Greater Cincinnati Mortgage Bankers Association
Constitution and By-Laws
ARTICLE I
Name
The name of this organization shall be the Greater Cincinnati Mortgage Bankers Association, also referred to as "GCMBA".
ARTICLE II
Objectives
The objectives of the GCMBA shall be to promote the welfare of its members, and improve their service to the community, by giving effect to the following:
- Recognize to the fullest extent the obligations of its members to act in accordance with the highest standards of business ethics, including but not limited to the CANONS OF ETHICS AND STANDARD OF PRACTICE, heretofore and hereafter adopted by the GCMBA;
- Acquire and disseminate correct and current information on legislation and/or rules and regulations affecting the real mortgage loan business;
- Sponsor and/or conduct business and programs of interest on various pertinent subjects;
- Afford the opportunity for members of this Association to secure the benefits of personal acquaintance and interchange of ideas, both by individual contact and public discussion; and,
- Cooperate with public and quasi-public officials and representatives in connection with housing and related matters.
ARTICLE III
Section 1: Membership
Membership in the GCMBA shall consist of the following:
- Mortgage Companies, Commercial Banks, Savings Banks and Loan Associations engaged in originating, funding, financing, closing, selling and servicing mortgage loans on real estate for others, which either maintain an office for conducting mortgage lending business or conduct significant mortgage lending in the Greater Cincinnati area;
- Title Insurance Companies, Title Insurance Agents and Title Attorneys, whose principal business is the insuring of title to real estate: and
- Companies and Individuals whose businesses support the mortgage industry, These companies include but are not limited to; Accountants, Appraisers, Attorneys, Credit Service Companies, Home Inspection/Engineering Companies, Surveyors, Fire and Casualty Insurers, Government and Private Housing Assistance Agencies.
Section 2: Membership Application and Approval:
- Applications for membership in the GCMBA shall be submitted on the approved form, accompanied by written letters of recommendation by two (2) voting members in good standing and accompanied by a check for the first years' dues and initiation fee.
- Approval of membership is referred to the Membership Committee for review and recommendation. Each application shall then be submitted to the GCMBA Board of Directors with the letters of recommendation. When the Board of Directors considers an application, there must be at least six (6) voting Board members present and approval must be by at least two-thirds (2/3) of those present.
Section 3: Voting Privileges and Office-holding Qualifications:
- All Member Companies in good standing shall have equal voting privileges, one vote per Member Company, and employees from Member Companies shall be qualified to hold any elected office or appointed position in the GCMBA.
Section 4: Honorary Members:
- Honorary Membership shall be reserved for individuals who have served the Association and the mortgage banking industry with distinction and honor in an extraordinary manner. Election to Honorary Membership shall be by unanimous vote of one hundred percent (100%) of the Board of Directors. Honorary Member shall not be required to pay dues but may be required to pay for dinners and special events. They shall not be entitled to vote or hold office unless they are a dues paying member.
Section 5: Suspension and Expulsion
- Any Member may be suspended or expelled from the GCMBA if an individual ceases to qualify for membership or for any other due cause upon two-thirds (2/3) vote of the Grievance Committee, comprised of the member of the Board of Directors plus two past presidents. But no Member shall be suspended or expelled until they have due notice thereof and reasonable opportunity to be heard.
ARTICLE IV
Dues:
The annual dues shall be such an amount as is voted from time to time by the Board of Directors and, if the Board of Directors so elects, ratified by the Association.
- The annual dues shall be paid prior to the beginning of the fiscal year.
- The Board of Directors shall have the right to prorate the annual dues for the expired portion of a fiscal year during which a new Member is admitted. If a Member discontinues its membership, no refund is to be given.
Article VI
Officers, Board of Directors and Executive Secretary
Section 1: Officers:
The Officers shall be a President, Vice-President, Secretary and Treasurer, whose duties shall be those usually pertaining to such offices, including the following:
- President The President, subject to the direction of the Board of Directors, shall have and exercise direct charge of and general supervision over the affairs of the Association and shall perform such duties as may from time to time be assigned to him or her by the Board of Directors;
- Vice-President The Vice-President shall perform such duties as may from time to time be assigned to him or her by the Board of Directors or as may be delegated to him or her by the President, and, if the President is unable or unwilling to complete his or her term, the Vice-President shall succeed to the Office of the President for the balance of the President's elected term;
- Treasurer The Treasurer shall have charge of and responsibility for all funds, securities, receipts and disbursements of the Association; render to the President and to the Board, upon request, but not less than once per quarter, and account of the financial condition of the Association and perform such other duties as may from time to time be assigned to him or her by the Board;
- Secretary The Secretary shall keep the minutes of all the meetings of the Board of Directors in books provided for this purpose, see that all notices are duly given, be custodian of the records of the Association, and perform such other duties as may from time to time be assigned to him or her by the Board;
- Director Up to six (6) Directors, whose companies must be in good standing, may be elected to perform such duties and otherwise to serve as directed by the Board of Directors. Directors shall serve a one-year term.
