WHEREAS, Puget Sound Mortgage Lenders Association subscribes to the purposes for which the Mortgage Bankers Association of America was organized, which are:
- Nurture the mortgage banking correspondent and brokerage system.
- Improve and expand the performance of the secondary market for mortgages.
- Encourage sound and ethical business practices among its members.
- Conduct research in financing techniques that improve the effectiveness of the mortgage banker’s participation in the nationwide market for mortgages.
- Inform its members of changes in mortgage laws and lending practices as well as pending legislation that affects the secondary market for mortgages.
- Sponsor meetings and education programs.
- Cooperate with public and private agencies in the establishment of real estate appraisal practices.
WHEREAS, The Members of this Association are mindful that the soundness, usefulness, prosperity, and future of Mortgage Banking depends upon the honor, integrity, and fidelity of all personnel in the business.
Members shall act in the 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 credit.
Members shall act in a manner that recognizes that integrity and confidence are essential in the mortgage banking business.
Members shall accord oral agreements with the same sanctity given to written agreements.
Members shall not breach or avoid an agreement or commitment.
ARTICLE I. MEMBERSHIP
Company Membership shall be available to all companies having offices in the State of Washington who are engaged in mortgage-related business as determined by the Board of Directors. Any employee of a Member Company is entitled to all the full benefits of membership other than voting as described in Article VII.? Each Member Company shall appoint one Authorized Voting Delegate.
Individual Membership shall be available to any individual who is engaged in a 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 his/her employer was a member.
a). Lender Membership: A lender 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.
b). Affiliate Membership: An affiliate member shall be a company or individual whose employer is engaged in a mortgage related business but is not directly involved in the origination and/or servicing of mortgage loans as a primary function of business.
a) All individual Members and employees of Member Companies are entitled to attend General Membership Meetings and regularly scheduled Board of Directors Meetings.
b) Each Individual Member and each Authorized Voting Delegate of a Member Company shall have one vote so long as their dues are currently paid.
c) If there is more than one Individual Member employed by a non member employer, each Individual Member shall have pro rata share of one vote.
d) All Individual Members and employees of Member Company 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 from time to time by the Board of Directors.
ARTICLE II. ADMISSION
Any who seek membership shall be considered only when proposed in writing and sponsored by an existing member. Candidates thus proposed shall be voted upon by a Quorum of the Board of Directors and shall be considered accepted with at least a two-thirds affirmative vote by those present. Membership applications must be accompanied by sufficient funds for dues through the end of the current fiscal year. Membership applications shall be presented at a regular Board of Directors Meeting at which time the Sponsor shall be present to recommend the applicant. A written recommendation shall be acceptable in lieu of a personal appearance by the Sponsor.
ARTICLE III. SUSPENSION/EXPULSION
Any member may be suspended or expelled for due cause. Such suspension or expulsion may only be presented to the Voting Members for a vote upon the determination by the Board of Directors by a majority of all nine members plus any Lifetime Directors that due cause exists. A two-thirds vote of the Voting Members present shall be necessary for such suspension or expulsion.
ARTICLE IV. DUES
The annual dues of Company Memberships and Individual Memberships shall be fixed by the Board of Directors from time to time and shall be payable in advance at the beginning of each fiscal year, provided that the Board of Directors may amend this amount for the unexpired portion of the fiscal year during which a new member may be admitted to membership.
ARTICLE V. BOARD OF DIRECTORS
Powers: The board of Directors shall manage the affairs of the Corporation and shall exercise all powers granted by Title 24.03 of the Revised Code of Washington.
Composition: The Board of Directors shall consist of the President, President Elect, Vice President, Secretary, Treasurer and Past President, together with three Directors elected for a term of three years each from the membership and any members qualifying as Lifetime Directors. The election of Directors shall be in the same manner as that for Officers.
Voting Privileges: Each member of the Board of Directors shall be expected to attend all meetings of the Board of Directors. Each member of the Board of Directors shall have one vote upon any matter requiring the approval of the Board of Directors.Only those members of the Board of Directors shall have the privilege of voting upon such matters. The exception of Officers of Directors in the first two months of office, any Officer or Director shall have attended at least one of the previous two regularly scheduled meetings at the Board of Directors to retain voting privileges.
Term of Office: The President shall serve a two year term. President Elect is a one year term. Vice President is a one year term. Each Director shall serve a three year term. Lifetime Directors may serve as long as he/she continues to meet the Association’s requirements for membership. All terms of the office shall correspond to the dates of the calendar year.
Vacancies: Any vacancy occurring in the Board of Directors shall be filled by vote to a majority of the remaining members of the Board of Directors. The member so elected shall serve the remaining term of the vacated office.
Removal: Any Director may be removed with or without cause by a vote of a majority of a Quorum of the Board of Directors at a meeting, the notice of which sets forth the proposed action and any reasons therefore. A petition of ten percent (10%) of the Voting Members shall cause such a meeting to be held.
Restriction: No more than two persons from any one Member Company shall be a member of the Board of Directors.
Lifetime Director: A member shall qualify as a Lifetime Director 1) so long as he/she continues to meet the Association’s requirements for members and 2a) for lender members attained the position of President and served the Association at least seven years in the capacity of Officer or Director. 2b) for associate members attained an Officer’s position and served the Association at least seven years in the capacity of Officer or Director.
3a.) Lifetime Director shall have the same authority and privileges vested in duly elected Directors.
b.) Lifetime Directors shall have attended at least four of the previous six regularly scheduled meetings of the Board of Directors to retain voting privileges.
