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ByLaws

MARYLAND MORTGAGE BANKERS AND BROKERS ASSOCIATION, INC.

BY-LAWS (current through May 3, 2006)


ARTICLE I
MEMBERS

Section 1. Annual Meetings. The Association shall after the year 1973 hold annually a regular meeting of its Members for the election of Governors and for the transaction of general business during the month of May in each year, the exact time and place thereof to be designated by the Board of Governors. Such annual meetings shall be general meetings, that is to say, open for the transaction of any business within the powers of the Association without special notice of such business, except in cases in which special notice is required by law or by these By-Laws.

Section 2. Special Meetings.
 
At any time in the interval between annual meetings, special meetings of the Members may be called by the President or by a majority of the Board of Governors by vote at a meeting thereof or in writing with or without a meeting, for any purpose.

Section 3. Place of Meetings. All meetings of Members shall be held at such place, either within or without the State of Maryland, as shall be designated in the notices for such meetings.

Section 4. Notice of Meeting. Written or printed notice of every annual or special meeting of the Members shall be given to each Member entitled to vote at such meeting ten days (or more) before such meeting, by leaving the same with the Member at its principal place of business or by mailing it, postage prepaid, addressed to such Member at its principal place of business. Notice of every special meeting shall state the place, day, and hour of such meeting and the business proposed to be transacted thereat; and no business shall be transacted at such meeting except that specially named in the notice, except as qualified by the provision of this Section 4, relating to waiver of notice. Failure to give notice of any annual meeting or any irregularity in such notice, shall not affect the validity of such annual meeting or of any proceedings at such meeting (other than proceedings of which special notice is required by law or by these By-Laws). No notice of any meeting of Members need be given to any Member which is represented by its duly selected representative or alternate representative at such meeting or to any Member which, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of Members, annual or special, may be adjourned from time to time to reconvene at the same or some other place, and no notice need be given of any adjourned meeting other than by announcement at the meeting at which the adjournment takes place.

Section 5. Quorum. At all meetings of Members, the presence of Members (by their duly appointed and qualified representatives or alternates) entitled to cast votes equal to 33% of the Active Members shall be necessary to establish a quorum for the transaction of business. Except in cases in which it is by law or by these By-Laws otherwise provided, a majority of the votes cast at a duly constituted meeting shall be sufficient to elect and to pass any measure. In the absence of a quorum of Members present at the time and place fixed by Sections 1 and 3 of this Article I for an annual meeting, or designated in the notice of or consent to a special meeting, or at the time and place of any adjournment of any meeting, by majority vote and without notice other than by announcement at the meeting at which the adjournment takes place, the Members present may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the annual meeting as originally provided or at the special meeting as originally noticed or consented to.

Section 6. Representatives and Alternate Representatives. Each Member shall designate in writing delivered to the President of the Association its representative who shall be entitled to act on behalf of the Member in all matters until such authority is revoked by such Member in writing delivered to the President. Each Member shall also designate in writing to the President of the Association one alternate representative who shall be entitled to act in the place and stead of its regular representative in the event that the latter is not able to attend any annual or special meeting of the Association. Such alternate representative shall be fully empowered to act at all meetings in the place and stead of the regular representative in the latter's absence until such authority is revoked by such Member in writing delivered to the President. Such designations and revocations shall be kept among the records of the Association.

Section 7. List of Members. At each meeting of Members, a full, true, and complete list in alphabetical order of all Members entitled to vote at such meeting and a full, true, and complete list of the representatives and alternate representatives shall be maintained by the Secretary.

Section 8. Voting. At all meetings of Members, unless the voting is conducted by inspectors, the voice votes and ballots shall be received and all questions touching the qualification of voters and the acceptance or rejection of votes shall be decided by the chairman of the meeting. If demanded by Members present at any meeting entitled to cast 10% in number of votes of the total membership, or if ordered by the chairman, the vote upon any election or question shall be taken by ballot, and, upon like demand, or order, the voting shall be conducted by two inspectors, in which event the ballots shall be received, and all questions touching the qualification of voters and the acceptance or rejection of votes shall be decided by such inspectors. Unless so demanded or ordered, no vote need by ballot, and voting need not be conducted by inspectors. Inspectors may be elected by the Members at the annual meeting, to serve until the close of the next annual meeting, and their election may be held at the same time as the election of Governors. In case of failure to elect inspectors, or in case an inspector shall fail to attend, or refuse or be unable to attend, the Members at any meeting may choose an inspector or inspectors to act at such meeting, and in default of such election, the chairman of the meeting may appoint an inspector or inspectors.

