ARTICLE I: NAME AND FISCAL YEAR
Section 1. The name of the Association shall be: Mortgage Bankers Association of Northeastern New York
Section 2. The fiscal year shall be from January 1 to December 31.
ARTICLE II: PURPOSES: The purposes of the Association shall be:
1. To promote and advance the common business interests of those in the mortgage banking industry
2. To foster cooperation within the industry and to promote ethical and acceptable industry practices
3. To sponsor meetings & various aspects of mortgage banking and it’s associated fields
4. To inform members of legislation affecting real estate and the mortgage banking industry
5. To provide members a forum for new ideas and for expressing views, practices and legislation affecting the industry
6. To cooperate with all public and private agencies and the public-at-large in all matters relating to sound mortgage banking
7. To provide networking opportunities for those engaged in the mortgage banking industry
ARTICLE III: MEMBERSHIP
Section 1. Membership shall consist of Corporate, Individual or Small Corporate (5 or less employees) and Affiliate Members, individuals, sole proprietors, independent contractors, partnerships, corporations and institutions engaged in one or more fields of mortgage banking or financing in Northeastern New York. Membership shall be limited to those who are substantially engaged in the Business of originating, purchasing, placing, closing, selling and/or servicing real estate mortgages or in servicing the industry in general, including the following:~State and National Commercial Banks, Mutual Savings Banks and Trust Companies~State and Federal Savings and Loan Associations~Life Insurance Companies if involved in originating, purchasing, closing, selling or servicing mortgages~Mortgage Banking and Mortgage Brokerage Companies~Associated industries such as appraisal firms, title companies, mortgage insurance companies, credit reporting agencies, attorneys and others
Section 2. There shall be three (3) classes of membership: CORPORATE, INDIVIDUAL OR SMALL CORPORATE MEMBERS – All those qualifying under Article III, Section 1 who make or originate, process, underwrite, close or service mortgage loans as described in sub sections a, b, c, d. Members other than individuals will need to have their employees complete a membership application in order to vote or cast a ballot on matters that effect the association. AFFILIATE MEMBERS – All those that are in associated industries as described in Article III, Section 1. Sub-section e.HONORARY MEMBERS – The Board of Directors may, at its discretion, elect to membership any firm or person whom such Board feels deserving of membership for honorary purposes. Such election shall be by an affirmative vote of three-fourths (3/4ths) of the entire Board of Directors at any of its regular or special meetings. Honorary membership shall have no vote, shall not be liable for dues and shall have the term of one year.Section 3. Anyone who qualifies in Sections 2a and 2b shall be considered for membership upon written application and payment of one year’s dues. Applicants shall submit required information to the Membership Chair and shall be presented by the Membership Chair to the Board of Directors at any regular or special meeting of the Board. An affirmative vote of three-fourths (3/4ths) of the Board of Directors present shall be necessary for membership approval. The Executive Secretary of the Association shall mail each new member notice of membership.
Section 4. Any membership may be terminated, not renewed or suspended by the Board of Directors at any regular meeting or a special meeting called for such purpose, for due cause, upon three-fourths (3/4ths) vote of the entire Board of Directors.
Section 5. No member shall be liable either jointly or separately for the debts of the Association.
Section 6. Corporate Members shall be entitled to 10 (ten) votes maximum, Individual or Small Corporate Members (less than 5 employees) shall be entitled to a minimum of one vote and a maximum of 5 votes.
Section 7. Voting at membership meetings shall be by voice vote unless otherwise ordered by the President. Any voting representative may demand a roll call vote.
Section 8. Honorary members shall have no voting rights and no right to hold office. Affiliate members shall have the right to 1 (one) vote, hold office and attend general meetings and educational seminars sponsored by the Association.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. The affairs of the Association shall be managed by a Board of Directors, the membership of which shall be selected from the members of the Association provided, however, that at least three-fourths (3/4) of the total Board must be from entities as outlined in Article III, Section 1, a through e. Such Board of Directors shall be comprised of fourteen (14) members:President, Vice President, Treasurer, Secretary, nine members-at-large and the Immediate Past President of the Association .Board members to be elected as the respective terms of incumbency expire.
