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Austin Mortgage Bankers Association By-Laws

 

 

Austin Mortgage Bankers Association

By-Laws

ARTICLE 1

Purpose

The purpose of this Association shall be:

Section 1.     To preserve and promote the welfare of the mortgage banking industry in Austin, Texas and the surrounding communities in a Social atmosphere;

Section 2.     To encourage sound and ethical business practices among its members;

Section 3.     To acquire and disseminate correct and current information on pending legislation, rules and regulations affecting the real estate and mortgage business;

Section 4.     To sponsor and/or conduct meetings and programs of interest to the Association and provide a platform from which the members of this Association can express  their views on practices, legislation, rules and regulations affecting the industry;

Section 5.     To afford the opportunity for those engaged in the mortgage banking industry to secure the benefit of personal acquaintance;

Section 6.     To cooperate with all public and private agencies in all matters relating to sound mortgage banking.

ARTICLE II

Membership

Section 1.     Membership shall consist of any individual, partnership, corporation, trust, association, or other form of business endeavor engaged in one or more fields of mortgage banking, financing or servicing in Texas.  Dues are paid on an individual basis.

Section 2.     Classes of membership. There shall be three classes of members:

(a).     Regular Members - Regular members may serve as Board Members, Committee Chairs and Committee Members. Those who are substantially engaged in the business of originating, purchasing, selling, and/or servicing real estate mortgages including but not limited to the following:

(1)     Mortgage company
(2)     State and national commercial banks, mutual savings banks, and trust companies;
(3)     State and federal savings and loan associations;
(4)     Mortgage insurance companies
(5)     Credit Unions; and
(6)     An individual engaged in Mortgage Banking

(b).     Associate Members - These individuals will not be voting members of the association; except that any Associate Member elected to the Board of Directors will have voting privileges at any meeting of the Board of Directors. Associate Members may serve on any Committee and serve as Committee Chair as appointed by the Board.

(1)     Fire and casualty insurance companies;
(2)     Divisions of subsidiary companies of securities or investment banking firms whose main activities
         are in the mortgage field;
(3)     Mortgage or equity real estate investment trusts;
(4)     Colleges, trust estates, public or private funds, and labor organizations; and
(5)     Law firms
(6)     Title companies

(c).     Honorary Members - Anything in these By-Laws to the contrary notwithstanding, the Board of Directors may at its discretion elect to membership any firm or person whom such Board feels deserving of membership for honorary purposes. Such election shall be by an affirmative vote of three-fourths of the entire Board of Directors at any of its regular or special meetings. Such membership shall have not vote and shall not be liable for dues, and cannot serve on the Board of Directors.

Section 3.     Application and election for membership.

Applicants for membership shall furnish information in the form and content prescribed by the Board of Directors.  Members shall become active and elected upon completion of the Membership Application and annual dues paid in full provided members are eligible for association.

Section 4.     Voting.

Each individual has one vote.

Section 5.     Termination of Membership.

Any membership may be terminated, not renewed, or suspended by the Board of Directors at any regular meeting or a special meeting called for such purpose, for due cause satisfactory to the Board, upon two-thirds vote of the entire Board of Directors.

The regular membership may also terminate or suspend a member by a vote of two-thirds of all its members.

ARTICLE III

Dues

Section 1.     The Board of Directors shall be empowered to set and collect annual dues for all classes of membership. The Board of Directors shall also be empowered to set the rules for termination or suspension for failure to pay dues.

ARTICLE IV

Board of Directors

Section 1.     The affairs of the Association shall be managed by a Board of Directors. A majority of the membership of the Board of Directors shall be selected from the regular members of the Association and one of the memberships may be selected from the associate members of the Association.  There are no limits to At-Large appointees.  The President shall act as the Director.  Such Board of Directors shall be comprised as follows:

President

Immediate Past President

Vice President

Treasurer

Secretary

At-Large Appointee(s)

Section 2.     The Board of Directors may fill any vacancy among their number by a vote of the majority of those present at a regular meeting of such Board. The person so elected shall hold office only until the next annual meeting, after which time he or his elected successor shall hold office as a member of the Board only for the unexpired term of his predecessor in office, if there has been an unexpired term; else for a full term.  The President will immediately appoint an interim position as vacancies on the Board arise.

Section 3.     The President of the Association shall preside at meetings of the Board of Directors. Such meetings shall be called at a time and place designated by the President, but not less than once each fiscal year. Reasonable notice of such meeting shall be given each member of the Board and a majority of the members of the Board shall constitute a quorum.

Section 4.     The Board of Directors shall have the duty and power to control and manage all affairs of the Association; shall approve all contracts and purchases; and do any and all business necessary for the Association to carry out the objects and purposes of the Association as set forth in its Articles of Incorporation.

ARTICLE V

Officers

Section 1.     Officers of the Association shall be a President, a Vice President, Treasurer and Secretary who shall be the same offices as the Board of Directors and be regular members of the Association.

Section 2.     President Powers and Duties.

The President shall preside at all meetings of the Association and Board of Directors. He shall be an ex-officio member of all committees. He shall enforce By-Laws; appoint the Chairman of all committees; and he shall, with the Treasurer, sign all written contracts and obligations of the Association approved by the Board of Directors.

Section 3.     Vice President Powers and Duties.

In case of the temporary absence or inability of the President, the Vice President shall perform the duties of the President, until such time as the office shall have been permanently filled in accordance with these By-Laws. The Vice President will be the President-Elect for the Association upon election. In the event that neither the President nor the Vice President shall be able to act, the Board of Directors shall have the power to appoint one of its members to act as President Pro Tempore.

Section 4.     Treasurer Powers and Duties.

