MICHIGAN MORTGAGE LENDERS ASSOCIATION
Article I – Identity
Section 1. The name of the organization shall be Michigan Mortgage Lenders Association, herein referred to as the Association or MMLA.
Section 2. The location of the Association is established by the Board of Directors and may change from time to time.
Section 3. The Association is independently incorporated as a 501 (c) 6 designation.
Section 4. The Association has the ability to appoint affiliated chapters in the state of Michigan.
Section 5. Our objective is to create value for all members by providing effective legislative and regulatory advocacy, practical resources, and quality education while fostering an active network and knowledge exchange.
Article II – Membership
Section 1. Membership Qualifications
The Association is an individual membership organization. A person who has a significant portion of his/her business in or related to the mortgage industry is eligible for individual membership.
Section 2. Types of Membership
Membership shall encompass the following types of membership:
A. Lender Member – Any individual who is employed with a company that is licensed to originate and service loans under the NMLS Safe Act rules. A Lender Member in good standing shall possess the right to vote, to serve on committees and serve as a committee chairperson, and will also is eligible to serve as an officer on the MMLA State Board of Directors.
B. Partner Member - Any individual employed by a MMLA Corporate Partner company and assigned by that company’s representative to be an active member under their company’s Corporate Partnership agreement with the MMLA. A Partner Member in good standing shall possess the right to vote, to serve on committees and serve as a committee chairperson. A Partner Member who is employed with a company which is licensed to originate and service loans under the NMLS Safe Act rules will also is eligible to serve as an officer on the MMLA State Board of Directors. Any Partner Member holding a CMB designation, as established by the Mortgage Bankers Association, shall be eligible to be an officer of the Association.
C. Affiliate Member – Any individual not eligible for Lender or Partner membership type. An Affiliate Member is employed with a company that provides goods and services to mortgage industry customers. Any Affiliate Member holding a CMB designation as established by the Mortgage Bankers Association, shall be eligible to be an officer of the Association.
D. Honorary Member - Any individual who has performed meritorious service in the field of mortgage lending and is not currently a Lender Member may be awarded an Honorary Membership. Candidates shall be recommended by the Membership Committee and approved by the Board of Directors for a lifetime membership term.
Section 3. Admission Procedures
Individuals seeking membership must complete an application and pay the required dues. If the applicant meets the criteria and pays dues, then they are approved as a member.
Section 4. Discipline/Expulsion Procedures
A. Membership may be automatically terminated for non-payment of dues or when the member no longer meets the eligibility criteria.
B. The Canons of Ethics and Standards of Practice approved by the Board of Directors of the MMLA are the standard for ethical practice in this industry. See Addendum I.
C. The membership may be revoked by the Board of Directors, after due process, by a simple majority vote of the board inclusive of at least two (2) officers.
Section 5. Resignation Procedures
A member may terminate membership mid-term by sending written notice to the President or Executive Director. There shall be no refunds of dues if a mid-term resignation occurs. If there are unpaid dues at point of resignation, unpaid dues must be paid in full before membership can be reinstated.
Section 6. Dues
The Board of Directors shall establish the annual dues of all member types each year. Dues shall be payable in advance for each fiscal year from the date of membership activation. For active members who joined prior to October 1, 2007, renewal payments will be due at the beginning of each calendar year.
Section 7. Use of Association Name
Any member in good standing of the Association may use the name or logo of the Association in connection with the conduct of the members’ business or employment, in accordance with the Canons of Ethics.
Article III Membership Meetings
Section 1. Timing and Notice for Annual Meeting of the Membership
The annual meeting of the members shall be held one (1) time per calendar year. The Annual Meeting shall be for the purpose of announcing the elected officers and directors. The membership shall be notified of the annual meeting at least 30 days in advance.
Section 2. Special MeetingsSpecial meetings may be called by a simple majority of the Board of Directors, inclusive of at least two (2) officers. The membership shall be notified by electronic means of a meeting of the members at least seven (7) days prior to the meeting with the agenda for the meeting clearly communicated.
Section 3. Quorum
Delegates representing twenty percent (20%) or more of All Member Types combined will constitute a quorum for all purposes at Annual Meetings of the Association. A vote of the simple majority of those members present shall be sufficient to act on a matter considered at the meeting.
Section 4. Proceedings
Proceedings at the Annual and Special Meetings of the Membership shall be in accordance with the current edition of Robert’s Rules, Newly Revised.
Article IV – Board of Directors
Section 1. Composition
The Board of Directors shall be composed of four (4) officers: President, Vice President, Secretary/Treasurer and Immediate Past President, one (1) qualified leader from each associated chapter, and at least two (2) at large director members.