Section 2:
The Member who has just completed a term as President shall continue on the Board of Directors as the Immediate Past President for a one-year term. The Immediate Past President retains all voting rights during that year.
Section 3:
Those nominating to serve as Officers, other than the Immediate Past President, shall be voted on and elected by a simple majority vote of Members in good standing in attendance at the Annual Meeting of the Association.
Section 4:
Officers and Board of Directors shall be elected at the May Annual Meeting, shall take office on July 1 and shall hold office for one year, or until their successors have been elected and qualified. No person shall be eligible to serve two consecutive terms as President.
Section 5:
Five (5) members of the Board of Directors shall constitute a quorum of the Board.
Section 6:
The Executive Secretary shall be a person who is employed or engaged by any Member Company in good standing. The Executive Secretary shall serve at the pleasure of the Board of Directors, shall assist the Board and shall perform the administrative duties of the Association. The Executive Secretary shall be compensated for such services and reimbursed for reasonable expenses incurred and paid on behalf of the Association as determined from time to time by the Board of Directors.
Section 7:
The Board of Directors shall have full power and authority to conduct the business of the Association, subject to such limitations as are contained in the Constitution, or may be imposed from time to time by the Association.
Section 8:
The Board of Directors shall have full power and authority to conduct the business of the Association, subject to such limitations as are contained in the Constitution, or may be imposed from time to time by the Association.
Section 9:
The Board of Directors shall have the authority to engage, dismiss or replace the Executive Secretary, Accountant and other support personnel, and to fill any vacancy that may arise from any cause among the Officers or Board of Directors for the unexpired portion of the vacant term.
Article VII
Meetings and Elections
Section 1:
Regular monthly meetings shall be scheduled by the Board of Directors as determined from time to time. The time and place of these meetings shall be determined by the Board of Directors. The President or the Board of Directors, for good cause and upon sufficient notice in advance, shall have the authority to accelerate, adjourn or postpone any regular meeting.
Section 2:
The Annual Meeting of the Association shall be a part of the regular May meeting. Prior to the Annual Meeting, the Nominating Committee shall present a slate of one or more persons as candidates for each office and vacancy on the Board of Directors for the ensuing year. At this same meeting, other persons may be nominated from the floor. All nominees must have agreed to accept the position for which they are nominated prior to the election. Immediately after all nominations have been presented, the annual election shall be held.
Section 3:
All votes at the annual election shall be via voice unless the election is a contested election, in which case the election shall be by written ballot. The Secretary shall supply the ballots and the President shall appoint three (3) tellers, one of whom shall act as judge. The three should be past Presidents if three past Presidents are in attendance.
Section 4:
Special meetings of the Association may be called by the President, the Board of Directors or by request of not less than ten (10) Members of the Association.
Section 5:
The President, Vice-President or Secretary shall cause the Executive Secretary to send notices of each regular and special meeting to all Members or the Board of Directors, as the case may be.
Section 6:
Ten (10) Members shall constitute a quorum at regular or special meetings of the Association.
Article VIII
Committees
Section 1:
As soon as possible after each annual election, the newly elected President shall appoint such committees from among the Members, as he or she deems necessary to assist the President in conducting the business of the Association.
Section 2:
The President shall have the authority to appoint such additional committees as determined by the President to be necessary or desirable to serve during his or her term in office.
Section 3:
The Nominating Committee shall be a standing committee, comprised of the President, the Vice-President and the Immediate Past President, who shall serve as chair.
Section 4:
The Grievance Committee shall be a standing committee to be constituted and serve as contemplated in Section 5 of Article III.
Section 5:
The Membership Committee shall be a standing committee with a chair and such other members as may be determined by the President.
Article IX
Other Provisions
Section 1: Amendments
This Constitution may be amended by a two-thirds (2/3) affirmative vote of the members in good standing and provided written notice with the proposed changes noted has been available to the membership at least ten (10) days prior to the meeting at which such proposal will be submitted.
Section 2: Indemnification
The Association hereby indemnifies and agrees to defend and hold harmless each Officer and member of the Board of Directors who is party to, or who is threatened to be made a party to, any civil, criminal, administrative or investigative action, suit or proceeding, other than an action by or on behalf of the Association, by reason of the fact that he or she is or was an Officer or a member of the Board of Directors from and against expenses, including attorneys fees, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of this Association, and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful.
Section 3: Dissolution
Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all assets of the Association exclusively for the purposes of the Association in such manner, or to such successor or other organizations organized and operated exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Revenue Law, as the Board of Directors shall determine.