Section 2. Members-at-large shall be elected to serve a three-year term and may be elected to serve one succeeding term. No person who has been elected to and serves on the Board of Directors as a member-at-large for all or part of two (2) successive terms shall be eligible for reelection to such Board as a member-at-large within one (1) year after the expiration of his/her last of Board membership.
Section 3. The Board of Directors may fill any vacancy among its members-at-large by a vote of three fourths (3/4ths) of those present at a regular meeting of such Board. The person so elected shall hold the position of director for the unexpired term of his predecessor after which time he may run for election to another three (3) year term as long as such election will not result in having served for more than two (2) successive terms.
Section 4. The President of the Association shall preside at a meeting of the Board of Directors. Such meeting shall be called at a time and place designated by the President but not less than once in each quarter of the Association’s fiscal year. Reasonable notice of such meetings shall be given to each member of the Board. Two-thirds, or nine (9) members of the Board, shall constitute a quorum.
Section 5. The Board of Directors may remove any individual Director who has had three (3) unexcused absences or who has not been in attendance at a minimum of 50% of the Board meetings. The Board shall also have the power to remove a Director for other good cause. Removal shall require a three-fourths (3/4ths) vote of the Board of Directors present.
ARTICLE V: COMMITTEES
Section 1. At the first meeting of the Board of Directors following the annual meeting of the Association, the Board shall select one of its members, who with the President, the Vice President, the Secretary, the Treasurer and the immediate Past President shall serve as the Executive Committee for the ensuing year. The President of the Association shall be Chair of the Committee and the Secretary of the Association shall keep a record of the proceedings of the Committee. A majority of the members of the Executive Committee shall have full power to transact all business of the Association when the Board of Directors is not in session. The actions of the Executive Committee shall be reported to and ratified by the Board of Directors at their next regular meeting.
Section 2. A Nominating Committee shall be appointed by the Board of Directors in accordance with the procedures outlined in Article VII, Section 2.
Section 3. The President of the Association, with the advice and consent of the Board of Directors, shall appoint from members of the Association such committees as from time to time may be authorized by the Board of Directors of the Association.
ARTICLE VI: OFFICERS
Section 1. Officers of the Association shall be a President, Vice President, a Treasurer, and a Secretary. The President and Vice President shall be elected to a term of two(2) years. The Treasurer & Secretary positions will both be two (2) year terms and will be appointed by the board. The President shall not serve more than two terms, not including the unexpired term of his/her predecessor in office. The Executive Secretary is to be appointed by the Executive Committee for an undetermined term. The position is not endowed with any powers, including a vote in Association matters, other than those that may already be carried by the party filling the position.
Section 2. OFFICER ROTATION: Vice President and President shall complete rotation through the chairs. Officers who were first elected to the Board of Directors as members-at-large shall complete rotation through the chairs, including the Past President, regardless of the fact that they will have served on the Board of Directors in excess of two (2) successive terms. Officers who complete terms which have been less than three years, including the Past President, may run for election to another successive three (3) year term as a member-at-large on the Board of Directors.
Section 3. VACANCIES: A vacancy among the officers shall be filled through upward rotation through the chairs, i.e. vacancy to be filled by officer next in line, to take effect at the next meeting of the Board of Directors.
Section 4. POWERS AND DUTIES OF THE PRESIDENT: The President shall preside at all meetings of the Association and shall be an ex-officio member of all standing committees. He shall sign all certificates of membership; see that Bylaws are enforced; appoint the Chairs of all committees except the Nominating Committee and the Executive Committee; and shall, with the Treasurer, sign all contractual obligations of the Association which may be approved by the Board of Directors. The President must conduct meetings according to the Robert’s Rules of Order.
Section 5. POWERS AND DUTIES OF THE VICE PRESIDENT: In case of absence or death of the President or his inability from any cause to act, the Vice President shall perform the duties of this office until such time as the office shall have been permanently filled in accordance with the Bylaws. In the event that neither the President nor the Vice President shall be able to act, the Board of Directors shall have the power to appoint one of its members to act as President pro tempore. The Vice President shall monitor the positions and activities of the Treasurer and Secretary.