Section 2. Officer Responsibilities
While additional responsibilities may be delegated from time to time by a simple majority vote of the Board of Directors, inclusive of at least two (2) officers, the officers shall assume the roles described below:
A. President: The role of the President is to assure the integrity of governance in the Association and to occasionally act as spokesperson for the Association. Responsibilities of the President include presiding at all meetings of the Board of Directors and of the general Membership, appointing committee and task force membership, representing the Association at national meetings, and all other tasks customary to the role in accordance with Robert’s Rules, Newly Revised. The President shall act in consultation with the Board of Directors.
B. Vice President: The role of the Vice President is to assure proper orientation of new board members, champion development and execution of the MMLA strategic plan, and serve in the President role when the President is unavailable to fulfill the role.
C. Secretary/Treasurer: The role of the Secretary/Treasurer is to assure that:
· Association finances are managed for long-term sustainability
· The Board is aware of the actual financial condition of the Association and of the long-term financial implications for spending decisions
· Elections are held in accordance with the bylaws
· The Association operates from an annual Board-approved budget.
D. Immediate Past President: The Immediate Past President of this Association shall be a voting member of the Board of Directors. The Immediate Past President role is serve as chair of the nominating committee and has right of first refusal to temporarily fill any Officer vacancies on the Board of Directors for the remainder of that term, should the need arise.
Section 3. Terms of Office
Directors shall serve a term of (2) fiscal years commencing the first day of the calendar year immediately following the election with ½ rotating off the board each year. Officers will hold a four (4) year term, rotating annually where Secretary/Treasurer moves to Vice President, Vice President moves to President, and President moves to Immediate Past President.
Section 4. Eligibility
Candidates for the Board of Directors must be active members of the MMLA member in good standing. Candidates may be prior members of the Board, providing that at least one (1) year shall have elapsed since the candidate's term as Director has expired and, if elected, the next term would commence. All potential candidates shall be interviewed for willingness and readiness to serve, verify the candidates’ desirable qualities and skill sets and assure availability and commitment to the role.
Section 5. Board Role and Responsibilities
The role of the Board of Directors is to see to it that MMLA achieves what it should and avoids unacceptable situations. In this role, the Board has the following responsibilities:
· Annually elect its officers
· Set direction to advance the organization
· Hire or fire an Executive Director
· Select bank depository
· Assure the long term sustainability of the organization
· Approve the annual budget and long term investments for sustainability of the Association|
· Authorize regular audits of organizational finances
· Set the dues rate
Section 6. Meetings
A. Regular Meetings
Regular business meetings of the Association shall be held in person at least four times per year. The Board may meet more frequently as the needs of the Association demand. Additional meetings may be held using electronic means as long as all Board members can hear each other and speak to the issues. A schedule of meetings throughout the year shall be established by the officers at the first meeting of each fiscal year.
B. Special Meetings
Special meetings may be called by the President, upon petition of at least two officers or four members of the Board of Directors. Notice, location and the agenda shall be communicated to the Board of Directors at least seven (7) days in advance of the special meeting.
A quorum required to conduct business by the Board of Directors shall consist of a simple majority of the total board inclusive of at least 2 officers.
Section 7. Removal Procedures
The Board of Directors by 2/3 vote inclusive of at least 2 officers may remove any board member or officer when such removal is deemed to be in the best interests of the Association.
Section 8. Resignations
A Director or Officer who wishes to resign the position must submit a written letter to the President or Executive Director, indicating the effective date of the resignation.
Section 9. Vacancies
Vacancies on the Board of Directors, whether caused by death, resignation or termination of membership in the Association, may be filled by appointment until the next election by a majority vote of the remaining Board of Directors with the exception of the provisions below:
The Immediate Past President has the right of first refusal to temporarily fill any Officer vacancies on the Board of Directors for the remainder of that term, should the need arise. If the office of the President becomes vacant for any reason whatsoever, the Vice President shall automatically assume the position of President, the Secretary Treasurer will assume the Vice President position and the Board of Directors shall elect a new Secretary/Treasurer, all of whom shall serve in such positions until the conclusion of the current term of office. If the office of the Vice President position shall become vacant for any reason whatsoever, the Secretary Treasurer will move to that position and serve until the conclusion of the current term of office. Should the Secretary/Treasurer position should become vacant for any reason whatsoever, the Board of Directors shall elect a new or Secretary/Treasurer who shall hold the office until the conclusion of the current term of office.
Section 10. Conflicts of Interest
In order to ensure that the Board is transparent in its decision-making, each Board member shall annually declare in writing any conflicts of interests that may inhibit fulfillment of the legal duty of loyalty to the Association. Correspondingly, to prevent undue influence in decision-making, the Board shall follow its established procedure for declaring conflicts of interest during its meetings.
Section 11. Anti-Trust
Because the Board of Directors is a gathering of competitors in the industry, the Board shall take precautions to prevent discussions or decisions that would lead to anti-competitive or discriminatory practices in the mortgage field. The Board of Directors shall assure that all of its members observe the US anti-trust and fair trade laws in its formal and informal proceedings.
Article V – Compensation and Indemnification
Section 1. Compensation
No member of the Board of Directors may receive private inurement from the association. No Board member may receive compensation for service on the Board of Directors.
