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Association By-Laws

ARTICLE 1

Purpose

The purpose of this Association shall be:

Section 1.     To preserve and promote the welfare of the mortgage banking industry in this State;

Section 2.     To encourage sound and ethical business practices among its members;

Section 3.     To acquire and disseminate correct and current information on pending legislation, rules and regulations affecting the real estate and mortgage business;

Section 4.     To sponsor and/or conduct meetings and programs of interest to the Association and provide a platform from which the members of this Association can express their views on practices, legislation, rules and regulations affecting the industry;

Section 5.     To afford the opportunity for those engaged in the mortgage banking industry to secure the benefit of personal acquaintance;

Section 6.     To cooperate with all public and private agencies in all matters relating to sound mortgage banking.

ARTICLE II

Membership

Section 1.     Membership shall consist of any individual, partnership, corporation, trust, association, or other form of business endeavor engaged in one or more fields of mortgage banking, financing or servicing in Arkansas.

Section 2.     Classes of membership. There shall be three classes of members:

(a).     Regular Members - Those who are substantially engaged in the business of originating, purchasing, selling, and/or servicing real estate mortgages including but not limited to the following:

(1)     Mortgage company
(2)     State and national commercial banks, mutual
         savings banks, and trust companies;
(3)     State and federal savings and loan
         associations;
(4)     Life insurance companies;
(5)     Credit Unions; and
(6)     Local representatives of out-of-state firms who
         would otherwise qualify for membership above;
         and
(7)     An individual engaged in Mortgage Banking

(b).     Associate Members - These individuals will not be voting members of the association; except that any Associate Member elected to the Board of Directors will have voting privileges at any meeting of the Board of Directors.

(1)     Fire and casualty insurance companies;
(2)     Mortgage insurance companies;
(3)     Divisions of subsidiary companies of securities
         or investment banking firms whose main
         activities are in the mortgage field;
(4)     Mortgage or equity real estate investment
         trusts;
(5)     Colleges, trust estates, public or private funds,
         and labor organizations; and
(6)     Law firms
(7)     Abstract companies and title companies

(c).     Honorary Members - Anything in these By-Laws to the contrary notwithstanding, 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 of the entire Board of Directors at any of its regular or special meetings. Such membership shall have not vote and shall not be liable for dues, and cannot serve on the Board of Directors.

Section 3.     Application and election for membership.

Applicants for membership shall furnish information in the form and content prescribed by the Board of Directors. At each monthly Board meeting, the Membership Chair will present new member applicants and make recommendations to the Board. Approval by a majority of the Board will be required for membership.

Section 4.     Voting.

Each entity has one vote - one vote per company. Only that vote counts. Ballots will be written and it will be assumed that the individual signing is accepted as the member.

Section 5.     Termination of Membership.

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 satisfactory to the Board, upon two-thirds vote of the entire Board of Directors.

The regular membership may also terminate or suspend a member by a vote of two-thirds of all its members.

ARTICLE III

Dues

Section 1.     The Board of Directors shall be empowered to set and collect annual dues for all classes of membership. The Board of Directors shall also be empowered to set the rules for termination or suspension for failure to pay dues.

ARTICLE IV

Board of Directors

Section 1.     The affairs of the Association shall be managed by a ten member Board of Directors. A majority of the membership of the Board of Directors shall be selected from the regular members of the Association and one of the membership may be selected from the associate members of the Association. The term for a Director shall be one year. Such Board of Directors shall be comprised as follows:

(a)     President
(b)     Past President
(c)     Membership Chairman,
(d)     Chapter Development Chairman
(e)     Programs Chairman
(f)      Legislative Affairs Chairman
(g)     Vice President and Convention Chairman
(h)     Servicing Representative
(i)      Secretary/Treasurer
(j)      Special Events Chairman

Section 2.     The Board of Directors may fill any vacancy among their number by a vote of the majority of those present at a regular meeting of such Board. The person so elected shall hold office only until the next annual meeting, after which time he or his elected successor shall hold office as a member of the Board only for the unexpired term of his predecessor in office, if there has been an unexpired term; else for a full term.

Section 3.     The President of the Association shall preside at meetings of the Board of Directors. Such meetings shall be called at a time and place designated by the President, but not less than once each fiscal year. Reasonable notice of such meeting shall be given each member of the Board and a majority of the members of the Board shall constitute a quorum.

Section 4.     The Board of Directors shall have the duty and power to control and manage all affairs of the Association; shall approve all contracts and purchases; and do any and all business necessary for the Association to carry out the objects and purposes of the Association as set forth in its Articles of Incorporation.

ARTICLE V

Officers

Section 1.     Officers of the Association shall be a President, a Vice President, and Secretary/Treasurer who shall be the same offices as the Board of Directors and be regular members of the Association.

Section 2.     President Powers and Duties.

The President or his nominee shall preside at all meetings of the Association and Board of Directors. He shall be an ex-officio member of all committees. He shall enforce By-Laws; appoint the Chairman and members of all committees; and he shall, with the Secretary/Treasurer, sign all written contracts and obligations of the Association approved by the Board of Directors.

Section 3.     Vice President Powers and Duties.

In case of the temporary absence or inability of the President, the Vice President shall perform the duties of the President, until such time as the office shall have been permanently filled in accordance with these By-Laws. The Vice President will be the President-Elect for the Association upon election. 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.

Section 4.     Secretary/Treasurer Powers and Duties.

The Secretary/Treasurer shall record the minutes of all meetings of the Board of Directors and the Association, give notice of all meetings of the Association, maintain an accurate list of the membership of the Association, and perform such other duties as may be assigned by the President of the Board of Directors.

The Secretary/Treasurer shall receive and disburse all monies 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 trust company to be selected by the Board of Directors. The Secretary/Treasurer shall also perform such other duties as may be assigned by the President of the Board of Directors.

Section 5.     Removal of Officers.

Any officer elected or appointed may be suspended or terminated by a vote of two-thirds of the entire Board of Directors whenever, in their judgement, the best interests of the Association will be served thereby.

ARTICLE VI

Annual Election and Term of Office

Section 1.     There will be a nominating committee comprised of the President, Past President, and Vice President. The nominating committee will be responsible for the nomination of directors and officers in accordance with the positions set forth in Article VI, Section 1 of the By-Laws, and officers on an annual basis. In order to be eligible to become a Director, the person must either be a regular member of the Association or an associate member of the Association in good standing. The nominating committee shall be empowered to set all rules regarding the process of nominating and from time to time make changes without additional approval of the membership.

Section 2.     At the annual membership meeting, to be held each year, the regular members of the Association shall vote and elect a President, a Vice President, and Secretary/Treasurer. The Vice President will become the President at the end of the one year term as Vice President.

ARTICLE VII

Meetings

Section 1.     The annual meeting of the Association shall be held at such time and place as may be designated by the Board of Directors.

Section 2.     In addition to annual meetings, special meetings of the Association may be called at any time by order of a majority of the Board of Directors.

ARTICLE VIII

Amendments

Section 1.     These By-Laws may be amended or repealed in whole or in part by the Board of Directors at any regular meeting, subject, however, to approval of the membership at any annual meeting or a special meeting called for that purpose by a vote of two-thirds of the regular membership.

ARTICLE IX

Parliamentary Authority

The conduct of the affairs of the Association shall be governed by the procedures and rules of orders as set forth in Robert's Rules of Order, Revised.

REVISED MARCH, 1998