The Treasurer shall receive and disburse all monies of the Association and shall deposit all monies in the name of the Association in a bank or trust company to be selected by the Board of Directors.

Section 5.      Secretary

The Secretary shall record the minutes of all meetings of the Board of Directors and the Association, give notice of all meetings of the Association, maintain an accurate list of the membership of the Association, and perform such other duties as may be assigned by the President of the Board of Directors.

Section 6.     Removal of Officers.

Any officer elected or appointed may be suspended or terminated by a vote of two-thirds of the entire Board of Directors whenever, in their judgment, the best interests of the Association will be served thereby.

Removal must be initiated by a Board member and seconded by a Board member before any removal action may take place.  Members may be removed with or without cause (at will).

Section 7.      Committees

Committee nominations are at the discretion of the President and may be formed as needed or requested.  Committees must be approved by a simple majority of the Board.  Each Committee will have one Committee Chair.  The Committee Chair shall have the exclusive power to nominate and approve said Committee members, set meetings and set Committee goals.

Committees should include yet not limited to Membership, Social, and Education.

ARTICLE VI

Annual Election and Term of Office

Section 1.     The President shall retain all powers to nominate new Board members in accordance with the positions set forth in Article VI, Section 1 of the By-Laws, and Secretary on an annual basis. In order to be eligible to become a Director, the person must be a regular member of the Association.

Section 2.     At the annual membership meeting, to be held each year, the regular members of the Association shall vote and elect a President, a Vice President, Treasurer and Secretary. The Vice President will become the President at the end of the one year term as Vice President, the Treasurer will become Vice President, and the Secretary will become Treasurer.

Section 3.      The newly elected President will appoint the Secretary for the upcoming year.

ARTICLE VII

Meetings

Section 1.     The annual meeting of the Association shall be held at such time and place as may be designated by the Board of Directors.

Section 2.     In addition to annual meetings, special meetings of the Association may be called at any time by order of a majority of the Board of Directors.

Section 3.      The Association meets on the first Wednesday of each month for its social and educational luncheon.  The Board determines place and time of said meetings.

ARTICLE VIII

Amendments

Section 1.     These By-Laws may be amended or repealed in whole or in part by the Board of Directors at any regular meeting, subject, however, to approval of the membership at any annual meeting or a special meeting called for that purpose by a vote of two-thirds of the regular membership.

ARTICLE IX

Parliamentary Authority

The conduct of the affairs of the Association shall be governed by the procedures and rules of orders as set forth in Robert's Rules of Order, Revised.

ARTICLE X

Dissolution of Organization

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

.

ARTICLE XI

Kenton Brown Distinguished Service Award

An annual award presented in recognition of exceptional and outstanding service to the Austin Mortgage

Bankers Association and the mortgage banking industry.  It is recommended that at least 30 days before the AMBA/Brown Distinguished Service Award (KBSA) is presented, the current or acting AMBA President will solicit recommendation from the Panel; see below:

Section 1.         The recipient of the AMBA Distinguished Service Award (KBSA) will be determined by a Panel consisting of:

(a) Current AMBA Officers and Board Members;

(b) All available past AMBA Presidents and;

(c) The last available recipient of the KBSA.

Section 2.         Once the Panel is determined for a particular year than once voting commences the panel

members will not be added to or altered in a material way for that specific years vote.

Section 3.         Once the first or the original votes are calculated, the Top-3 vote getters (regardless if anyone receives a majority of the vote) shall be re-submitted to the Panel and a recipient will be chosen on the second ballot, so long as the majority recipient receives "over 50%" of the votes on the second ballot.

3(a). If the majority recipient does not receive "over 50%" of the votes on the second ballot, at the

discretion of the acting AMBA President a decision may be made to forego the awarding of the award in

that calendar year.

3(b). Only the current AMBA President may ask for a third ballot. Further, it will be left to the

prudence of the current AMBA President if they wish to re-submit to the Panel on the third ballot (2) two

or (3) three names.

3(c). There is no requirement that the BSA be awarded in any given term.

Section 4.         The recipient of the BSA shall be a current or former member of AMBA who has, at least, six years of consecutive and distinguished service to the AMBA and be a person of personal and professional integrity and high standards who has made extraordinary contributions of time, judgment and talent to the mission and purposes AMBA and has brought credit to the AMBA by the person’s work, actions and accomplishments.

Section 5.         The month of the award presentation will be determined by the current AMBA President

Section 6.         The “script” used to introduce each year’s BAS recipient will become a permanent part of the AMBA’s historical record and kept in a BSA Awards Ledger for future generations.

Article XII

 “RESOLVED that the Austin Mortgage Bankers Association become a Local Affiliate Member of

the Texas Mortgage Bankers Association, and that Vinnie Magnarini, the (President) of the Local Affiliate is hereby designated as the representative of the Local Affiliate;

RESOLVED that the Austin Mortgage Bankers Association as a Local Affiliate Member of

the Texas Mortgage Bankers Association pledges to support the policies and purposes of the Texas

Mortgage Bankers Association;

FURTHER RESOLVED, that the designated representative of Austin Mortgage Bankers

Association shall be obligated to attend the general membership meetings of the Texas Mortgage

Bankers Association, and if elected as an Advisory Director, shall be obligated to attend the Board of

Director Meetings of the Texas Mortgage Bankers Association; and

FURTHER RESOLVED that the Austin Mortgage Bankers Association shall pay, to the extent

funds are available, the reasonable and necessary expenses for the designated representative to fulfill

the attendance obligations of this Resolution.”


Address: P.O. Box 27313 | Austin, TX 78755-2313
Copyright Austin Mortgage Bankers Association 2014

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