Section 9. Organization. The President, or in the President's absence, the Vice President or a chairman appointed by the Members present, shall call the meeting of Members, either annual or special, to order and act as chairman thereof.

Section 10. Secretary. The Secretary of the Association, or some person appointed by the chairman, shall act as Secretary of all meetings of the Members.

Section 11. Order of Business. Business shall be conducted according to Robert's Rules of Order. The order of business at all meetings of the Members shall be as follows:
1.    Ascertainment of quorum: A quorum being present;
2.    Reading of minutes of preceding meeting and action thereon;
3.    Reports of officers;
4.    Reports of committees;
5.    Election of Governors and Elected Officers (if the meeting be an annual meeting);
6.    Unfinished business; and
7.    New business.

Section 12. DuesDues shall be in such amount for Active and Associate Members of the Association and shall be payable at such times as the Board of Governors determines; provided, however, that any Member who fails or neglects to pay dues as fixed by the Board of Governors within thirty (30) days after the same are declared to be due by the Board may be dropped from membership or suspended by the Board of Governors until such time as the dues are in fact paid. Contributions may be accepted from Members or from others by action of the Board of Governors. Bills for dues shall be mailed annually or for such other period, in advance according to the resolution of the Board of Governors.
Section 13. Suspension or Expulsion. Any Active or Associate Member may be suspended or expelled for non-payment of dues or for conduct deemed by the Board of Governors to be in violation of the Code of Ethics hereinafter set forth in these By-Laws. Any Member so expelled by the action of the Board of Governors shall be entitled to petition the Board for a hearing. Upon the receipt of such petition the Board by majority vote shall set a date for such hearing with a written notice to the Member affected at least ten (10) days before the date of such hearing. At any such hearing the Member shall be entitled to present evidence in its defense, but the final decision will be made by the majority vote of the entire Board of Governors.


ARTICLE II
BOARD OF GOVERNORS

Section l. Powers. The business of the Association shall be conducted and managed by its Board of Governors, which may exercise all of the powers of the Association except such as are by law or by these By-Laws conferred upon or reserved to the Members. The Board of Governors shall keep full and accurate accounts of its transactions.

Section 2. Election. The total number of members of the Board of Governors shall be at least eighteen (18). At each annual meeting the Members shall elect at least thirteen (13) Governors at large, four (4) of whom may be regularly engaged employees of Associate Members at the time of their election. When used in these By-laws, the term "regularly engaged employees" includes partners in those Members that are partnerships. All Governors must be regularly engaged employees of Members at the time of their election. The remaining five (5) Governors shall consist of the Association's current President, Vice President, Secretary, and Treasurer and the immediate past president. Each Governor shall serve for the term of one year or until such Governor's successor shall have been duly chosen and qualified or until such Governor shall resign or shall have been removed. The Governors shall be elected by the Active Members of the Association by a majority vote of the quorum present. In no event shall cumulative voting be permitted in any election for Governors. If any vacancy occurs in the Board of Governors through death, resignation, or otherwise, the remaining Governors shall elect a regularly engaged employee of a Member (either Active or Associate, as applicable) to fill the vacancy for the unexpired term. This provision shall be applicable whether the vacancy occurs in a position on the Board of Governors held by an at-large Governor or the Association's immediate past president or current President, Vice President, Secretary, or Treasurer. A majority of the Board of Governors may alter the number of members of the Board of Governors to a number not exceeding twenty-five (25) nor less than eighteen (18), but the action may not affect the tenure of any officer or member of the Board of Governors.

Section 3. Regular Meetings. After each meeting of Members at which members of the Board of Governors shall have been elected, the Board of Governors shall meet as soon as practicable for the purpose of organization and the transaction of other business, at such time as may be designated by its members at such meeting; and in the event that no other time is designated by its members, the Board of Governors shall meet exactly one week after such meeting of the Association's Members and at the same place at which the meeting of the Association's Members is held. Meetings of the Board of Governors may be held in the State of Maryland or elsewhere. No notice of such first meeting shall be necessary if held as hereinabove provided. The Board of Governors shall meet regularly at least once every three months.

Section 4. Special Meetings. Special meetings of the Board of Governors may be called at any time by the President, or by a majority of the Governors, in writing, with or without a meeting. Such special meeting may be held at such place or places as designated in the call, either within or without the State of Maryland.