1. Membership type:
a.) Lender Members may hold any office.
b.) Associate Members may hold any office except President, President Elect, or Vice President.
2. Offices: The Corporation shall have a President, President Elect, Vice President, Secretary and Treasurer. The principal duties of the Officers are as follows:
a.) President:: The President shall be the chief executive officer of the Corporation and, subject to the direction and control of the Board of Directors, shall have general charge and supervision over its management and affairs. He/she shall preside at meetings of the Membership and the Board of Directors.
b.) President Elect: In the absence of the President or his/her inability to act, the President Elect shall act in his/her place and stead and shall have all the powers and authority of the President, except as limited by resolution of the Board of Directors.
c.) Vice President: In the absence of the President Elect or his/her inability to act, the Vice President shall act in his/her place and stead.
d.) Secretary: The Secretary shall keep minutes of the General Membership Meetings, Board of Directors Meetings and the Annual Planning Meeting. In addition, the 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. The Secretary shall also perform such duties as from time to time may be assigned by the President or the Board of Directors.
e.) Treasurer: Subject to the direction and control of the Board of Directors, the Treasurer shall have the custody, control and disposition of the funds and securities of the Corporation and shall account for the same. The Treasurer shall be responsible for the timely payment of all disbursements authorized by the Board of Directors and shall be readily accessible to all Board of Directors members and Committee Chairs. The Treasurer shall maintain the Corporation’s membership roster as well as the official listing of the Authorized Voting Delegate of each Member Company. At the expiration of his/her term of office, the Treasurer shall turn over to his/her successor all property of the Corporation in his/her possession or under his/her control.
3.) Vacancies: The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the remaining term of the vacated office.
4.) Removal: The Board of Directors shall have the right to remove any Officer with or without cause whenever, in its judgment, the best interests of the Corporation will be served thereby.
5.) Restrictions: No more than two persons from any one member institution shall be an Officer of the Corporation at any one time.
6.) Succession: Upon the expiration of the term for the President, the outgoing 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 VII.
ARTICLE VII. ELECTIONS
Voting: (Except for President) All Officers and Directors must be elected by closed written ballot of the Voting Members. Each voting Member shall have one vote. In the month of November the Secretary will send a ballot via e-mail or fax to each voting Member prior to the Annual Election Meeting. Only those ballots in the possession of the Secretary prior to adjournment of the Annual Election Meeting shall be counted.
Nominations: A Nominating Committee shall be selected by the Board of Directors and will endeavor to provide at least two nominees for each vacant position. Nominations will be closed at the adjournment of the General Membership Meeting prior to the Annual Election Meeting and shall consist of those nominated by the Nominating Committee and any others tendered by the general membership. Only those individuals who accept nomination shall be listed on the ballot.
Eligibility Requirements: All candidates for Officers must be employees of Member Companies or must hold an Individual Membership.
ARTICLE VIII. BOOKS AND RECORDS
The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and General Membership Meetings as well as any other social meetings conducted on behalf of the Corporation. Any person dealing with the Corporation may relay upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or Members and certified by the President or Secretary.
ARTICLE IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each Director and Officer now or hereafter serving the Corporation and the respective heirs and estate of each of them shall be indemnified by the Corporation to the fullest extend provided by law and against all costs, expenses, judgments, and liabilities, including attorney’s fees, reasonably incurred by or imposed upon him/her in connection with or resulting from any claim, action, suit, or proceedings in which he/she is or may be made a party by reason of his being or having been such Director or Officer by reason of any action alleged to have taken or admitted by him/her as such reason of any action alleged to have been taken or admitted by him/her as such time of incurring such costs, expenses, judgments, and liabilities; provided that his/her conduct meets the standard and requirements set force 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.) The Corporation may obtain insurance on behalf of any person who is or was a Director, Office, employee or an agent against any liability arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability.
The fiscal year of this Corporation shall commence January 1, and end the last day of December
ARTICLE XI. MEETINGS
- Annual Election Meeting: The Annual Election Meeting shall be held in the month of November at a time and place designated by the Board of Directors. In addition to the normal business of the Corporation, the election of Officers and Directors shall be held at the Annual Election Meeting.Annual Planning Meeting: The Annual Planning Meeting shall be held each January and shall be conducted by the incoming President. The time and place of the Annual Planning Meeting shall be set at the December Board of Directors Meeting. Attendance at this meeting is open to all members.General Membership and Board of Directors Meetings: All General Membership and Board of Directors Meetings shall be held at such times and places as shall be designated from time to time by the Board of Directors and shall be open to all members.
a.) Ten Voting Members shall constitute a Quorum at all General Membership Meetings.
b.) Five members of the Board of Directors eligible to vote shall constitute a Quorum at all Board of Directors Meetings.
Notices: The Secretary shall mail notice of the Annual Election Meeting and other special membership meetings to all members whose address appears on the Corporation’s membership roster. The notice shall be mailed at least ten days preceding such meeting, unless a shorter period of time is designated by the Board of Directors.
ARTICLE XII. ANNUAL AUDIT
At the beginning of each calendar year, the Audit Committee shall perform an audit of the Corporations books as of the close of business of the last day of December of the previous fiscal year. The Audit Committee shall consist of the outgoing President, the incoming President, the outgoing Treasurer, and the 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 the timely manner, but in any event no later than December 31 of each year.
ARTICLE XIII. RULES OF ORDER
The rules contained 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 XIV. AMENDMENT
These Bylaws may be amended or repealed upon the affirmative vote of two-thirds of those 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.
ADOPTED by two-thirds of a Quorum of the Board of Directors on the 2nd day of November 1994.