Section 2. Protection from Liability
MMLA Directors and Officers shall be protected from liability through the purchase of a Directors’ and Officers’ Liability policy.
Section 3. Indemnification of Directors and Officers
The Association shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, other than an action by or in the right of the Association, by reason of the fact that the person is or was a member of the Board of Directors or Officer of the Association. Indemnification may be made against expenses, including attorneys' fees, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the Association. Only members of the Board of Directors who are/were not involved in the action or matter shall make the determination of the whether indemnification is appropriate and the amount of indemnification based on the actual expenses incurred. In no case shall indemnification take place if it places the Association in fiscal jeopardy.
Article VI – Elections
Section 1. Nominating Committee
The Nominating Committee shall consist of the President, Vice President, Secretary/Treasurer, the Executive Director and chaired by the Immediate Past President.
Section 2. Process of Nominations
Annually, the Board of Directors shall discuss what criteria is desirable for new board membership with consideration for diversity and skill sets. The Nominating Committee shall actively seek candidates who possess the desirable criteria. Additionally, Nominations, other than those submitted by the Nominating Committee, may be submitted to the MMLA office, in writing or by email, on or before the first day of the ninth month of the fiscal year. Nominations should include name of nominee, company name, position, and, if possible, a brief recommendation on why this person should be nominated. The nominating committee shall interview all potential candidates for willingness and readiness to serve, verify the candidates’ desirable qualities and skill sets and assure availability and commitment to the role.
Section 3. Board Approval of the Ballot
The Nominating Committee shall submit to the Board of Directors for approval vote by simple majority inclusive of at least two (2) officers, the names of candidates for election to the Board of Directors at the meeting of the Board of Directors held in the ninth month of the fiscal year of the Association. A ballot shall then be prepared for membership consideration, as necessary.
Section 4. Election Certification
The Secretary/Treasurer and the Executive Director will assure that all votes received are from active members and certify the election results before announcing the result of the vote to the membership.
Section 1. Authorization to Create a Committee or Task Force
The President may appoint special committees, work groups or task forces in consultation with the Board. The President has full authority to appoint the chair and membership to those entities.
Section 2. Chartering committees
New standing committees shall be officially chartered by the Board of Directors. Such charter shall clearly define the purpose of the committee and expected deliverables. The Board of Directors may assign other deliverables to committees driven by and in alignment with the strategic plan.
Section 3. Appointment of Committee Chairs
The President shall annually appoint the chairperson(s) for each committee from the membership of the Association. Committee chairs shall serve one year terms.
Section 4. Eligibility to Serve
All Committee Chairs and committee members must be members of the MMLA in good standing.
Section 5. Board liaisons to standing committees
The President shall appoint a Board of Director's representative to act as a liaison between the Committee and Board of Directors.
Section 6. Removal proceduresThe Board of Directors by simple majority vote inclusive of a least two (2) officers vote may remove any committee chair or committee member when such removal is deemed to be in the best interests of the Association.
Section 7. Resignations
A committee chair who wishes to resign the position must submit a written letter to the President or Executive Director, indicating the effective date of the resignation.
Section 8. Vacancies
Chair Vacancies on any committee, whether caused by death, resignation or termination of membership in the Association, may be filled by appointment until the next election by the President in consultation with the Director assigned to that committee.
Article VIII - Chapters
Section 1. Establishing a Chapter
The Board of Directors, by simple majority vote inclusive of at least two (2) officers, may establish Chapters of the Association. The Chapters will be operated and governed in the manner determined and designated by the Board of Directors.
Section 2. Representation on the State Board
Chapters will appoint one (1) qualified leader who will represent such chapter and will represent such chapter and serve on the State Board of Directors. All Chapter Officers and members of the Chapter must be members of the MMLA in good standing.
Article IX – Fiscal Year, Audits and Financial Reports
Section 1. Fiscal Year
The fiscal year of this Association shall commence January 1 and shall end on December 31.
Section 2. Frequency of Audits
The finances of MMLA shall be reviewed by a third-party at least once every three years.
Section 3. Access to financial reports
The Board shall review standard financial reports at least quarterly. Members may request copies of the current financial statements at any time. Non-members shall have no access to MMLA financial records.
Article X – Amendment Procedures
This Constitution and Bylaws may be amended or repealed at any meeting of the Board of Directors present by a simple majority inclusive of at least two (2) officers, provided that at least seven (7) days written notice has been given to all members stating the proposed amendments.
Article XI- Dissolution
Section 1. This Association shall continue in existence indefinitely unless two-thirds of the Members inclusive of at least two (2) officers vote at a meeting to terminate the Association.
Section 2. Upon the dissolution of the Association, after paying or making provisions for the payment of all the liabilities of the Association, the Board of Directors shall distribute the assets of the Association to such exempt organization that has a mission and vision in alignment with the MMLA.