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Bylaws
Preamble:
WHEREAS, the purposes for
which the Mortgage Bankers and Brokers Association of New
Hampshire, Inc. (Association) was organized include:
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Nurture the mortgage
banking and broker correspondence system;
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Improve and expand the
performance of the secondary market for mortgages;
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Encourage sound and
ethical business practices among its members;
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Conduct research in
financing techniques that improve the effectiveness of
the mortgage banker and broker’s participation in the
nationwide market for mortgages;
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Inform its members of
changes in mortgage laws and lending practices as well
as pending legislation that affects the mortgage
industry in New Hampshire;
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Sponsor meetings and
educational programs; and cooperate with public and
private agencies in the establishment of sound real
estate practices.
WHEREAS, the Members of the
Association are mindful that the soundness, usefulness,
prosperity and future of the mortgage industry depends
upon the honor, integrity and fidelity of all personnel
engaged in this business.
THEREFORE, BE IT RESOLVED,
that each member of the Association pledges to observe and
maintain the following standards of conduct in dealing with
the public and with other members.
CANON 1 - Members shall
conduct their business in a professional manner, ensuring
that their personnel are knowledgeable in the areas of
mortgage banking, brokering or financing in which they
participate and are acting in compliance with sound industry
practices.
CANON 2 - Members shall act
in conformity with applicable laws and regulations and shall
cooperate in every appropriate way with all governmental
bodies in the interest of establishing and maintaining an
efficient and fair framework for mortgage lending.
CANON 3 - Members shall act
in a manner that recognizes that integrity and confidence
are essential in the mortgage banking and broker business.
CANON 4 - Members shall
accord oral agreements in the same sanctity given to written
agreements.
CANON 5 - Members shall not
breach or avoid an agreement or commitment.
CANON 6 - Members shall
encourage healthy competition in the mortgage banking and
broker business.
CANON 7 - Members shall
conduct their business without regard to race, color, sex,
religion, marital status, national origin or age of the
persons with whom they deal.
CANON 8 - Members shall
preserve the integrity and confidentiality of all parts of a
loan submission and appraisal report and make full
disclosure of all pertinent facts as required by both State
and Federal laws and regulations.
CANON 9 - Members shall
consider a servicing contract to be an integral part of the
mortgage banking and broker correspondent system and such a
contract shall be terminated only with sufficient reason
with the good faith nature of such a contract being
recognized by both parties.
CANON 10 - Members shall not
quote to a prospective borrower interest rates or other loan
terms that cannot be provided to the prospective borrower.
CANON 11 - Members shall
make all reasonable efforts to process loan applications and
advise applicants of approval or disapproval promptly and to
close and disburse loans in a timely manner.
CANON 12 - Members shall use
all efforts available in servicing investments entrusted to
his/her care and effectively discharge his/her obligations
to both investor and debtor.
CANON 13 - Members shall
maintain all monies that are received as escrow, reserve or
impound accounts in a prudent and identifiable manner and
shall disburse these funds for the purpose for which they
were received.
CANON 14 - Members shall
cooperate with the Board of Governors and the Ethics &
Legislative Committee in furnishing information relative to
any investigation of a possible violation of the Canons of
Ethics and Standards of Practice.
GRIEVANCE POLICY
Any member in good standing with the Mortgage
Bankers and Brokers Association may file a grievance with
the Association against another member of the Association.
The grievance must be filed in writing outlining all facts
related to the grievance and must be filed with the Board of
Governors of the Association. The Board of Governors
(Board) will direct the Ethics & Legislative Committee to
investigate the grievance and report back to the Board their
findings and recommendations. The investigation will
include, but will not be limited to, interviews with all
concerned parties and gathering of facts and materials that
relate to the grievance. At any meeting between the Board
and/or the Ethics & Legislative Committee and any parties
involved in the grievance the parties involved may, if they
elect to, be represented by legal counsel.
GRIEVANCE PROCEDURES
1. All grievances must be
made in writing to the Board and will be referred to the
Ethics and Legislative Committee Chairperson by the
Board. In certain situations the Board may elect to
handle the grievance at the Board level. The Chairperson of
the Ethics & Legislative Committee will, within ten (10)
days of receipt of the grievance by the Committee, send
copies of the written grievance to all parties involved.
2. The Ethics & Legislative
Committee Chairperson will try to resolve the grievance
verbally with the parties involved.
