MBA-NJ Bylaws

THE MORTGAGE BANKERS ASSOCIATION OF NEW JERSEY
Constitution and Bylaws
As Last Amended November 17, 2004ARTICLE 1. Name

This Association shall be called "The Mortgage Bankers Association of New Jersey."

ARTICLE II. Objects of Association
The objects of this Association shall be:
To promote the expansion of the mortgage banking business in the State of New Jersey;
To promote sound and ethical business practices among the members;
To provide timely information to the members regarding changes in conditions, laws, administrative regulations and rules affecting the mortgage business; and To hold meetings for the purpose of enabling members to discuss problems and other matters of common interest.

ARTICLE III. Membership
Section 1. The membership of this Association shall consist of Regular Members, Associate Members, Limited Members, and Special Individual Members, defined as follows:

(a) Regular Members shall be selected from:

Mortgage Bankers (individual and corporate) whose principal business, or an important part thereof, is the originating, financing, closing with one’s own funds and selling of mortgage loans on real estate.
Mortgage Brokers, whose principal business is the origination and closing of mortgage loans using the funds of others or acting as an intermediary between originators and borrowers.
Life Insurance Companies.
Banks (Commercial and Savings), Savings and Loan Associations, and Trust Companies.
Fire and Casualty Insurance Companies investing a substantial portion of their assets in first liens on real estate, which are in accord with the aims, objectives and standards of The Mortgage Bankers Association of New Jersey and Private Mortgage Insurance Companies.
Abstract Companies investing a substantial portion of their assets in first liens on real estate, which are in accord with the aims, objectives and standards of The Mortgage Bankers Association of New Jersey and Title Agencies and Companies.
Colleges, Public or Private Investment Funds, Pension Funds and other institutions investing a substantial portion of their assets in first liens on real estate, which are in accord with the aims, objectives and standards of The Mortgage Bankers Association of New Jersey.
Credit Reporting Agencies.

(b) Associate Members shall be selected from:

Persons, firms or corporations having their principal office outside the State of New Jersey and no office within such State provided that they otherwise meet the requirements for regular or associate membership under any paragraph of subsection(a) or subsection(b) of this Section 1.
Environmental Firms who regularly perform services for or act as consultants to regular members of the Association and who are in accord with the aims, objects and standards of The Mortgage Bankers Association of New Jersey.

Attorneys, accountants, investment banks and other persons, firms and corporations who regularly perform financial or other professional services for, or act as consultant to, regular members and who are in accord with the aims, objects and standards of The Mortgage Bankers Association of New Jersey; or
Unemployed individuals whose last employment was with a firm which was then a member of the Association; provided however, that such individual membership shall be limited to a six-month period or until the individual becomes employed, whichever occurs first. A Limited Individual Membership can be renewed for successive six-month periods at the Board's discretion;
Individuals who have received scholarship awards from The Mortgage Bankers Association of New Jersey Educational Foundation, who have indicated an interest in becoming employed in the mortgage banking industry in the State of New Jersey;
Individuals who have shown an interest in promoting the expansion of the mortgage banking business in the State of New Jersey and who would, in the opinion of the Board of Governors, represent an asset to the Association as a member, based upon their status in the community.

(d) Special Individual Membership

An individual who has been an active participant in Association activities either as an officer, board member, committee chairperson or vice chairperson, or committee member, whose company was a member of the Association but can no longer continue such membership because of the actions of any regulatory body, can be approved as a special individual member of the Association. Such membership shall be in the same category under Article III, Section 1, as his company's previous membership category. The term of a special individual membership shall continue for a period of time coincident with the control of the employer by such regulatory body and for a period of 90 days thereafter or until the individual becomes employed by another entity, whichever occurs first.

(e) The status of any members as of March 11, 1954, shall remain unchanged.

(f)Associate Members shall have no right to vote or to hold office; the right to vote and to hold office being restricted to Regular Members. Associate Members can be appointed to chair committees.

(g) Limited Members shall have no right to vote, hold office or chair any committee.

(h) No member shall be liable, either jointly or severally, for the debts of the corporation in excess of his unpaid current membership dues as fixed by the Bylaws.

