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BY-LAWS OF N.M.B.A., INC,
A Non-profit Nevada Corporation
ARTICLE I The Corporation
ARTICLE II Membership and Dues
ARTICLE III Board of Directors
ARTICLE IV Officers
ARTICLE V Membership Meetings
ARTICLE VI Committees
ARTICLE VII Area Chapters
ARTICLE VIII Amendments
ARTICLE I
The objectives of the Corporation shall be to:
a) Bring together at regular intervals
persons in the mortgage lending and related fields for the mutual exchange of
ideas;
b) Sponsor educational programs;
c) Encourage sound and ethical business practices among the
members;
d) Interact with the community for the betterment of all;
and
e) Promote the interests of the Corporation with Nevada Public/Private
agencies.
The fiscal year of the Corporation shall begin on July 1 and end on June 30.
No member of the Corporation shall be liable, either jointly or severally, for the debts of the Corporation in excess of unpaid current membership dues, or have any personal liability to the Corporation or its members for damages for breach or fiduciary duty as a director except for acts or omissions involving intentional misconduct, fraud, or a known violation of law.
The Corporation may act and operate without a corporate seal.
Should the Corporation cease to exist, the distribution of assets, unless otherwise limited by NRS 81.0075 or any successor Nevada statute governing dissolution of a non-profit Corporation, shall be as follows:
a) Pay any outstanding debts, then
b) Current annual dues will be refunded by proration, based on the remaining fiscal year, and finally,
c) To be distributed to charity as determined by a majority of the remaining officers and Board members.
Membership and Dues
Section 1.0 CLASSIFICATION AND QUALIFICATIONS:
The membership of the Corporation shall consist of Regular, Associate and Honorary members. Unless disqualified by provisions of these By-Laws , or by custom, individuals, partnerships, firms or Corporations who conduct business in accordance with the Corporation's Code of Ethics, and who comply with all applicable State of Nevada lender licensing or exemption requirements are eligible for membership.
Section 1.1 REGULAR (VOTING):
Regular members shall be those whose principal office is located in and are doing business in Nevada and are:
a) principally in the business of originating and/or servicing first lien mortgage loans, and approved by any or all of the following: FHA, VA, Fannie Mae and Freddie Mac, or
b) those individuals, partnerships , firms or Corporations that would otherwise qualify as regular members and are members in good standing of the Southern Nevada Mortgage Banker's Association, the Northern Nevada Mortgage Banker's Association or the Nevada Mortgage Banker's Association as of the date of the incorporation of this Corporation.
Section 1.2 ASSOCIATE (NON-VOTING):
Associate members shall be those:
a) that regularly provide services or products for business organizations or financial institutions eligible to be Regular members, or
b) whose primary business is originating mortgage loans secured by mortgages or deeds of trust that are other than first liens, or
c) such other individuals or business organizations as approved by a majority vote of the Board of Directors.
Section 1.3 HONORARY (NON-VOTING):
Honorary members shall be:
a) past presidents of the Corporation;
b) the FHA local Managers/Directors;
c) Local VA Loan Guarantee Officers;
d) by resolution of the Board of Directors, individuals that have rendered outstanding service to the Corporation.
The Board of Directors may, within its sole discretion, waive any specified requirement for any classification of membership.
The right-to-vote is limited to Regular members. Each Regular
member shall designate one individual (employee or otherwise) as its voting
representative.
Section 4.0 APPLICATION
FOR MEMBERSHIP:
Applicants shall apply for membership in the manner and form as designated by the Board of Directors. Any application fee required shall be submitted with the application and shall be non-refundable.
Section 4.1 ADMISSION TO MEMBERSHlP:
A majority vote of the Board
of Directors approving the applicant for admission shall be required before
an applicant may become a member.
Section 4.2 NOTICE OF ADMISSION
OR REJECTION:
Notice of admission or rejection to membership shall be sent by the Secretary to the applicant. If approved, the notice shall also contain a statement of dues to be paid. Payment of said dues will represent acceptance of membership, and an agreement to be bound by the By-Laws and Code of Ethics of the corporation.
Section 4.3 RE-APPLICATION:
Any applicant who fails to achieve a majority vote of the
Board of Directors approving admission may reapply for admission no earlier
than six (6) months of the date of notice of rejection.
