ARTICLE I
Name and Mission Statement
The name of the corporation is Mortgage Bankers Association of Greater Kansas City (the “Association”). The name and seal are the property of the Association and neither shall be used by the members for any purpose without the prior written approval of the Board of Governors. Any infraction of this By-Law shall subject the offending members to expulsion from the Association.
The mission of this Association shall be to preserve and improve the mortgage banking business and to encourage its use in the making and servicing of mortgage loan investments; to encourage among its members sound business practices and methods in the making, marketing and servicing of real estate mortgage loans; to inform its members of changes in mortgage laws and as to pending legislation affecting the real estate and mortgage business; to sponsor educational meetings for the discussion of real estate mortgage problems; to cooperate with public and private agencies in the establishment of sound real estate practices; and such other matters as from time to time may be approved by the Board of Governors.
ARTICLE II
Membership
2.1 Membership. The membership of this Association shall consist of Regular members and Associate Members.
2.2 Regular Members. Regular Membership shall be limited to one of the following:
1) Any person, firm or corporation who is engaged in business as a mortgage loan correspondent and servicing agent for institutional investors; and who has been in said business two (2) years.
2) Any person, firm or corporation (including branch offices) who solely makes mortgage loans with its own funds or for another services mortgage loans for its account or for another, or both; and who has been in business two (2) years.
3) Commercial banks, savings and loan associations, life insurance companies, real estate investment trusts, public or private investment funds, pension funds and similar institutions that invest a significant portion of their assets in first mortgage loans on real estate.
2.3 Associate Members. Any person, firm or corporation which shall not be eligible for Regular Membership, but which shall consist of one of the following shall be eligible for membership in the Association as an Associate Member.
1) Title insurance companies and / or trusts or local agents of title insurance companies and/or trusts and mortgage insurance companies.
2) Attorneys, appraisers, accounting organizations, architects or engineers retained by Regular Members.
3) Any person, firm or corporation acceptable to the Board of Governors.
2.4 Voting. Each Regular and Associate Member shall designate one (1) voting representative.
2.5 Application for membership, containing the recommendation of two (2) Regular or Associate Members, shall be in writing on the form provided for such use and shall be filed with the Secretary. The Secretary shall forward such application with all qualifying information to the Board of Governors. Applicants may be admitted only by a majority vote of the Board of Governors present at the time of such vote. Notice of admission to Membership shall be sent by the Secretary to the applicant with a statement of the dues to be paid by it as hereinafter provided.
2.6 Transfer of Membership. Membership in the Association is not transferable or assignable. Any sale, transfer, merger reorganization, or other disposition resulting in a material change in the ownership of the Member, shall be deemed a transfer of assignment. In such event, the surviving organization shall re-apply for membership. If the applicant is approved, current dues paid will be applied to the new membership. If the applicant is rejected, the original membership shall be immediately canceled and current dues paid under the original membership shall be forfeited.
2.7 Membership in State Association. Each Regular and Associate Member must hold concurrent membership in the Mortgage Bankers Association of Missouri provided such organization is sanctioned by the Mortgage Bankers Association of America. This requirement may be waived by the Board of Governors as deemed necessary, or for member or applicants who do not maintain offices in the State of Missouri, or the Greater Kansas City Standard Metropolitan Statistical Area.
ARTICLE III
Meeting of Membership
3.1 Annual Meeting. The annual meeting of the Association shall be during the month of December of each year as may be designated by the Board of Governors, and shall be held in such place as designated by the Board of Governors.
3.2 Monthly Meetings. Monthly meetings of the membership shall be called by an officer of the Association and shall be held on such date, time and place as designated by the Board of Governors.
3.3 Other Special Meetings. Other special meetings of the membership of the Association shall be called by the President or Secretary with the approval of the Board of Governors.
3.4 Place of Meetings. All meetings of the membership shall be held at such place in the Greater Kansas City, as shall be designated by the Board of Governors.
3.5 Notice of Meetings. The Executive Director shall deliver notice to each member of the Association at least ten (10) days prior to the day of any annual, monthly or special meeting
3.6 Quorum. The presence at any meeting of the membership of twenty percent (20%) of the voting members of the Association shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting, without notice other than announcement at the meeting, the members entitled to vote shall have the power to adjourn the meeting until a quorum shall be present.
3.7 Guest. Each member, both Regular and Associate, shall have the right to invite guests to the annual and monthly meeting by paying such fee as set forth by the Board of Governors.
