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PSMLA Bylaws

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Revised 2.2023

Preamble

    WHEREAS Puget Sound Mortgage Lenders Association (PSMLA) subscribes to the purposes for which the Mortgage Bankers Association of America was organized, which are:

    • Nurture the mortgage banking system and affiliated industries
    • Encourage sound and ethical business practices among its members
    • Educate its members of changes in mortgage laws, lending practices, and pending legislation affecting industry standards
    • Sponsor meetings and education programs

    WHEREAS the members of this association are mindful the soundness, usefulness, prosperity and future of mortgage banking depends upon the honor, integrity, and fidelity of all personnel in the business.

    Canon 1

    Members shall conduct their business in a professional manner ensuring their personnel are knowledgeable in mortgage sector in which they participate and are acting with sound industry practices.

    Canon 2

    Members shall act in conformity with applicable laws and regulations and shall cooperate with all governmental bodies in the interest of establishing and maintaining an efficient and fair framework for mortgage credit.

    Canon 3

    Members shall act in a manner recognizing integrity and confidence are essential in mortgage banking.

    Article I – Membership

    Company membership:

    Company membership shall be available to all companies located in the state of Washington engaging in mortgage related business as determined by the Board of Directors, to be known as The Board throughout document.  Any employee of a member company is entitled to full benefits of membership other than voting as described in Article VI.  Each member company shall appoint one authorized voting delegate.

    Individual membership:

    Individual membership shall be available to any individual engaging in mortgage related business located in the state of Washington.  Individual members must be employed at the beginning of each calendar year by an employer qualified for membership.  Individual membership type shall be the same as if individual’s employer was a member.

    Membership type:

    1. Lender membership: Member shall be a company or individual whose employer is directly involved in the origination and/or servicing of mortgage loans as a primary function of business
    1. Affiliate membership: Member shall be a company or individual whose employer is engaged in a mortgage related business not directly involved in the origination and/or servicing or mortgage loans as a primary function of business.

     

    Privileges:

    1. All individual members and employees of member companies are entitled to attend general membership meetings and regularly scheduled Board meetings.
    2. Each individual member and each authorized voting delegate of a member company shall have one vote so long as their dues are current.
    3. If there is more than one individual member employed by a non-member employer, each individual member shall have prorated share of one vote.
    4. All individual members and employees of member companies are entitled to hold office, subject to the limitations set forth in these bylaws.

    Code of ethics:

    All members shall adhere to the Code of Ethics as adopted and amended periodically by The Board.

    Article II – Admission

    Any who seek membership shall be considered only when proposed in writing.  Candidates thus proposed shall be voted upon by a quorum of The Board and shall be considered accepted with at least two-thirds affirmative vote by those present.  Membership applications must be accompanied by sufficient funds for dues through end of current fiscal year.  Membership applications shall be presented at a regular Board meeting.

    Article III – Suspension/expulsion

    Any member may be suspended or expelled for due cause.  Suspension or expulsion may only be presented to The Board for a vote.  If due cause is determined by majority of The Board and any Lifetime Directors, a two-thirds vote of present voting members is required for suspense or expulsion.

    Article IV – Dues

    Annual membership dues shall be fixed by The Board and are payable at the beginning of each fiscal year.  Dues are reviewed periodically, and The Board may amend amount for the unexpired portion of the fiscal year during which a new member may be granted membership.  Dues are required no later than end of first fiscal quarter.  Dues paid after first fiscal quarter will be subject to full amount of current membership.  Dues paid after June 30th will be charged at half the rate of current membership.

     

    Article V – Board of Directors

    Powers: The Board shall manage affairs of the Corporation and shall exercise all powers granted by Title 24.03 of the Revised Code of Washington.

    Composition: The Board shall consist of the President, President Elect, Past President, Treasurer (voted by The Board), Secretary, social media Director, three Directors, and any member qualifying as a Lifetime Director.

    Voting privileges: Each member of the Board be expected to attend all meetings of The Board.  Each member of the Board shall have one vote upon any matter requiring approval of the Board.  Only those members of the Board shall have the privilege of voting upon such matters.  The exception: any member of the Board shall have attended at least one of the previous two regularly scheduled meetings of the Board to retain voting privileges.

    Term of office:  All terms shall correspond to dates in calendar year.  Two director positions available on odd years and two on even years.

    1. The President, President Elect, and Past President: one year term for each position.
    2. Treasurer: two-year term.
    3. Secretary: one-year term.
    4. Social Media Director: two-year term
    5. Director: two-year term
    6. Any Past President and Lifetime Directors: may serve indefinitely if they continue to meet the Association’s requirements for membership to the Board.

    Vacancies: Any vacancy occurring in The Board shall be filled by a majority vote of remaining members of The Board.  Member so selected shall serve remaining term of vacated office.

    Removal: Any Director may be removed with cause by a majority vote of a quorum of The Board at a meeting.  The notice of which sets forth proposed action and any reasons, require petition of ten percent (10%) of the voting members.

    Restriction: No more than two persons from any single member company shall be a member of The Board.

    Succession: Upon expiration of the President’s term, the President Elect shall automatically succeed to the office of President for the next term.  All other offices shall be filled by an election as described in Article VI.