The annual dues shall be set by the Board of Directors and may differ by classification of membership. All annual dues shall be due and payable on a date set by the Board of Directors but shall not be later than February 1 of each year. The Board of Directors may allow dues to be billed and collected by the area chapter(s) as long as remitted to the Corporation within thirty (30)days of notification by the Corporation to the chapter.
Section 5.1 NEW MEMBERS:
Those applicants approved for membership during
the fiscal year shall have the annual dues pro-rated in accordance with the
following schedule: approved between July 1 and December 31, full annual
dues; January 1 to June 30, fifty percent (50%) of annual dues.
Section 5.2 NOTIFICATION
OF DUES:
The Secretary/Treasurer will prepare a statement indicating the amount due for each member of the Corporation. Statements will be mailed by the Corporation or the area chapter as close to the beginning of the fiscal year as possible.
Section 5.3 FAILURE TO PAY DUES OR ASSESSMENTS:
Failure to pay any dues or assessments due the Corporation within sixty (60) days of notification shall be sufficient cause for the Board of Directors to forfeit the membership of the delinquent member. The member may be reinstated by the Board of Directors upon payment of all amounts due the Corporation. The Board of Directors may assess a late fee in lieu of forfeiture of membership.
Section 5.4 REINSTATEMENT:
Any member who wishes to be reinstated after allowing membership to lapse for failure to pay dues or assessments shall apply for membership in the same manner as a new applicant.
Section 6.0 SPECIAL ASSESSMENTS:
The Board of Directors may enact, from time to time, a special assessment to the Regular membership. Notification of any special assessment will be forwarded to each Regular member by the Secretary/Treasurer in a timely manner. Special assessments will be due and payable within forty-five (45) days of notification.
Section 7.0 CERTIFICATES OF MEMBERSHIP:
The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation, which shall be signed by the president or a vice-president and by the secretary/treasurer. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the board of directors may determine.
When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the secretary/treasurer, if the board of directors shall have provided for the issuance of certificates of membership under the provisions of this section.
ARTICLE III
Board of Directors
The Board of Directors shall have the duty and power to control and manage all of the affairs of the Corporation, shall make all purchases and contracts, provide for all expenditures, and do any and all business necessary in connection with the transaction of business of the Corporation in carrying out its objectives and purposes. Except where specifically restricted in these By-Laws, the action of the Board of Directors shall be final and shall not require the approval of members of the Corporation to be valid.
The Board of Directors shall consist of not less than five (5), nor more than seventeen (17) Directors, all of whom must be Regular members (or employees of Regular members) of the Corporation. They shall consist of at least four (4) representatives from each geographical area chapter, and the immediate past president of the Corporation. The Directors shall be elected at the Annual Membership Meeting.
Section 2.1 TERM:
The Directors shall hold office for the term of one (1) year.
Section 2.2 ELECTION OF DIRECTORS:
Election of directors shall take place at the annual meeting of members and shall be by ballot cast by regular members qualified to vote. A ballot containing the names of all nominees for directorship shall be mailed to each regular member with the notice of annual meeting. Nominations by any Regular may also be accepted on the floor during the annual meeting and before the casting of votes.
A plurality of the votes cast shall be necessary to elect.
Each duly elected Board member shall attend and participate in all scheduled regular and special meetings of the Board. The Board member shall accept committee assignment, or any other duty as assigned by the President of the Board of Directors.
Section 3.1 REMOVAL FOR NON-ATTENDANCE:
Failure to attend two (2) scheduled meetings during the fiscal year, unless excused for illness, may disqualify the member from the Board. The Secretary/Treasurer shall notify the Director in writing, following the first unexcused absence, outlining the possible consequences of one more absence, and the appeal process as stated in section 3.3.
Section 3.2 REMOVAL FOR CAUSE:
Failure to adequately perform the duties of a Director can result in the President requesting the Director to resign. The request to resign must be approved by a two-thirds majority of the remaining Board.
Section 3.3 APPEAL:
Any board member disqualified in accordance with Section 3.1 above may appeal within fifteen (15) days of notification to the remaining Board for reinstatement. A vacancy so created shall not be filled until appeal is denied by the Board, waived by the dismissed board member or the appeal time frame expires.