ARTICLE IV
Board of Governors
4.1 General Powers. The affairs of the Association shall be managed by a Board of Governors which shall consist of ten (10) individuals. The members shall be the immediate Past President, President, Vice President, Secretary/Treasurer and six (6) Directors, three (3) of whom shall be elected annually for terms of two (2) years each. All officers shall serve terms of one (1) year each. Any vacancies shall be filled in the manner hereinafter provided under Article VIII.
4.2 Qualifications. All officers and directors shall be members of a Regular or Associate Member in good standing.
4.3 Meetings. Regular Meetings of the Board of Governors shall be held monthly upon written notice by the Executive Director. A quorum shall be required for the transaction of any business that may come before the meeting. The President may call a Special Meeting upon three (3) days notice. A quorum shall consist of no less than six (6) members of the Board.
4.4 Staff and Management. The Board of Governors may retain and employ an executive director, staff, employees, management companies, brokers, accountants, attorneys and other professionals as they deem necessary or appropriate to carry on the business of the Association.
4.5 Liaisons. The Board of Governors may extend an invitation to attend meetings of the Board to liaisons from trade organizations deemed by the Board to be in its best interest. Any such invited liaisons shall have no vote in the matters brought before the Board.
ARTICLE V
Officers
The officers of this Association shall be a President, Vice President and Secretary/Treasurer, who shall be elected at the annual meeting of the membership. Each officer must have served at least one (1) year on the Board of Governors. All officers shall be elected for a term of one (1) year.
ARTICLE VI
Powers and Duties of Officers
6.1 President. The President shall preside at all meetings of the Association, Board of Governors and the Executive Committee. The President shall have general charge of the affairs and business of the Association, subject to the supervision and control of the Board of Governors. The President shall appoint all Committees subject to the approval of the Board of Governors. The President shall be an ex-officio member of all Committees. The President, with the Executive Director, shall sign all written contracts and written obligations of the Association which may be approved by the Board of Governors.
6.2 Vice President. In case of the death or absence of the President, or of the President’s inability in any case to act, the Vice-President shall perform the duties of the office until such time as a vacancy shall have been filled in accordance with Article VIII of the By-Laws.
6.3 Secretary/Treasurer: The Secretary/Treasurer shall assist the Executive Director in keeping records of the proceedings of the meetings of the Board of Governors and all matters of which a record shall be deemed advisable by the Association, conduct the correspondence of the Association, keeping a roll of the members as well as issuing meeting notices and in the collection and disbursements of funds under the direction of the Board of Governors.
6.4 Removal of Officers or Board of Governors. The Board of Governors, by an affirmative vote of 3/4ths. of the governors voting, shall have the authority to remove any officer of the Association or dismiss any member of the Board of Governors from the Board whenever in the judgment of the Board the best interest of the Association will be served. Such action shall be after notice to and an opportunity to be heard from the officer or member of the Board of Governors who is to be removed or dismissed.
ARTICLEVII
Elections
7.1 Officers and Board of Governors. The three (3) officers and three (3) Directors of the Board of Governors shall be elected by ballot at the Annual Meeting of the Association held in December each year. In October of each year the President shall instruct the Nominating Committee to proceed with the selection of candidates for each office to be filled. The Nominating Committee shall report in writing at the Annual Meeting submitting at least one candidate for each office to be filled. Additional candidates may be nominated from the floor.
7.2 Majority Vote. A majority of the vote cast for each office shall be required to elect a candidate. In the case of offices for which only one candidate is to be elected, if on the first ballot cast no candidate shall receive a majority, then a run-off shall be held between the two candidates having received the highest number of votes. In the case of officers for which more than one candidate is elected, if on any ballot the requisite number to be elected shall fail to receive a majority, then any candidate who has received a majority shall be declared elected and another ballot cast. If on any ballot no candidate shall receive a majority, then the candidate receiving the lowest number of votes shall be dropped and another ballot cast.
7.3 Installation. The officers and directors so elected shall be installed at the December meeting of the Association.
ARTICLE VIII
Vacancies
A vacancy in any office or in the Board of Governors shall be filled by appointment by two-thirds majority of the Board of Governors present at any meeting. Such appointment shall be effective for the entire unexpired term of the vacancy so filled.
ARTICLE IX
Committees
9.1 Nominating Committee. The Nominating Committee shall consist of four (4) members, one (1) of whom shall be the immediate Past President of the Association, who shall serve as chairman. The three (3) other members of the committee shall be appointed by the President with the approval of the Board of Governors. Each member shall serve a term of one (1) year. Each member shall not be an officer of member of the Board of Governors.