Section 2. Each Regular member of this Association may delegate one of its officers or employees as its representative, and each representative shall vote in person or by written proxy; each regular member being entitled to but one vote. The representative of each regular member shall have power to appoint in writing an alternate to represent him at any specified meeting of the Association with the right on the part of the alternate to vote in the place and stead of the representative for whom he is acting as alternate.

Section 3. Any person, firm or corporation seeking membership shall be considered for election only when proposed in writing by a member in good standing, who shall submit to the Membership Committee such information as may be required by the Membership Committee to investigate the qualifications of the candidate. In making its investigation, the Membership Committee, among other things, shall give due regard to the credit standing of the candidate, its general reputation in the community and the extent to which the applicant, in its general business operations, conforms to the Canons of Ethics and Standards of Practice of the Association.

Applications for membership shall be processed in the following manner:

(a)Applications shall first be reviewed by the Membership Committee, which shall determine by a majority vote, whether an application shall be recommended for approval or disapproval.

(b)Recommendations for approval or disapproval of an application shall be made at the next regular meeting of the Board of Governors following the Membership Committee meeting at which a recommendation has been decided upon. The Executive Director shall be advised of the recommendation, prior to the meeting.

(c)The Board of Governors shall vote upon each application recommended for approval or disapproval and a vote of at least two-thirds of the Board members present shall be required in order to approve an applicant for membership; provided, however, that in the event the Board, by a majority vote, determines that it wishes additional time to consider an application, a vote on the application shall be held over until the next regular Board meeting, at which time a vote shall be taken on the application. The Executive Director of the Association shall conduct the election of members, keeping no record of any of the votes cast, recording only the fact of the election or rejection of a candidate.

(d) For the purpose of determining the integrity of an applicant for membership, the Board shall accept the Department of Banking's licensure of the applicant as a rebuttable presumption that the applicant has sufficient integrity to meet MBA-NJ's requirements. This presumption can be rebutted by a presentation setting forth specific facts based upon which the Board can make a finding that the applicant does not meet MBA-NJ's standards.

Section 4. Any member may be suspended or expelled from this Association for due cause, upon two-thirds vote of the members of the Board of Governors of the Association, but no member shall be suspended or expelled until the member shall have had due notice thereof and a reasonable opportunity to make defense.

Section 5. From time to time, the members may be required to supply informational data to the Association, on a form to be provided. The data shall be used for public relations purposes and shalt be submitted directly to the Executive Director. Each member's informational form shall be considered confidential and shall not be revealed publicly or to any other member of the Association. The data provided shall only be used by reference to groups of members and then only to the combined or aggregate data supplied by each group referred to.

ARTICLE IV. Officers and Board of Governors

Section 1. The officers of this Association shall consist of a President, First Vice President, Second Vice President, and a Treasurer, all of whom shall be ejected annually. The affairs of the Association shall be administered by a Board of Governors, consisting of the elected officers and fifteen (15) other members of the Association to be elected by ballot. The three classes of Board members in existence as of November 10, 1987, shall comprise the structure of the Board, establishing the terms of office of the Board members. At each annual meeting thereafter, commencing with 1988, five members shall be elected to the Board of Governors for a term of three years each, filling the seats vacated by those Board members whose terms of office have expired, and other members shall also be elected to fill the unexpired terms of any members of the Board who shall have died, resigned or for any other reason will not complete their terms of office. Any member of the Board who is absent from three consecutive regularly called meetings of the Board without having applied to the President in advance of such meetings to be excused from attendance thereat for good cause shall be automatically dropped from membership on the Board. Each officer of the Association and each member of the Board of Governors to be eligible as such shall be the representative of the person, firm or corporation holding membership. The term of office of an officer or member of the Board of Governors shall automatically terminate whenever the principal business employment of such person shall change in such manner as to make him/her ineligible to be or to represent a Regular Member of the Association. The Board of Governors shall appoint an Executive Director to serve at the pleasure of the Board, and on such terms of compensation as the Board may prescribe. Such Executive Director shall not be a member of the Board of Governors.