Any Director or Officer who ceases to be a member, or an employee of a member, of the Corporation during the term of his office shall be deemed to have resigned his position effective as of the date he ceases to be a member or an employee of a member unless his term is extended, at his written request made to the Board within ten (10) days of the date he ceases to be a member, by the majority vote of the Board for a period not to exceed sixty (60) days. Any Director can voluntarily resign his position by submitting a letter of resignation to the President of the Corporation. Such voluntary resignations shall be effective as of the date that the President submits the letter of resignation to the Board of Directors.
The Board of Directors may fill any vacancy among the officers or other directors by a vote of the majority of those present at a regular board meeting. The person so elected shall complete the term of the person being replaced.
Immediately following each annual membership meeting, the newly elected Board of Directors shall hold a meeting for the purpose of organization and transition, the election of officers and the transaction of other business. Written notice is waived.
Section 6.1 REGULAR MEETINGS:
The President shall call for a regular meeting of the Board of Directors at least once a year.
Section 6.2 SPECIAL MEETINGS:
At any time, the President or a majority of members of the Board of Directors may call for a Special meeting of the Board, subject to the notification provisions set forth in section 6.3 below.
Section 6.3 NOTIFICATION OF MEETING:
The Secretary/Treasurer shall notify each Director in writing of the time, place and agenda for each regular or special meeting. This notification shall be made no less than three (3) days or more than sixty (60) days prior to the scheduled meeting.
Section 6.4 ACTIONS OUTSIDE BOARD MEETINGS:
Any action that may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all the Directors.
Section 6.5 QUORUM:
A majority of the Board of Directors shall constitute a quorum for the transaction of business. 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 statute, the Articles of Incorporation, or these By-Laws. A Director will be considered present if telephone contact is maintained.
In addition to the aforementioned general powers, the Board of Directors have special powers that shall include, but are not limited to, the following:
Section 7.1 SPECIAL MEMBERSHIP MEETINGS:
Call special general membership meetings to consider specific subjects.
Section 7.2 ADDITIONAL DUTIES:
Prescribe duties for any of the officers or committees, in addition to those herein set forth.
Section 7.3 APPROVAL OF INDIVIDUAL OR COMMITTEE:
Approve the membership of the standing committees as appointed by the President.
Section 7.4 REMOVAL OF INDIVIDUAL OR COMMITTEE:
Remove any standing or special committee, or any member thereof, for failure to attend to the duties of such committee.
Section 7.5 LEGAL COUNSEL:
Retain legal counsel and employ such other persons that may be necessary to the proper conduct of the business of the Corporation.
Section 7.6 CORPORATE FUNDS:
Direct the management of the funds and properties of the Corporation to include designating a deposition for the funds.
Officers
There shall be three (3) officers of the Corporation that shall also be members of the Board of Directors. These officers shall be : President, Vice President and Secretary/Treasurer, officers shall be elected by the Board of Directors.
Each officer has a term of one (1) year.
The duties of, each officer shall include, but shall not be limited to:
Section 3.1 PRESIDENT:
The President shall preside at all meetings of the membership and of the Board of Directors, countersign all certificates of membership, enforce the By-Laws of the Corporation, and shall be ex-officio member of all committees. The President shall appoint such committees and committee chairman as required. The President shall authorize all written contracts and obligations of the Corporation.
Section 3.2 VICE PRESIDENT:
In the absence of the President, the Vice President shall perform the duties of the President. chair the Consumer Affairs Committee. The Vice President shall succeed to the office of the President at the Annual Meeting.
Section 3.3 SECRETARY/TREASURER:
The Secretary/Treasurer shall be responsible for sending notices to members of dues and accounts payable, receiving and receipt of all monies belonging to or received by the Corporation, and disburse the same in such a manner as shall be designated by the Board of Directors . The Secretary/Treasurer shall keep a record of and account for all monies and all disbursements, and shall make a report thereof at the Annual Membership Meeting, and as required at any Board of Directors meeting. The Secretary/Treasurer shall keep a record of the proceedings of the Corporation and the Board of Directors. The Secretary/Treasurer shall keep an accurate record of all members of the Corporation. The Secretary/Treasurer shall issue notice of the meetings of the Corporation, conduct general correspondence, have charge of all files, records and general books. The Secretary/Treasurer shall succeed to the office of the Vice President at the Annual Meeting.