The Vice President shall serve as Program Chairman. As program chair, the Vice President will keep a data base of potential speakers and contact information, to be passed to succeeding Vice President; schedule speakers at least 45 days prior to meeting, notify Executive Secretary of Speaker and provide written bio for notice; follow up with speaker and advise Executive Secretary of speaker’s equipment needs. Notify Times Union and Business Review during first week of meeting month with meeting time, place and speaker.
Section 7. POWERS AND DUTIES OF THE TREASURER: The Treasurer shall receive and disburse all monies of the Association and render an account thereof at each meeting of the Board of Directors and at each meeting of the members of the Association, and shall deposit all monies in the name of the Association in a bank or other depository to be selected by the Board of Directors. The Treasurer will alert directors and officers by memo when Treasury goes below $1500.00.All withdrawals of the Association’s funds in amounts of $3,000 or more shall be by check signed by two officers of the Association, one of which shall be the Treasurer. Except that in any case of the withdrawal of the funds of the Association, in the absence of the Treasurer, the President or Vice President may be substituted for the Treasurer. The Treasurer shall also perform such other duties as may be assigned by the President or the Board of Directors. The term of Treasurer shall be for two years and is limited to two (2) consecutive terms.
Section 8. POWERS AND DUTIES OF THE SECRETARY: The Secretary shall record the minutes of all meetings of the Association and the Board of Directors. The Secretary will provide the minutes of the general Meetings of the Association to the individual responsible for posting to the MBA Website. The Secretary will perform other duties as may be assigned by the President or the Board of Directors. The Secretary shall act as liaison between the Executive Secretary and the Association in all matters, and, in the absence of the Executive Secretary, shall be responsible for the duties of the Executive Secretary. The term of Secretary shall be for two years and is not subject to term limits.
Section 9. DUTIES OF THE EXECUTIVE SECRETARY: The Executive Secretary shall perform the following duties as requested by the Executive Committee members: maintain and update the Association’s Membership Roster and the mailing list; produce meeting and seminar notices, Association newsletters and other notices as may be requested; generate labels for mailing; process mailings, i.e. copy and mail notices to members; produce listings of the membership roster and copies as may be requested; and perform other services as may be agreed between the Executive Secretary and the Board of Directors. Notices to the membership are to go out four weeks prior to a membership meeting. “Blast fax/email” members two weeks prior to meeting as a reminder. The Executive Secretary shall be compensated as an independent contractor according to a schedule to be reviewed and approved by the Board of Directors. Accordingly, Board Members are prohibited from serving as Executive Secretary.
Section 10. REMOVAL OF OFFICERS: Any officer elected or appointed may be suspended or removed by a vote of three-fourths (3/4ths) of the entire Board of Directors whenever, in the judgment of the Board, the best interests of the Association will be served thereby.
ARTICLE VII: ANNUAL ELECTION
Section 1. INSTALLATION: The newly elected Officers and Directors will take office on January 1, the first day of the fiscal year, and will be installed at the Annual meeting in January.
Section 2. NOMINATING COMMITTEE: At least forty-five (45) days prior to the election meeting, the Nominating Committee shall nominate candidates to stand for election as Officers and Directors. The Nominating Committee shall be appointed by the Board of Directors and shall consist of the current President, Vice President, the most recent former President, and Directors who have served for at least two (2) years. The number of members of the Nominating Committee shall be not less than five (5) or more than seven (7). If there is not sufficient number of eligible Directors to the Nominating Committee, the former Presidents of the Association, in reverse chronological order, shall be asked to serve until the number of members of the Nominating Committee stands at five (5). The President shall serve as Chair of the Nominating Committee.
Section 3. CANDIDATES: The Nominating Committee shall place in nomination candidates to fill vacancies on the Board of Directors. They shall name the Vice President for the position of President, The number of candidates so nominated for the Board of Directors shall be not more than four (4) for each opening of the Board including officers. The ticket reported by such committee shall be filed with the Secretary and be set forth in the notice of the election meeting to be mailed by the Executive Secretary.