3. If verbal communication
cannot resolve the grievance then the Chairperson of the
Ethics & Legislative Committee will, within thirty days of
receipt of the grievance, form a special committee made up
of members of the Board of Governors and/or members of the
Ethics & Legislative Committee. The purpose of this special
committee will be to investigate the grievance. If for any
reason there is, or appears to be, a conflict of interest
between the Chairperson of the Ethics & Legislative
Committee and the party filing the grievance the Board will
appoint another person to act as Chairperson of the
Committee to resolve the grievance. If any member of the
Ethics & Legislative Committee has, or appears to have, a
conflict of interest they must recuse themselves from
serving on the Committee as it relates to the grievance.
This Committee, upon completion of the investigation, will
report its findings and recommendations to the Board.
4. Any grievance referred
by any State or Federal Authority will be handled in the
same manner and the final outcome will be communicated back
to the State or Federal Authority.
NOTICE OF GRIEVANCE
The written grievance must be mailed to
Mortgage Bankers and Brokers Association of New Hampshire,
P.O. Box 6, Weare, NH 03281, or such address as may be
designated from time to time, and must contain at a minimum
the following:
1.
Name of
the person(s) making the grievance, his/her company name,
address and phone number.
2.
Name of
the person(s) or company the grievance is being filed
against including his/her address and phone number.
3.
A
detailed description of the grievance. This description
should include full names, addresses, dates, times, etc. and
have supporting data attached.
4.
Upon
receipt of the grievance the Executive Director of the
Association will record the date the grievance was received
and notify the Board of Governors.
BY-LAWS
The objects of this
corporation shall be:
1. to promote the welfare
of the mortgage banking and broker industry of New
Hampshire,
2. to encourage sound and
ethical business practices among its members,
3. to sponsor meetings for
the purpose of discussing various aspects of mortgage
financing and its associated fields and to provide a forum
for new ideas related to the mortgage financing industry,
4. to acquire information
and to inform its members of changes in the laws affecting
real estate and the mortgage financing industry,
5. to provide a platform,
from which the members of the mortgage banking and broker
industry can express their views on 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 financing,
7. to afford the
opportunity for those engaged in the real estate mortgage
banking and broker industry to secure the benefits of
personal acquaintance.
ARTICLE
1
NAME AND
FISCAL YEAR
Section 1.
The name of this organization shall be the Mortgage Bankers
and Brokers Association of New Hampshire, Inc.
Section 2.
The fiscal year shall be from June 1st to May 31st.
ARTICLE II
MEMBERSHIP
Section 1.
Membership shall consist of individuals, partnerships,
corporations and institutions engaged in one or more fields
of the mortgage industry in New Hampshire. Membership shall
be limited to:
(a)
Mortgage Bankers and Mortgage Brokers licensed to conduct
business in the State of New Hampshire.
(b) Companies or individuals who are engaged in purchasing,
funding, closing, selling and/or servicing real estate
mortgages in the State of New Hampshire
(c)
Life insurance companies.
(d)
Fire and casualty insurance companies.
(e) Mortgage
insurance companies and abstract and title insurance
companies.
(f)
Divisions or subsidiary companies of securities or
investment banking firms whose main activities are in the
mortgage field.
(g)
Mortgage or equity real estate investment trusts.
(h)
Attorneys who are substantially engaged in mortgage matters.
(i)
Representatives of out-of-state firms that would otherwise
qualify for membership above.
(j)
Business organizations, financial institutions, and
individuals that regularly provide services or products for
business organizations or financial institutions eligible to
be regular members.
Section 2.
There shall be three classes of members:
(a)
Regular Mortgage Banker Members and Regular Mortgage
Broker Members - A regular member is defined as one
who qualifies under Article II, Section 1 (a), above.
(b)
Affiliate Members - An affiliate member is
defined as those who qualify under Article II, Section 1 (b
- j), above, and does not qualify as a regular member. No
member who qualifies as a regular member may be an affiliate
member.
(c)
Honorary Members - Anything in these By-Laws to
the contrary notwithstanding, the Board 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 at any of its regular or
special meetings. Such membership shall have no vote and
shall not be liable for dues.
Section 3.
Anyone who qualifies in
Section 1 above shall be considered for membership only when
proposed in writing by two members in good standing.