Section 5. Notice of Meetings. Except as provided in Section 3 of this Article II, notice of the place, day, and hour of every regular and special meeting shall be given to each Governor three days or more before the meeting, by delivering the same to each Governor personally, or by sending the same to each Governor by telegraph or by leaving the same at each Governor's residence or usual place of business, or, in the alternative, by mailing such notice five days or more before the meeting, postage prepaid and addressed to each Governor at each Governor's last known post office address, according to the records of the Association. Unless required by these By-Laws or by resolution of the Board of Governors, no notice of any meeting of the Board of Governors need state the business to be transacted thereat. No notice of any meeting of the Board of Governors need be given to any Governor who attends, or to any Governor who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any such meeting of the Board of Governors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need by given of any such adjourned meeting other than by announcement at the meeting at which that adjournment takes place.

Section 6. Quorum. At all meetings of the Board of Governors, five (5) Governors shall constitute a quorum for the transaction of business. Except in cases in which it is by law or by these By-Laws otherwise provided, the vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and pass any measure. In the absence of a quorum, the Governors present by a majority vote and without notice other than announcement may adjourn the meeting from time to time until a quorum shall attend. In any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally provided, noticed, or consented to.

Section 7. Compensation. No member of the Board of Governors shall receive any compensation or expenses for attendance at any regular or special meeting of the Board of Governors or of the committees thereof. Notwithstanding the foregoing, Governors who properly incur expenses in connection with the Association's activities shall be reimbursed by the Association therefor. 
Section 8. Order of Business. Business shall be conducted according to Robert's Rules of Order. The Board of Governors may from time to time determine the order of business at their meetings. The usual order of business at such meetings shall be as follows: 
 l.    Roll call. A quorum being present; 
2.    Reading of minutes of preceding meeting and action thereon; 
3.    Reports of officers; 
4.    Reports of committees; 
5.    Unfinished business; and 
6.    New business.

Section 9. Chairman. At all meetings of the Board of Governors, the President, or in the President's absence, the Vice President or a chairman chosen by the Governors present shall preside, and the chairman shall appoint a secretary for the meeting.

Section 10. Term Limits. No person may serve as a Governor for more than seven (7) consecutive years; provided that the time, if any, that such person serves as an Elected Officer or immediate past president shall not be counted for any reason for purposes of this Section.

Section 11. Removal. Any Governor (other than an Elected Officer) may be removed with or without cause by a vote of two-thirds (2/3) of all of the members of the Board of Governors.


ARTICLE III
COMMITTEES

Section l. Executive Committee. The Board of Governors by resolution adopted by majority of the whole Board of Governors shall provide for an Executive Committee consisting of the President and Vice President of the Association and at least one other member of the Board of Governors. The members of the Executive Committee shall be elected annually by the Board of Governors at the first meeting of the Board of Governors after the annual election of Governors by the Members; provided that the Executive Committee shall include all of the Elected Officers and may include other members of the Board of Governors. The Executive Committee shall meet on the call of the President or any one member of the Executive Committee upon such notice thereof as the President or the one member calling such meeting, as the case may be, shall deem reasonable. During the intervals between the meetings of the Board of Governors, the Executive Committee shall possess and may exercise all of the powers of the Board of Governors in all cases in which specific directions shall not have been given by the Board of Governors. Three (3) members of the Executive Committee, one of whom may be the President, shall constitute a quorum for the transaction of business. Minutes of all meetings of the Executive Committee shall be recorded and kept by the Secretary or such other person as the President or other officer presiding may designate, and shall be read to the Board of Governors at the next succeeding meeting of such Board. Vacancies in the Executive Committee shall be filled by the Board of Governors by a majority vote.

Section 2. Membership Committee. The President shall appoint a Membership Committee of at least three (3) members, all of whom shall be regularly engaged employees of Members at the time of their appointment, and a majority of whom shall be regularly engaged employees of Active Members. The Membership Committee shall make recommendations to the Board of Governors with respect to (a) the admission of new Members, both Active and Associate, in the Association and (b) the standing of Members which continue in the Association. All applications for membership in the Association shall be submitted to the Membership Committee for its review and recommendation to the Board of Governors. The Membership Committee shall prepare criteria for new Members and procedures for selecting new Members, which shall be effective upon approval by the Board of Governors. In the discharge of its duties, the Membership Committee shall initially investigate and report to the Board of Governors on complaints filed against any Member or individual for violation of the Code of Ethics hereinafter set forth in these By-Laws.

Section 3. Nominating Committee. The President shall appoint a Nominating Committee of not less than five (5) regularly engaged employees of Active Members. The Nominating Committee shall nominate duly qualified individuals as candidates for the at-large members of the Board of Governors together with a slate of Elected Officers, i.e., the President, Vice President, Secretary and Treasurer. Any ten (10) Active Members may also nominate candidates for the Board of Governors or the Elected Officers or both by written nomination which shall be addressed to the President of the Association and received by the President at least ten (10) days prior to the date of the annual meeting.