Section 2. The Board of Governors shall each year, at least thirty (30) days before the date of the next ensuing annual meeting of the Association, appoint a Nominating Committee consisting of not less than three nor more than five representatives of members in good standing, no two of whom shall be associated with the same person, firm or corporation member, which Committee shall prepare a slate of nominees for the several offices (including members of the Board of Governors) to be filled at the annual meeting. Such slate of nominees shall be filed with the Executive Director in time for him to forward a copy thereof to each member of the Association at least ten (10) days in advance of the annual meeting. Any member shall be privileged to make a nomination from the floor at the annual meeting of any representative of a member to any office proposed to be filled at such meeting, for which such representative is eligible under the provisions of this Constitution and Bylaws.

Section 3. The newly elected President of the Association following his/her election shall appoint the members of the various committees to serve during his/her administration and they shall thereupon organize and enter upon their respective responsibilities following the installation of the newly elected officers.

Section 4. All officers and members of the Board of Governors shall continue in office and exercise the function thereof until their successors have been elected or appointed and have duly qualified.

Section 5. Vacancies among the officers and the Board of Governors shall be filled by successors selected by the Board of Governors to serve until the election and installation of a successor at the ensuing Installation of Officers meeting.

Section 6. The elected officers shall serve for a period of not more than two years in their respective offices and shall not again be eligible for such office until at least one year has elapsed following the expiration of their term in such office; provided, however, that any officer who has filled an unexpired term of less than one year shall not be barred from reelection by reason of such service.

Section 7. The Board of Governors may establish an Executive Committee consisting of five (5) voting members and the Executive Director. The voting members of the Committee shall be as follows:

The President of the Association, who shall be the Chairman of the Committee.
The First Vice President of the Association.
The Second Vice President of the Association.
The Treasurer of the Association.
The Immediate Past President of the Association.

The Executive Committee shall conduct the affairs of the Association between regular Board of Governors meetings and may meet at such times and places as the Committee in its discretion shall determine. The Committee shall establish its own rules and procedures. A majority of the members of the Executive Committee shall constitute a quorum thereof. Meetings of the Committee shall be called into session by the Executive Director upon request of the Chairman or a majority of the members of the Committee. Where reasonable written notice of such meeting is not possible, the Executive Director shall communicate with the office of each Executive Committee member by telephone, advising of the time and place for the meeting, and the reason therefor.

It is understood that the Executive Committee shall be bound to carry out the policies and philosophies of the Association, as expressed by the Board of Governors at its regular monthly meetings, and as set forth in these Bylaws. Where sufficient policy guidelines are not available to guide the decisions of the Executive Committee, such decisions, except in emergent matters, shall await discussions by the Board of Governors at its next meeting. Subject to the provisions of the Constitution and Bylaws of the Association, the Executive Committee may exercise all of the powers of the Board of Governors with respect to the affairs of the Association, except that the Executive Committee shall not:

Exercise such powers while a quorum of the Board of Governors is actually convened to conduct the business of the Association;
Authorize the making, alteration or repeal of any of the Bylaws of the Association;
Elect, appoint or remove any Officer, Board of Governors member or the Executive Director;
Exercise any power which is not necessary and incidental to the functions of the Executive Committee.

At each meeting of the Board of Governors, the Executive Committee Chairman shall make a report as to the activities of the Committee since the last Board of Governors meeting. The Board of Governors thereafter shall give the Executive Committee such further instructions as it may deem appropriate relative to the conduct of its future activities.

ARTICLE V. President
The President shall preside at all meetings, perform such acts as are incident to the office and appoint the following committees: Bylaws Committee, Education Committee, Ethics and Standards of Practice Committee, Legislative/Legal Committee, and such other committees as the Board of Governors may, from time to time, deem necessary and desirable unless otherwise provided for by these Bylaws. The President shall be an ax-officio member of all committees.

ARTICLE Vl. Vice President
The Senior Vice President in attendance shall act in the absence or disability of the President.

ARTICLE VII. Treasurer
The Treasurer shall receive and disburse all Moines of the Association and render an account thereof at each meeting of the Board of Governors and at each meeting of the members of this Association, and shall deposit all Moines in the name of the Association in a bank or trust company to be selected by the Board of Governors. All withdrawals of the Association's funds shall be by check signed by any two officers of the Association, one of which shall be the Treasurer except that in his absence the President or a Vice President may be substituted for the Treasurer.