Candidates for membership shall submit to the Membership
Committee such information as the Membership Committee may
require. In addition to submitting the required information
the candidate must also submit any dues and fees that are
required. That Committee shall recommend candidates
approved by the Committee to the Board at any regular or
special meeting of the Board. An affirmative vote of
two-thirds of the Board of Governors present shall be
necessary for election. The Executive Director or the
Secretary of the Association shall notify each candidate
promptly of his/her election or rejection.
Section 4.
Only Regular and Affiliate Members may serve on the Board
and/or as officers of the Association and may vote in such
capacity.
Section 5.
Any membership may be terminated, not renewed or suspended
by the Board at any regular meeting or at a special meeting
called for such purpose, for due cause as determined by the
Board, upon three-fourths vote of the entire Board.
Section 6.
No member shall be liable
either jointly or separately for the debts of the
Association.
Section 7.
Each regular member and
affiliate member shall be entitled to one vote at the annual
meeting. Members, other than individuals, shall appoint an
officer or partner to be their representative and to cast
his/her ballot at meetings.
Section 8.
Voting at the membership meetings shall be by voice vote
unless otherwise ordered by the President.
ARTICLE
III
DUES
Section 1.
The Board shall fix the dues for Regular Members and
Affiliate Members from time to time. Annual dues and
application fees shall be payable within thirty (30) days
after billing.
Section 2.
New Members may be required
to pay an application fee as fixed by the Board from time to
time.
Section 3.
Members approved for
membership between June 1st and November
30th shall pay a full year’s dues. Members
joining the Association after November 30th shall
pay one half the annual dues.
Section 4.
Any member failing to pay their dues within thirty (30) days
after billing shall be considered delinquent. Failure to
pay any indebtedness, including dues to the Association
after sixty (60) days shall be sufficient cause for the
Board to thereupon demand the forfeiture of the membership
in arrears. Such forfeiture shall not in any way relieve
said member from responsibility to the Association for their
indebtedness. No member who is delinquent in the payment of
their dues shall be entitled to participate in any of the
proceedings of the Association.
ARTICLE IV
BOARD OF
GOVERNORS
Section 1.
A Board of Governors, the membership of which shall be
selected by the Regular and Affiliate Members of the
Association, shall manage the affairs of the Association.
Members of the Board of Governors may be regular or
affiliate members and shall consist of thirteen members.
The Board of Governors shall include:
a.
President –
The President will not be a regular voting member of the
Board but will cast a vote only to break a tie.
b.
President
Elect
c.
Secretary
d.
Treasurer
e.
Immediate Past
President
f.
Eight (8)
members at large
g.
The President,
President Elect, Secretary, Treasurer and the Immediate Past
President shall be elected to terms of one year. Members at
Large shall be elected for terms of two years and may
succeed themselves for an additional two-year term but in no
event can a Member at Large serve more than four years (two
2 year consecutive terms) without leaving the Board for at
least one year. The filling of any un-expired term will not
be considered when computing the amount of time a person may
serve as an officer or Member at Large.
Section 2.
The Board may fill any
vacancy on the Board by a vote of the majority of those
present at a regular meeting of the Board. The person so
elected shall hold office only until the expiration date of
the term of the member whose vacancy is being filled.
Section 3.
The President of the Association shall preside at meetings
of the Board. Such meetings shall be called at a time and
place designated by the President. Reasonable notice of
such meetings shall be given each member of the Board and a
majority of the Board shall constitute a quorum.
ARTICLE V
STANDING
COMMITTEES
Section 1.
Executive Committee – The
Executive Committee shall consist of the President,
President Elect, Secretary, Treasurer and Immediate Past
President.
The President shall be
the Chairperson of the Executive Committee.
A majority of the
members of the Executive Committee shall have full power to
transact all business of the Association when the Board is
not in session. The actions of the Executive Committee
shall be reported to and ratified by the Board at their next
regular meeting.
Section 2.
Nominating Committee
- The Nominating
Committee shall consist of as many members that are required
to perform its responsibilities and shall be responsible for
recruiting qualified candidates for the Board.
Section 3.
Ethics & Legislative
Committee – The Ethics & Legislative Committee shall consist
of not less than three (3) members and not more than seven
(7) members. This Committee shall be responsible for
working with state officials, the Association lobbyist,
Board members and members of the community and industry to
insure that Association members are kept aware of all
matters related to the mortgage industry that may affect
their operations. This Committee also will be responsible
for handling grievance matters.
Section 4.
Finance Committee – The finance committee shall consist of
the Treasurer and at least three (3) members of the
Association, one of which must be a member of the Board.