Section 4. Other Committees. The President or the Board of Governors may provide for such other standing or special committees as deemed desirable. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be assigned to any of such committees by the President or the Board of Governors.

Section 5. Terms of Committees. The terms of all committees, whether standing or special, shall not extend beyond the date of the next annual meeting of the Members.

Section 6. Meetings of Committees. All committees shall fix their rules of procedure and shall meet as provided by such rules or by resolution of the Board of Governors, and they shall also meet at the call of the President. All such meetings may be held within or without the State of Maryland. A majority of the members of any committee shall constitute a quorum for the transaction of its business, except in cases in which it is otherwise provided by these By-Laws, by the rules of such committee, or by an appropriate resolution of the Board of Governors. The vote of a majority of the quorum present at a duly constituted meeting of any such committee shall be sufficient to pass any measure.

ARTICLE IV
OFFICERS

Section 1. Elected Officers. The following officers are hereby designated as Elected Officers:
The President
The Vice President
The Secretary
The Treasurer
The above officers shall be elected annually at the meeting of the Members by a majority of the Active Members present (in person or by proxy) and entitled to vote at such annual meeting. All Elected Officers must be regularly engaged employees of Active Members or Associate Members at the time of their election, and at least two of the Elected Officers must be regularly engaged employees of Active Members at the time of their election. No person shall hold more than one such Elected Office at the same time, except that one person may hold the offices of Secretary and Treasurer at the same time. Candidates for such elected offices shall be nominated by the Nominating Committee or by representatives of the Members in accordance with the provisions set forth hereinabove. The President shall be the chief executive officer of the Association. Each such Elected Officer shall hold office until the annual meeting of Members next succeeding such officer’s election or until such officer’s successor shall have been duly chosen and qualified, or until such officer shall have resigned or shall have been removed. Any Elected Officer may be removed with or without cause by a majority vote of the Active Members present (in person or by proxy) and voting at a duly called regular or special meeting of Members. Any vacancy in any of the Elected offices may be filled for the unexpired portion of the term by the majority vote of the Board of Governors at any regular or special meeting.

Section 2. President. The President shall preside at and act as chairman of all meetings of the Members and the Board of Governors at which the President shall be present. In general, the President shall perform such duties as are set forth in these By-Laws or as may be assigned, from time to time, to the President by the Board of Governors.

Section 3. Vice President. The Vice President, at the request of the President, or in the President's absence or during the President's inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers and perform such other duties as may be assigned to the Vice President by the Board of Governors or the President.

Section 4. Secretary. The Secretary shall keep the minutes of the meetings of the Members and of the Board of Governors in books provided for the purpose. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law. The Secretary shall be custodian of the records of the Association. The Secretary shall see that the corporate seal is affixed to all documents, where necessary, and when so affixed may attest the same. In general, the Secretary shall perform all duties incident to the office of the secretary of a corporation, and such other duties as, from time to time, may be assigned to the Secretary by the Board of Governors or the President.

Section 5. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the Association, and shall deposit, or cause to be deposited, in the name of the Association, all monies or other valuable effects in such banks, trust companies, or other depositories as shall, from time to time, be selected by the Board of Governors. The Treasurer shall render to the President and to the Board of Governors, whenever requested, an account of the financial condition of the Association, and, in general, the Treasurer shall perform all the duties incident to the office of the treasurer of a corporation, and such other duties as may be assigned to the Treasurer by the Board of Governors or the President.

Section 6. Assistant Officers. Assistant officers may be selected by the President with the consent and approval of the Board of Governors for terms that do not extend beyond the next annual meeting of the Members. Assistant officers shall have such duties as from time to time may be assigned to them by the Board of Governors and in general shall act in the same fashion as their counterparts who are the Elected Officers; provided, however, that assistant officers do not become members of the Board of Governors by virtue of their holding such offices. Any of the assistant officers may be removed with or without cause by a majority vote of the Board of Governors.

Section 7. Compensation. None of the officers of the Association shall be compensated in any way for carrying out the duties as officers of the Association. Notwithstanding the foregoing, officers who properly incur expenses in connection with the Association's activities shall be reimbursed by the Association therefor.

ARTICLE V
FINANCE

Section 1. Checks, Drafts, etc. All checks, drafts, and orders for the payment of money, notes, and other evidences of indebtedness, issued in the name of the Association, shall be signed by such officers or agents as may be provided by resolution of the Board of Governors.