Section 4.0 EXECUTIVE SECRETARY:
The Board of Directors are authorized to have an Executive Secretary. The Executive Secretary shall be a non- elected, salaried position. The salary shall be determined by the Board of Directors.
Section 4.1 DUTIES:
The duties of the Executive Secretary shall be to assist the Secretary/Treasurer in documentation, and in whatever other areas as determined by the President.
Section 5.0 WITHDRAWAL OF FUNDS:
Corporate funds may be withdrawn upon the joint signatures of any two (2) officers.
Section 6.0 REMOVAL OF OFFICER:
The Board of Directors may remove an officer at its sole discretion for the best interests of the Corporation.
Membership Meetings
A meeting of the membership of this Corporation shall be held annually at such place, date, and time as the President shall designate, either within or outside the State of Nevada, for the purpose of electing Directors and for the transaction of any other business which may properly come before it.
Section 1.1 NOTICE OF ANNUAL MEETING:
Notice of the Annual Meeting will be delivered by mail to the last known address of all members as the same appears on the records of the Corporation by the Secretary/Treasurer at least twenty (20) days and no more than sixty (60) days before the meeting. This notice will confirm date, time, location, proposed agenda and nominations for Directors.
Section 1.2 AGENDA OF ANNUAL MEETING:
As a minimum, the agenda will include:
a) Reading and approval of the minutes of the last annual meeting, and any special meeting held since the last annual meeting;
b) Reports of all committees;
c) Report of Secretary/Treasurer (written reports will be available);
d) Election of Directors;
e) Old business;
f) New business, and
g) Comments from the floor.
Special meetings of the members of the Corporation may be called at any time by the President or a majority of the Board of Directors.
Section 2.1 NOTICE OF SPECIAL MEETING:
Notice for any special meeting will be delivered by mail by the Secretary/Treasurer to the last known address of each Regular member, as the same appears on the records of the Corporation, no later than ten (10) days before the meeting. This notice will contain date, time, location and agenda.
Section 2.2 AGENDA OF SPECIAL MEETING:
Only the noticed agenda items shall be discussed at any special meeting.
Section 3.0 ROBERTS RULES OF ORDER:
Roberts Rules of Order shall govern all membership meetings unless specifically modified by these By-Laws.
Section 4.0 QUORUM:
Twenty-five percent (25%) of the Regular membership, represented either in person or by proxy, shall constitute a quorum at all membership meetings.
At all meetings of the Corporation, Regular members may be represented by one voting delegate and one alternate. Each Regular member will be allowed one (1) vote on each issue.
Section 5.1 PROXY:
Any Regular member may grant proxy to any other Regular member if unable to attend a meeting. This proxy must be in writing, is revocable by option of the granting member, and is effective for the designated meeting only.
Section 5.2 VOTING:
Voting will be by voice unless otherwise ordered by the Chair. Any voting delegate may request a vote count.
Section 6.0 CONTROL OF MEETING:
The President will conduct all meetings. No member will be allowed to speak for more than fifteen (15) minutes unless otherwise permitted in the notice of meeting.
Section 7.0 RESOLUTIONS OR ACTIONS:
Any action, resolution or motion for consideration at a special meeting must be submitted in writing, and accompany the Notice of Special Meeting. At the Annual meeting, any motion, resolution or action from the floor can be acted upon.
Committees
Section 1.0 COMMITTEES:
The Corporation shall have permanent standing committees, and special, or Ad Hoc, committees as determined and appointed by the President.
Section 2.0 STANDING COMMITTEES:
The following standing committees will assist the President in the effective management of the Corporation.