    Membership type:

    1. Lender members may hold any office
    2. Associate members may hold any office except President or President Elect

    Officer Duties: The principal duties of the officers are as follows:

    1. President: Shall be the chief executive officer of the corporation and subject to the direction and control of the Board, shall have general charge and supervision over its management and affairs.  They shall preside over membership and Board meetings.
    2. President Elect: In the absence of the President or their inability to act, President Elect shall act in their place and stead and shall have all the powers and authority of The President except as limited by resolution of the Board.
    3. Treasurer: Subject to the direction and control of the Board, Treasurer shall have custody, control, and disposition of funds and securities of the corporation and shall account for the same.  Treasurer shall be responsible for timely payments of disbursements and shall be readily accessible to Board members and committee chairs.  The treasurer shall maintain the association’s membership roster as well as the official listing of the authorized voting delegate of each member company.  At the expiration of term of office, Treasurer shall turn over to successor all property of the association in their possession or under their control.
    4. Secretary: Shall keep minutes of general membership meetings, Board meetings, and annual planning meeting.  In addition, Secretary shall cause all notices to be sent in accordance with the provisions of these bylaws or as required by The Articles of Incorporation or by law.  Secretary shall also perform other duties as needed assigned by the President or the Board.
    5. Social Medica Director: Shall be a specialized Director focused on keeping association social media accounts up to date for current membership.  This includes information regarding general membership meetings, education events, charity events, announcements, any other applicable information as needed.  Periodically, at the direction of the Board, President will make themselves available for video and written promotion to be distributed via e-mail and social media for promotion of the association.
    6. Director: shall be a liaison between active membership and the Board.  They will help facilitate general membership meetings and goals of the association to the general membership.  Other roles will include welcoming and introducing potential new members at general membership meetings, identify membership retention opportunities, and creation of new membership.  Directors shall promote general membership meetings, bring feedback regarding general membership meetings, education and charity events, and other tasks as needed to better the association.  Directors are expected to attend Board meetings, general membership meetings, and charity events.  They will perform such duties as assigned by the President or Membership Committee.  In addition, they may become a committee chair with additional responsibilities and involvement entrusted to them by The Board and/or President.
    7. Lifetime Director: Member shall qualify as a Lifetime Director so long as they continue to meet the association’s requirements for members.  For lender members, attained the position of President and served association at least seven years in the capacity of Officer or Director.  For associate members attained an officer’s position and served the association at least seven years in the capacity of Officer or Director.  Lifetime Director shall have same authority and privileges vested in elected Directors.  Lifetime Directors shall have attended at least four of the previous six regularly scheduled Board meetings to retain voting privileges.

    Article VI. – Elections

    Voting: All officers and Directors, except for President and Past President, must be elected by closed written ballot or e-mail of voting members-each voting member shall have one vote.  Nominations will be made in October starting at general membership meeting, closing at November general membership meeting.  Those identified and accepting of their nomination will run for an identified individual office.  In November, a ballot shall be sent via regular mail or e-mail to each voting member prior to the annual election meeting.  Only ballots in the possession of the Board prior to the adjournment of annual election meeting shall be counted.  The winning elected directors will be placed into position identified by the Board.  The new Board will be certified by a majority vote of the current Board and announced at the meeting the first week of December and installed at the Annual Holiday Charity Auction event or held at another appropriate time so deemed by the current Board.

    Article VII – Books and Records

    The Corporation shall keep complete books and records of accounts and minutes of proceedings of the Board as well as any other social meetings conducted on behalf of the Corporation.

    Article VIII – Indemnification of Officers and Directors

    Each Officer and Director now or hereafter serving the Corporation and respective heirs and estate of each of them shall be indemnified by the Corporation to the fullest extent provided by law and against all costs, expenses, judgments, and liabilities including attorney’s fees reasonably incurred by, or imposed upon them in connection with, or resulting from any claim, action, suit, or proceedings in which they may be made a party by reason of them being, or having been a Director or Officer by reason of any action alleged to have taken place or admitted to by them as such time of incurring such costs, expenses, judgments, and liabilities: provided their conduct meets the standard and requirements set forth or hereafter adopted.

    1. The foregoing right of indemnification shall not be exclusive of any other rights to which such Director or Officer may be entitled as a matter of law.
    2. Corporation may obtain insurance on behalf of any person who is, or was a Director, Officer, employee, or agent against any liability arising out of their status as such, whether the Corporation would have the power to indemnify the against such liability.

    Article IX – Fiscal Year

    The fiscal year of this Corporation shall commence on January 1 and end December 31.

    Article X – Meetings

    Annual Election Meeting: Shall be held in the month of November at a time and place designated by the Board.  In addition to normal business of the Corporation, election of Officers and Directors shall be held at annual election meeting.

    Annual Planning Meeting: Shall be held each January and shall be conducted by incoming President.  The time and place of meeting shall be set at the December Board meeting.  Attendance is open to all members.

    General Membership and Board of Directors Meeting: All general membership and Board meetings shall be held at times and places as designated periodically by the Board and shall be open to all members.

    Quorum:

    1. Ten voting members shall constitute a quorum at general membership meetings.
    2. Five members of the Board eligible to vote shall constitute a quorum at Board meetings.

    Notices: Secretary shall mail or e-mail notice of the Annual Election Meeting and other special membership meetings to all members whose address appears on the association’s membership roster.  Notice shall be sent at least ten days preceding such meeting unless a shorter period is designated by the Board.

    Article XI – Annual Audit

    At the beginning of each calendar year, the Board shall perform an audit of the Corporation’s books as of close of business the last day of December of the previous fiscal year.  The Board performing the audit shall consist of at least the following Board members: outgoing President, incoming President, outgoing Treasurer, and incoming Treasurer.  This audit shall take place at a time and place of mutual choosing, but every attempt shall be made to conduct the audit in a timely manner but no later than January 31st.

    Article XII – Rules of Order

    The rules contain the most recent edition of Robert’s Rules of Order, newly revised, shall govern all meetings of Members and Directors where those rules are not inconsistent with the Articles of Incorporation, Bylaws, or special rules of order of the Corporation.

    Article XIII – Amendment

    These Bylaws may be amended or repealed upon the affirmative vote of two-thirds of board members present, the notice for which has included the text of the proposal.  A minimum of five board members eligible to vote must be present.