Austin
Mortgage Bankers 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 Austin, Texas and the
surrounding communities in a Social atmosphere;
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 Texas. Dues are paid on an
individual basis.
Section
2. Classes of membership. There shall
be three classes of members:
(a). Regular
Members - Regular members may serve as Board Members, Committee
Chairs and Committee 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) Mortgage insurance companies
(5) Credit Unions; and
(6) 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. Associate Members may serve on any Committee
and serve as Committee Chair as appointed by the Board.
(1) Fire
and casualty insurance companies;
(2) Divisions of subsidiary companies
of securities or investment
banking firms whose main activities
are in the mortgage field;
(3) Mortgage or equity real estate
investment trusts;
(4) Colleges, trust estates, public or
private funds, and labor
organizations; and
(5) Law firms
(6) 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. Members shall become active
and elected upon completion of the Membership Application and
annual dues paid in full provided members are eligible for
association.
Section
4. Voting.
Each individual
has one vote.
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 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 memberships may
be selected from the associate members of the Association. There
are no limits to At-Large appointees. The President shall act as
the Director. Such Board of Directors shall be comprised as
follows:
President
Immediate Past
President
Vice
President
Treasurer
Secretary
At-Large
Appointee(s)
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. The
President will immediately appoint an interim position as vacancies
on the Board arise.
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, Treasurer and Secretary 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
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 of all committees; and
he shall, with the 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. Treasurer Powers and
Duties.
The Treasurer
shall receive and disburse all monies 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.
Section 5.
Secretary
The Secretary
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.
Section
6. 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
judgment, the best interests of the Association will be served
thereby.
Removal must be
initiated by a Board member and seconded by a Board member before
any removal action may take place. Members may be removed with or
without cause (at will).
Section 7.
Committees
Committee
nominations are at the discretion of the President and may be
formed as needed or requested. Committees must be approved by a
simple majority of the Board. Each Committee will have one
Committee Chair. The Committee Chair shall have the exclusive
power to nominate and approve said Committee members, set meetings
and set Committee goals.
Committees
should include yet not limited to Membership, Social, and
Education.
ARTICLE
VI
Annual Election and Term of
Office
Section
1. The President shall retain all
powers to nominate new Board members in accordance with the
positions set forth in Article VI, Section 1 of the By-Laws, and
Secretary on an annual basis. In order to be eligible to become a
Director, the person must be a regular member of the
Association.
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, Treasurer and
Secretary. The Vice President will become the President at the end
of the one year term as Vice President, the Treasurer will become
Vice President, and the Secretary will become Treasurer.
Section 3.
The newly elected President will appoint the Secretary for the
upcoming year.
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.
Section 3.
The Association meets on the first Wednesday of each month for its
social and educational luncheon. The Board determines place and
time of said meetings.
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.
Voted and
approved by Austin Mortgage Bankers Association membership at its
regular meeting March 2004.