Section 2. Annual Reports. The President of the Association or the Vice President shall prepare annually a full and true statement of the affairs of the Association, which shall be submitted at the annual meeting of Members and filed within twenty (20) days thereafter at the principal office of the Association in the State of Maryland, where it shall, during usual business hours of every business day, be open for the inspection by the representatives of every Member of the Association.

Section 3. Fiscal Year. The fiscal year of the Association shall be the calendar year, unless otherwise provided by the Board of Governors.

ARTICLE VI
CANONS OF ETHICS AND STANDARDS OF PRACTICE

Section 1. General. The Members of this Association are mindful that the soundness, usefulness, prosperity, and future of mortgage banking depends upon the honor, integrity, fidelity, and judgment of all personnel engaged in this business. Each Member of this Association, and each applicant for membership in the Association, recognizes its responsibility in the administration and conservation of the obligation committed to them, and being conscious of the confidence placed in them, establish and pledge that they will observe and maintain standards of conduct in their dealings with the public and with other Members of this Association which will in no way discredit the mortgage banking industry, the Association, or its Members.

Section 2. Protection of Public. Members shall endeavor at all times to protect the public against fraud, misrepresentation, or unethical practices in the mortgage banking field.

Section 3. Fees. Members will charge fair and reasonable fees for their services based upon current market conditions.

Section 4. Truthful Representations. Members shall not quote to a prospective borrower, directly or through advertising, interest rates, loan amounts, or other loan terms impossible or unlikely of realization, for the sole purpose of encouraging the submission of a loan application.

Section 5. Prohibited Conduct. Members will not condone or engage in or be a party to questionable real estate lending practices.

Section 6. Trust Funds. Members shall maintain and identify trust and escrow funds in accounts separate and apart from personal or other business accounts.

Section 7. Keeping Informed. It shall be the duty of Members to be well informed on the mortgage banking industry including current mortgage market conditions, government regulations, and loan administration practices in order that they may be in a position to serve all parties concerned in a fair, intelligent, and beneficial manner.

Section 8. Advertising. Members will use only clear, simple, truthful, and understandable statements in their advertising. A Member shall not advertise financing terms which do not represent the terms generally available through its efforts, unless the advertising copy expressly sets forth the special qualifications pertinent to the financing terms advertised.

Section 9. Confidentiality. Members shall hold inviolate any information given them in confidence by their clients. This shall not be construed to prohibit the use of the furnished data in the reasonable pursuit of the purposes for which such information was transmitted.

Section 10. Due Diligence. Members shall ascertain all pertinent facts available concerning every loan or real estate transaction in which they are a part so that they may fulfill their obligation to avoid error, exaggeration, misrepresentation, or concealment of pertinent facts.

Section 11. Application to Individuals. The Canons of Ethics and Standards of Practice set forth in this Article VI applicable to Members are likewise applicable to representatives and alternate representatives of Members, to members of the Board of Governors, and to assistant officers.

Section 12. Violations. Violations of, and complaints concerning this Code of Ethics shall be filed with the Membership Committee as provided in Article III, Section 2 of these By-Laws.

ARTICLE VII
MISCELLANEOUS PROVISIONS

Section l. Seal. The Board of Governors shall provide a suitable seal, bearing the name of the Association, which shall be in charge of the Secretary. The Board of Governors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. Conflict of Interests. No Governor who is a regularly engaged employee of a Member of the Association which has a matter before the Board of Governors that may require action by the Board shall present to the Board the case of the Member of which the individual is a regularly engaged employee, and no such Governor shall participate in any deliberations of the Board or the action of the Board with respect to such matter. No member of the Membership Committee who is a regularly engaged employee of a Member of the Association which has a matter before the Membership Committee that may require action by the Membership Committee shall present to the Membership Committee the case of the Member of which the individual is a regularly engaged employee, and no such member of the Membership Committee shall participate in any deliberations of the Membership Committee or the action of the Membership Committee with respect to such matter.

Section 3. Chapters. The Board of Governors may authorize the formation and existence of one or more Chapters of the Association and shall establish such rules and guidelines pertaining to Chapters as the Board of Governors shall determine appropriate; provided that only Active or Associate Members of the Association may become members of any Chapter of the Association.

Section 4. Amendments. Any and all provisions of these By-Laws may be altered or repealed and new by-laws may be adopted at any annual meeting of the Members or any special meeting called for that purpose by majority vote of the Members present (in person or by Proxy) and entitled to vote.