9.2 Membership Committee. The membership Committee shall contact firms and individuals eligible for membership in the Association, and to investigate the character and qualifications of applicants for membership. The Executive Director shall assist this Committee in any way requested.
9.3 Program Committee. The Program Committee shall plan and conduct programs for the regular monthly meetings of the Association. The Vice-President shall be the chairman of this Committee.
9.4 Good Business Committee. The Good Business Committee shall consist of such members of the Board of Governors as designated by the President. They shall monitor the observance of the membership with the Canons of Ethics and Standards of Practices promulgated by the Board of Governors of the Mortgage Bankers Association of America and any amendments thereto. The Committee shall watch for infractions of good loan practices pertaining to the general mortgage business. Any infractions shall be presented to the Board of Governors for determination of further action.
9.5 Publicity Committee. The Publicity Committee shall be members of the Board who shall report to the newspapers and other publications matters of general public interest concerning the Association or its work. They shall prepare and submit to the Board such public advertising as might be desirable for the Association.
9.6 Education and Research Committee. The Education and Research Committee’s purpose shall be to accumulate information and facts pertaining to the mortgage business and to disseminate this data to the members of the Association and to the general public. The Committee may conduct seminars, training sessions, workshops and similar programs for Realtors and other interested parties.
9.7 Executive Committee. The Executive Committee shall consist of the President, who shall serve as chairman, Vice President, Secretary/Treasurer and immediate Past President of the Association. The Executive Committee shall have duties as shall be delegated to it by the Board of Governors.
9.8 Other Committees and Liaisons. The President or the Board of Governors may create such other committees and liaisons as may be deemed necessary from time to time.
ARTICLE X
Dues
10.1 Annual Dues. The Board of Governors shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the Association by members of each class.
10.2 Payment of Dues. Dues shall be payable by the first day of January of each year. Each new member shall pay annual dues for a full year at the time of application and acceptance of membership unless Board determines otherwise. Any portion of such payment allocable to the period of the year prior to the new members’ acceptance may be credited to the following year.
10.3 Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of sixty (60) days from the beginning of the fiscal year or period of which such dues become payable, its membership may thereupon be terminated by the Board of Governors.
10.4 State Dues. The Association shall have the right to collect dues for and on behalf of the Mortgage Bankers Association of Missouri.
ARTICLE XI
Code of Ethics
The Association hereby adopts as its code of Ethics the Canons of Ethics and Standards of Practices promulgated by the Board of Governors of the Mortgage Bankers Association of America on April 13, 1976 and any amendments thereto now or hereinafter enacted. Each new member of the Association shall be given a copy of such Standards.
ARTICLE XII
Amendments
These By-Laws may be amended or repealed in whole or part by the Board of Governors of the Association at any regular meeting, subject, however, to either (1) approval of the voting membership at any Annual Meeting or a Special Meeting called for that purpose by a vote of two-thirds of the voting Members present, provided that a quorum is present and provided, further, that at least ten (10) days notice, in writing, of such proposed amendment has been mailed to each Voting Member Representative of the Association by the Secretary or (2) approval obtained in writing of two-thirds of all members entitled to vote with respect thereto.
ARTICLE XIII
Miscellaneous
13.1 Trade Names. The Association seal and name “Mortgage Bankers Association of Greater Kansas City” are the property of the Association, and neither shall be used by the members for any purpose without the prior approval of the Board of Governors. Any infraction of this By-Law shall subject the offending members to expulsion from the Association.
13.2 Fiscal Year. The Association’s fiscal year shall be a calendar.
13.3 Loans to Officers and Compensation Prohibited. No loan shall be made or any salary paid by the Association to any of its officers or directors. Any director of the Association who votes for or assents to the making of any such loan or payments of such salary and any officer participating in the making of such loan or payment of such salary shall be jointly and severally liable to the Association for the amount of such loan or salary until its repayment. The provision hereof shall not preclude the reimbursement of any officer or director for actual expenses authorized and advanced on behalf of the Association.
13.4 Indemnity. Each officer, director and employee of the Association shall be indemnified by the Association against expenses reasonably incurred in connection with any action, suit or proceeding to which he or she may be a party by reason of being or having been an officer, director or employee of the Association except in relation to matters as to which he or she shall be finally adjudicated in such proceedings to have been derelict in the performance of duty as an officer, director or employee.
13.5 Parliamentary Procedure. The parliamentary rules and orders contained in Robert’s Rules of Order, Revised, except as otherwise provided herein, shall govern all meetings of the Association and all meetings of the Board of Governors.