ARTICLE VIII. Executive Director
The Executive Director shall record the minutes of all meetings, give notice of all meetings of the Association and shall perform such other duties as may be assigned by the President or the Board of Governors.

ARTICLE IX. Advisory Committee of Past Presidents
Upon expiration of his term of office, the President, so long as he remains a member in good standing of this Association, shall become a life member of the Advisory Committee of Past Presidents, the members of which shall meet with the Board of Governors at all of its regular or special meetings and shall be entitled to cast, collectively, only one vote upon any question or matter voted upon at any such meeting. The immediate past president of the Association shall serve as chairman of the Advisory Committee and shall cast any vote on behalf of the Committee at meetings of the Board of Governors. In the event of his absence, the senior past president present in point of service shall be substituted as Chairman.

ARTICLE X. Dues
Every member of this Association shall pay dues as fixed by the Board of Governors from time to time which dues shall require approval of not less than two-thirds of those Regular and Associate members actually voting on any dues proposal, but in no event shall the dues of the Association be established by a vote of less than a majority of the entire regular and associate membership of the Association.
Notwithstanding the provisions of Article llI., Section 4, any member failing to pay membership dues established as herein provided, within a period of three months after due notice has been mailed to him, shall have membership suspended or terminated at the election of the Board of Governors. A suspended member may be reinstated to full and active membership upon application to the Board of Governors and upon payment of all items which the Board of Governors shall establish as being duethe Association.

ARTICLE Xl. Budget
At least ten days prior to the Board meeting at which the annual budget is considered, the Executive Director shall forward to each member of the Board a copy of the budget to be proposed by the Budget Committee. A copy shall also be forwarded to each past president who indicates to the Executive Director that he will attend the Board meeting.

ARTICLE Xll. Meetings
The annual meeting of the members of this Association shall be held in November at the place on the date, and at the time selected by the Board of Governors. Notice of the place, date and time of the annual meetings shall be given to each member at least thirty (30) days in advance of such meeting. Four regular meetings of the members of this Association shall be held each year, in the months of November (which shall be the annual meeting and the election of officers and members of the Board of Governors to fill terms of office then expiring and any vacancies therein), January (at which timet he officers and members of the Board of Governors chosen at the annual meeting shall be installed), April and June at the place, date and time selected by the Board of Governors; provided, however, that the Board of Governors or the Executive Committee shall have the authority to reschedule any meeting of the Association to any convenient date and time, as close as possible to the meeting previously scheduled, in the event of any exigent circumstances requiring the cancellation of the meeting. Special meetings of the members of this Association may be called by a majority of the Board of Governors and shall be called at any time upon the request of a majority of the members. All meetings of the members of this Association, either regular or special, shall be called upon not less than five days notice by mail unless otherwise provided by the Bylaws. A quorum shall be a majority of the membership. All questions before meetings of members of the Association shall be decided by a majority of the members present.
Regular meetings of the Board of Governors shall be held each month other than in the months of June, July and August at the place and at a time and on the date selected by the Board of Governors Special meetings of the Board of Governors may be called by the President and shall be called at an time upon request of a majority of the Board of Governors. All meetings of the Board of Governors, either regular or special, shall be called upon not less than two days' notice by mail or otherwise. A quorum shall be a majority of the Board of Governors. All questions before the Board of Governors shall be decided by a majority of the Board members present.

ARTICLE XIII. Amendments
This Constitution and Bylaws may be amended at any regular meeting of the members of this Association or at any special meeting of the members of this Association called for that purpose, provided that the notice of the regular or special meeting shall contain a statement of the proposed amendment or amendments, and provided further that no amendments shall be made except upon the affirmative vote of two-thirds of the members at such regular or special meeting.

ARTICLE XIV. Canons of Ethics
The Board of Governors shall, by a vote of two-thirds of those present, promulgate Canons of Ethics and Standards of Practice which shall be applicable to all members of the Association. The Board of Governors shall have the power to amend the Canons of Ethics and Standards of Practice from time to time in its discretion by a vote of two-thirds of those present, and shall notify all members of the Association of such amendments in writing.

ARTICLE XV. Committee Functions
The Board of Governors shall delegate such functions to each committee established, pursuant to Article V herein, as it deems necessary to properly conduct the affairs of the Association.

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