The chairperson of this Committee may not be the Treasurer.
The Committee shall be responsible for reviewing and
recommending the annual budget for the Association, auditing
of the books and records maintained by the Treasurer, and
meeting regularly with the Treasurer to address any concerns
the Treasurer may have regarding the finances of the
Association. The Committee shall be responsible for hiring
an independent Certified Public Accounting firm to audit the
books of the Association. This audit shall be called at the
discretion of the Committee but in no case shall the periods
between audits be more than two (2) fiscal years.
Section 5.
Public Relations Committee – The Public Relations Committee
shall consist of as many members as are required to perform
its duties. The Public Relations Committee shall be
responsible for distribution of material that lets the
membership and public know what the Association is
accomplishing and what is happening in the mortgage industry
as it relates to the Association.
Section 6.
Education/Programs Committee – The Education/Programs
Committee shall consist of as many members as are required
to perform its duties. The Education/Programs Committee
shall be responsible for providing continuing education for
members of the Association, arranging locations and material
needed for trade and industry show appearances by the
Association and any other items that the Board may direct.
Section 7.
Membership Committee – The Membership Committee shall
consist of as many members that are required to perform its
responsibilities. The Membership Committee shall be
responsible for the recruitment of new members of the
Association.
The President of the
Association, with the advice and consent of the Board, shall
appoint members and chairpersons of all Standing Committees,
and members and chairperson of any other committee(s) that
may, from time to time, be established by the Board.
ARTICLE
VI
OFFICERS
Section 1. OFFICERS.
Officers of the
Association shall be the President, President Elect,
Secretary, Treasurer and the Immediate Past President. All
officers shall be elected for one-year terms as outlined in
Article IV Section 1 (g). At anytime an Affiliate Member
holds the office of President a Regular Member must hold the
office of President Elect and whenever an Affiliate Member
holds the office of President Elect a Regular Member must
hold the office of President.
Section 2. VACANCIES.
The Board shall
fill any vacancy among the officers by a vote of the
majority of those present at a regular meeting of the Board
in accordance with Article IV Section 1 (g). The officers
so elected shall hold office until the expiration of the
term they are filling. Term limits as outlines in Article
IV Section 1 (g) do not include any periods in which an
officer or Member at Large is filling an un-expired term.
Section 3. POWERS AND
DUTIES OF THE PRESIDENT.
The President shall preside
at all meetings of the Association. The President shall be
an ex-officio member of all standing committees. The
President shall countersign all certificates of membership;
see that the By-Laws are enforced; appoint the Chairperson
of all committees, except the Executive Committee of which
the President is the Chairperson, and members of all
committees; and shall also, with the Treasurer, sign all
contractual obligations of the Association which may be
approved by the Board. On any vote of the Board that
results in a tie the President shall cast a vote to break
the tie.
Section 4. POWERS AND
DUTIES OF THE PRESIDENT ELECT.
In case the absence of the President or his/her inability
from any cause to act, the President Elect shall perform the
duties of this office until such time as the office shall
have been permanently filled in accordance with these
By-Laws. In the event that neither the President nor the
President Elect shall be able to act, the Board shall have
the power to appoint one of its members to act as President
protempore.
Section 5. POWERS AND
DUTIES OF THE TREASURER.
The Treasurer shall oversee
receipts, deposits and disbursements of all monies of
the Association and tender an account thereof at each
meeting of the Board. The Executive Director in the name of
the Association in a bank or trust company to be selected by
the Board shall deposit all monies. All withdrawals of the
Association’s funds in excess of $5,000.00 shall be by check
signed by two Members of the Board of Governors of the
Association, one of which shall be the Treasurer, except
that in his/her absence the President or President Elect may
be substituted for the Treasurer. Withdrawals in amounts
less than $5,000.00 shall require the sole signature of the
Treasurer, President, President Elect or a delegated Member
of the Board. The Treasurer shall reconcile all bank
accounts of the Association and oversee the recording of
financial information by the Executive Director and prepare
financial reports as required by the Board of Governors.
The Treasurer shall also perform such other duties as
may be assigned by the President of the Board including
membership on the Finance Committee which will support the
Treasurer in the preparation of proposed budgets,
distribution of fund balances between cash and investment
accounts, and all other investment decisions.
Section 6. POWERS AND
DUTIES OF THE SECRETARY.