Section 2.1 CONSUMER AFFAIRS:
The Consumer Affairs Committee will consist of no less than three (3) members and shall be chaired by the Vice President. Its purpose is study the question of ethics and fair practices in general, and make recommendations to the Board for amendments to the Code of Ethics. Upon a written request of any member of the Corporation, or a written complaint from any consumer against any member of the Corporation, the committee will investigate the situation and present its findings to the Board. The committee will ensure that all interested parties have been notified, and been given an opportunity to be heard. The report to the Board will identify, but not be limited to the parties involved, nature of the complaint, and recommended action. The Board will take whatever action it deems appropriate. All members of the committee shall avoid any conflict of interest situations
Section 2.2 NOMINATIONS:
At least one (1) month prior to the Annual Meeting, but no later than May 1, the President shall convene and chair a nominating committee. This committee shall consist of at least five (5) members. The President Elect and at least two (2) past presidents shall serve on this committee, The purpose of this committee is to nominate directors for the next fiscal year. The Secretary/Treasurer shall include a report from the nominating committee, to include nominees with the Notice of Annual Meeting. Additional nominations can be made by three (3) or more Regular members of the Association. This nomination must be made in writing, no later than ten (10) days before the scheduled election. The Secretary will mail a Notice of Additional Nominations/Agenda to all Regular members of the Corporation no later than seven (7) days prior to the Annual Meeting.
Section 2.3 OTHER STANDING COMMITTEES:
Legislative- The Legislative Committee will consist of no less than all the Directors of the Corporation and its Chairman will be appointed by the President. The purpose of the committee is to primarily represent the interests of the regular membership in legislative and regulatory matters on both the state and national levels. When appropriate this representation may extend tot he other classes of membership, but when there is perceived to be a conflict or disservice to the interests of the regular membership, the interest of the regular members as determined by the committee will override those of any others. The activities of the committee will include, but not be limited to the following: negotiate and propose a written state lobbyist contract for the President's authorization; recommend legislation on the state level; develop written opinions regarding legislative issues; provide testimony and other representation at the state legislature; interact with our state and national elected politicians as well as agency representatives regarding legislation, regulations and issues of concern to the mortgage banking industry; and provide regular reports to the membership.
Convention- The Convention Committee will consist of the President and no less than one other member and shall be chaired by the President. The purposes of this committee are to select a location for the Annual Meeting, enter into any contracts necessary for the meeting, plan the meeting, pay the meeting expenses and conduct the meeting.
Area Chapters
Section 1.0 GEOGRAPHICAL:
Upon approval of the Board of Directors, members of the Corporation located within a designated geographical area may organize an Area Chapter of the Corporation. Such Area Chapter's By-Laws must substantially conform to these By-Laws.
Section 2.0 MEMBERSHIP:
A member of an Area Chapter must be a member in good standing of the Corporation. The classification of membership must be the same.
Section 3.0 BY-LAWS, OFFICERS, AND COMMITTEES:
Any Area Chapter may elect officers, appoint committees
Section 4.0 TERMINATION OF AREA CHAPTER:
Any Area Chapter can be terminated either voluntarily or non-voluntarily.
Section 4.1 VOLUNTARY TERMINATION:
An Area Chapter may discontinue by a majority vote of its Board of Directors. This must be accomplished in writing, and approved by the Corporation's Board of Directors at the following Board meeting. The Area Chapter will cease to function at the Board's acceptance of the written request.
Section 4.2 NON-VOLUNTARY TERMINATION:
If the Corporation's Board of Directors determines that the Area Chapter is in violation of these By-Laws, or if in the opinion of the Board, the Area Chapter is no longer contributing to the principles or Code of Ethics of the Corporation, the Corporation's Board will request in writing that the Area Chapter discontinue. Written notice must contain reasons for the Board's request. The Area Chapter may then voluntarily discontinue, or petition the Corporation's Board to reconsider. If the Area Chapter does not voluntarily discontinue, the Board must wait a minimum of ninety (90) days for final dissolution of the Area Chapter.
Section 5.0 DUES:
Each Area Chapter may establish a dues structure for it's membership, and may bill and collect dues or assessments for the Corporation.
Amendments
Section 1.0 AMENDMENT OF BY-LAWS:
The Board of Directors shall adopt a resolution setting forth any proposed amendments that they may determine to be advisable, and direct that they be submitted to a vote of the Regular members at either an Annual meeting or Special meeting for adoption. A copy of the proposed amendments shall be mailed to each Regular member at least ten (10) days prior to the scheduled meeting date, notice of which shall have been given in accordance with Section 1.1 or 2.1 of Article V above.
APPROVED AND ADOPTED by a majority vote of the membership this ___ day of ______________, 1990.