Section 4. OPEN NOMINATIONS: Any number of regular members in good standing, not less than fifty (50) in number, may nominate candidates for any office; any such nomination shall be in writing with the signatures of the persons making the nomination as well as the signature of the nominee, and shall be placed in the hands of the Secretary not less than forty-five (45) days prior to the election meeting.
Section 5. BALLOTS: A ballot for the election of Officers and Directors shall be mailed to each regular member at least thirty (30) days prior to the election meeting. Ballots signed by the regular member voting thereon shall be returned to the President or a to a party designated by the nominating committee at least ten (10) days prior to the election meeting; late ballots will not be counted. In the event of a tie vote, the Nominating Committee, by a written ballot, shall resolve the tie.
ARTICLE VIII: MEMBERSHIP MEETINGS
Section 1. ANNUAL MEETING: The annual meeting of the Association shall be held in January of each year.
Section 2. OTHER MEETINGS: In addition to the Annual Meeting, there shall be not less than four (4) meetings of the Association. Such meetings shall be called at the direction of the President with the approval of the Board of Directors. Written or printed notice stating the place, day and hour of the meeting shall be delivered within thirty (30) days of the meeting to all members of the Association.
Section 3. SPECIAL MEETINGS: Special meetings may be called at any time by order of the President or the Board of Directors or by any fifty (50) members by filing with the Secretary a written call over their signatures. Such notice shall be delivered to all members in accordance with the procedure outlined in Section 2 of this Article.
Section 4. ORDER OF BUSINESS: The regular order of business at all meetings of the Association shall be as follows:
1. Reports of special committees
2. General Business
Minutes of the last regular meeting and financials will be on the website one week before the meeting. Hard copies will be made available upon request.
Robert’s Rules of Order shall govern the meetings of the Association when not inconsistent with the Bylaws. Members may be permitted to bring guests, except at closed meetings, by making reservations with the appropriate party.
ARTICLE IX: AMENDMENTS
Section 1. These Bylaws may be amended or repealed in whole or part by the membership; such amendment or repeal shall be approved by a three fourths (3/4ths) vote of the entire Board of Directors and shall require an affirmative vote of a majority of the membership voting by mail or at a regular or special meeting which meeting shall have been called for by a vote of three-fourths (3/4ths) of the entire Board of Directors.
Section 2. An amendment may be offered by a regular member in good standing of the Association at any meeting thereof and if receiving an affirmative majority vote of the members present, shall be reduced to writing and submitted by the Secretary to the Board of Directors at least fifteen (15) days prior to the next regular meeting of the Board. At meeting, a three-fourths (3/4ths) vote of the entire Board of Directors shall be required for its adoption.
ARTICLE X: QUORUM FOR MEETINGS: The presence of 20% or more of the regular members shall constitute a quorum for all purposes at meetings of the Association.
ARTICLE XI: TERMINATION OF THE ORGANIZATION
Section 1. Termination of the Mortgage Bankers Association of Northeastern New York will require a two-thirds (2/3rds) majority of the general membership.
Section 2. In the event that the general membership elects to terminate the organization, the Treasurer of record will pursue all necessary steps to close the corporation. Upon payment of all costs to terminate the corporation, all remaining assets will then be distributed to various IRS approved 501 C3 non-profit organizations. Said organizations are to be related to the housing and mortgage banking industry, if possible.
Section 3. The method of determining the distribution of assets will be as follows:
1. Each member will be entitled to submit the name of one 501 C3 non-profit organization, preferably related to the housing and mortgage banking industry, to which he or she wishes to make a donation. The Treasurer will compile the list of these organizations and submit them to the tax accountant for the Mortgage Bankers Association of Northeastern New York. 2. After review and approval of the list by the tax accountant, the remaining assets will be disbursed to those organizations on an even percentage basis determined by the total number of donations being made. In the event that the tax accountant determines that any organization on the list does not qualify as an IRS approved 501 C3 organization, that member will be allowed to submit an alternate name acceptable to the tax accountant.