The Secretary shall record
the minutes of all meetings of the Board and the
Association, give notice of all meetings of the Association,
issue certificates of membership, be custodian of the seal
of the Association, and perform such other duties as may be
assigned by the President or the Board.
Section 7. REMOVAL OF
OFFICERS AND BOARD MEMBERS.
Any officer or Board member
elected may be removed by a vote of 2/3rds of the entire
Board whenever, in its judgment, the best interests of the
Association will be served thereby.
ARTICLE
VII
ANNUAL ELECTION
Section 1.
The annual election of
officers and members of the Board shall take place at the
annual meeting. The officers and members of the Board thus
elected shall take office immediately.
Section 2.
At least sixty (60) days
in advance of the annual meeting in each year the Nominating
Committee shall nominate a slate of officers and members of
the Board to be voted for at the annual meeting. The slate
reported by such Committee shall be filed with the Secretary
and shall be set forth in the notice of the annual meeting
to be given by the Secretary. Any members in good standing
may nominate candidates for any vacancy on the Board. Such
nomination shall be in writing with the signature of the
person so nominated and shall be placed in the hands of the
Secretary no less than thirty (30) days prior to the annual
meeting. The Secretary shall certify thereto and mail, or
email, a copy of such nominations to each member of the
Association at least five (5) days before the annual
meeting. All votes at the annual meeting shall by voice
vote unless otherwise ordered by the Chairperson of the
Nominating Committee or unless there shall be more than one
(1) candidate nominated for any vacant position in which
instance the election shall be set by secret ballot. If
secret ballots are required they shall be prepared by the
Nominating Committee and hand delivered to each regular or
affiliate voting member at the annual meeting. The
Nominating Committee shall be responsible for collecting,
counting and reporting the results of the vote to the
President.
ARTICLE VIII
MEETINGS
Section 1.
The annual meeting of the
Association shall be held in May of each year at such place
as may be designated, provided however, that the Board may,
by resolution adopted at a regular or special meeting of the
Board held not less than ten (10) days prior to the date of
such annual meeting, advance or postpone the date thereof
for a period not exceeding thirty (30) days. Notice of such
determination shall be immediately filed with the
Secretary. The Secretary shall deliver written notice via
US Mail or send the notice via email to members of the
Association of the date of the annual meeting or any
postponement thereof, not less than five (5) nor more than
forty (40) days prior to the date of said annual meeting and
such notice shall set forth the slate reported by the
Nominating Committee as provided in Article VII, Section 2
hereof.
Section 2.
In addition to annual
meetings, there shall be not less than seven (7)
meetings of the Board per fiscal year. Such meetings shall
be called at the direction of the President with the
approval of the Board. Written, emailed or printed notice
stating the place, day and hour of the meeting shall be
delivered not less than five (5) nor more than thirty (30)
days before the meeting to all members of the Board.
Section 3.
Special meetings may be
called at any time by order of the President or the Board,
or by the request of any nine (9) members of the Association
by filing with the Secretary a written call over his/her own
signatures.
Section 4.
The regular order of
business at all meetings of the Association shall be as
follows.
1.
Reading of the minutes of the last meeting.
2.
Reports of standing committees.
3.
Reports of special committees.
4.
General business.
Robert’s Rules of Order
shall govern the meetings of the Association when not
inconsistent with these By-Laws. Members may be permitted
to bring guests except at closed meetings, provided they
notify the Secretary in advance.
ARTICLE
IX
AMENDMENTS
Section 1.
These bylaws may be amended
or repealed in whole or in part by an affirmative vote of
the majority of the regular and affiliate membership voting
at the annual meeting. Notice of the amendment or repeal
must be given to the general membership at least thirty (30)
days prior to the annual meeting.
Section 2.
An amendment may be offered
by any member of the Association at any meeting thereof and
if receiving an affirmative majority vote of the regular and
affiliate members present, shall be reduced to writing and
submitted by the Secretary to the Board at least fifteen
(15) days prior to the next regular meeting of the Board.
At this meeting a 3/4ths vote of the entire Board present
shall be required for its presentation to the general
membership at the next annual meeting.
ARTICLE
X
MISCELLANEOUS
Section 1.
Any notice required to be
given under the By-Laws may be waived in writing signed by
the person or persons entitled to said notice whether before
or after the time stated therein. Notices will be
considered given when sent via email and/or regular United
States Postal Service mail to members of the Association.
These Bylaws have been amended and approved
on this 3rd day of May 2007 at the annual meeting of the
Association.
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