voting for Directors or Officers
5.08. When Directors or officers are to be elected, such election may be conducted by mail or in person at a duly called Membership Meeting in such manner as the Board of Directors may determine.
ARTICLE VI - BOARD OF DIRECTORS
6.01. The Board of Directors shall manage the property, affairs and activities of the Association. The Board shall have the power to establish dues and assessments, determine the proper disbursement of Association funds, interpret the meaning of the Bylaws, make statements of policy, and exercise any authority necessary for the direction, supervision or control of the Association.
6.02. The number of both Officers and Directors shall be not less than five (5) nor more than fifteen (15) and shall consist of the Officers of the Association and such other individuals as the voting members of the Association shall elect. Vendor members as well as Facility members are eligible to serve on the Board; Facility Member and Vendor members in good standing are eligible to be elected to the Board, provided that no more than three (3) vendor members may serve on the Board at any one time. Any Vendor members elected to the Board shall be entitled to vote in their capacity as Directors on all Board matters.
Election and Term of Office
6.03. The directors will be elected by the voting members of the association either by written ballot, at the Annual Business Meeting, or at a meeting so designated by the Board of Directors. The term of office for a Director shall be for three (3) years, with the term commencing and ending concurrently with the Association’s fiscal year. The terms of the Directors shall be staggered so that Director positions rotate on alternate years.
Nomination for Directors
6.04. Nominations for Directors shall be accepted from any member in good standing. Nominations may be made in writing or in person at a regular or special meeting of the membership, as determined by the Board of Directors.
Resignation of a Director
6.05. A Director may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect at the time specified or, if no time is specified, at the time of acceptance by the Board of Directors.
Removal of a Director
6.06. A Director may be removed at any time by a majority vote of the voting members of the association or a majority vote of the Board of Directors. Terms for removal include, but are not limited to, absence from more than two (2) Board meetings during a calendar year; undeclared conflicts of interest; and unauthorized disclosure of confidential association information.
6.07. Any vacancy occurring in the Board of Directors, and any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected by the Board of Directors to fill a vacancy shall be elected for the unexpired term of his predecessor in office. The Board of Directors shall have the option to, but shall not be compelled to fill any vacancy so long as the total number of Directors remaining shall equal or exceed the minimum allowable number.
6.08. Regular meetings of the Board of Directors shall be scheduled as required with notice served to all Board members in writing, by e-mail or by personal invitation. in conjunction with the annual meeting of the members and at the same place without other notice than these Bylaws.
6.09. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors.
6.10. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally, electronically or sent by mail to each Director at the address of record.
6.11. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Manner of Acting
6.12. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
6.13. Directors as such shall not receive any salaries or other compensation for their services as Directors, per se, but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation.
ARTICLE VII - OFFICERS
7.01. The officers of the Association shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. Any two (2) or more offices may be held by the same person, except the offices of President and Treasurer.
7.02. All officers of the Association shall be members of the Association in good standing and have the right to vote on Board matters.
Election and Term of Office
7.03. The officers of the Association shall be elected annually for two (2) year terms by the Board of Directors at a meeting of the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor has been duly elected and qualified.
7.04. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, by a three-quarters (3/4) vote of the entire Board of Directors, whenever in the Board’s judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Officers may be removed for the same reasons as set forth in 6.06.
7.05. A vacancy in any office, because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
7.06. The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Association so authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Association; and, in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
7.07. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Association shall bear the cost of any bonds required. The duties of Treasurer may be delegated to the executive office but the responsibilities of the office remain with the Treasurer.
The treasurer shall:
- Have charge and custody of, and be responsible for, all funds and securities of the Association.
- Receive and give receipts for funds due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 9 of these Bylaws.
- Perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
The Secretary shall:
- Keep the Minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose.
- Give all notices in accordance with the provisions of these Bylaws or as required by law.
- Be custodian of the Association records, the execution of which on behalf of the Association is duly authorized in accordance with the provisions of these Bylaws.
- Keep a register of the address of each member which shall be furnished to the Secretary by each member.
- Perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
The duties of Secretary may be delegated to the executive office but the responsibilities of the office remain with the Secretary.
ARTICLE VIII - COMMITTEES
Committees of Directors
The standing committees of the Association shall be Executive Committee, Membership Committee, Program Committee, Nominating Committee, and Audit and Finance Committee.
- The Past President will serve as Nominating Committee Chair and will select two members-at-large to serve on the Committee with approval of the Board.
- The Treasurer will serve as Audit and Finance Committee Chair and will be assisted by two Board members as appointed by the President.
- The Executive Committee shall consist of the Officers of the Association.
Other committees shall be established by the Board as required.
Term of Office
8.03. Each member of a committee shall continue as such until the expiration of the period designated by the Board of Directors or at the end of the calendar year and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member.
8.04. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members of that committee.
8.05. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
8.06. Unless otherwise provided in the resolution of the Board of Directors designating a committee, the act of a majority of the members present at a meeting constitute a quorum.
8.07. All committees report to the Board of Directors and do not have the authority to act on behalf of the Board. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE IX - CONTRACTS
9.01. The Board of Directors may authorize any officer or officers, agent or agents, of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.
ARTICLE X - BOOKS AND RECORDS
10.01. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and the Annual Business Meeting, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XI - FISCAL YEAR
11.01. The fiscal year of the Association shall be based upon the calendar year.
ARTICLE XII - DUES, FEES, AND ASSESSMENTS
12.01. The Board of Directors may determine from time to time the amount of initiation fee, if any, the annual dues and assessments payable to the Association by members.
ARTICLE XIII - INDEMNIFICATION
13.01. The Association shall defend and hold harmless all present and former Directors and Officers of the Association in any legal action brought against them arising out of Association business. Except for gross negligence or dishonesty, no action taken or omitted by a present or former Officer or Director shall make either liable to the Association.
ARTICLE XIV - DISSOLUTION
14.01. Upon dissolution of the Association, any funds remaining shall be distributed to one (1) or more qualified charitable or educational non-profit organizations, to be selected by the Board of Directors. No part of the funds shall be distributed to the members of the Association.