Alaska MBA By-Laws

ARTICLE I

Section 1.      PRINCIPAL OFFICE. The principal office of the corporation shall be located in Anchorage, Alaska.

Section 2.      OTHER OFFICES. Other offices for the transaction of business shall be located at such other places within and without the State of Alaska as the Board of Directors may from time-to-time determine.

 

ARTICLE II

Section 1.      MEMBERSHIP. The Alaska Mortgage Bankers Association shall have four classes of membership as follows:

  1. REGULAR MEMBERS. Business organizations, financial institutions, mortgage insurance companies and title companies regularly in the business of originating, servicing, or investing in mortgage loans, and having an office in the State of Alaska shall be eligible for regular membership.
  2. ASSOCIATE MEMBERS. Any firm or organization engaged in mortgage related business and having an office in the State of Alaska shall be eligible for associate membership. Institutions including, but not limited to, the following are eligible: Members of the National Mortgage Bankers Association, credit bureaus, mortgage credit counselors, credit insurance companies, property tax services, mortgage brokers, etc.
  3. AFFILIATE MEMBERS. Any trade association representing members who provide services directly related to mortgage lending to members of the Alaska Mortgage Bankers Association, whose members are not eligible for regular or associate membership in this Association and whose member firms maintain offices in the State of Alaska shall be eligible for affiliate membership, and shall appoint a person to represent their association. Associations including, but not limited to, the following are eligible: those representing real estate sales, real estate appraisal, property management, surveying, or the Bar Association.
  4. NON-PROFIT AGENCY MEMBERS. Any firm, organization, or trade association who qualifies under any of the other three membership classes above AND who is organized as a non-profit agency shall be eligible for membership under this category of membership. These members may enjoy a reduction of the annual dues.

Section 2.      INITIAL MEMBERSHIPS. Initial memberships shall be determined by the Board of Directors upon written application in a form to be determined by the Board.

Section 3.      APPLICATIONS.

  1. Applicants for membership shall furnish, in written form, such information as shall be prescribed by the Board of Directors.
  2. Applications for membership shall be filed in writing with the secretary of the Association, who shall immediately refer them to the president for investigation and recommendation to the Board of Directors. The Board of Directors shall, at one of its regular meetings or at a special meeting, vote on the eligibility of each application for membership. A majority of favorable votes of the Board of Directors shall be necessary to determine eligibility. Except for initial members, all applications for membership shall be endorsed and recommended by not less than two Regular Members.

Section 4.      ADMISSION TO THE ASSOCIATION. If an applicant is determined eligible, the president shall promptly advise the Association. Notice of admission shall be sent by the secretary to the applicant together with a statement of dues payable, payment of which shall be held as acceptance of membership and agreement to be bound by the Articles of Incorporation and of the Association. Failure to make such payment within thirty (30) days shall void such election. Any application rejected may not be resubmitted for a period of six (6) months.

Section 5.      SUSPENSIONS. Any member may be suspended or expelled from

the Association for due cause. Such suspension or expulsion may only be presented to the Regular Members for vote upon the determination by the Board of Directors, by a majority vote of all directors, that due cause exists. A two-thirds vote of the Regular Members present, provided a quorum is present, shall be necessary for such suspension or expulsion.

Section 6.      VOTING PRIVILEGES.

  1. Only Regular Members shall be entitled to voting privileges.
  2. Each Regular Member shall be entitled to one vote. Regular Members may vote by proxy executed in writing by the member or by a duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
  3. Once admitted to membership, the firm or organization may designate as many officers and/or employees as it deems suitable, to engage in the activities of the Association, such as attendance at meetings, serving as committee members, etc. It is the intention of these bylaws to encourage the participation of the members in the activities of the Association.

ARTICLE III

 

Section 1.      OFFICERS AND BOARD OF DIRECTORS. The affairs of the Association shall be managed by a Board of Directors, consisting of seven members: the President, Vice-President, Secretary, Treasurer, and three elected Directors.

Section 2.      ELIGIBILITY. Only officers and employees of Regular Members shall be eligible to serve on the Board of Directors as the President or Vice President. The positions of Secretary, Treasurer and elected Director may be a Regular Member, Associate Member, Affiliate Member or Non-Profit Member. The Board of Directors shall consist of a majority of Regular Members.

Section 3.      THE PRESIDENT. The president shall preside at all meetings of the Association and the Board of Directors; shall be an ex officio member of all committees; shall enforce the bylaws; appoint a chairman of all committees; and shall, with the secretary, sign all written contracts and obligations of the Association approved by the Board of Directors; and shall, in general, perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time-to-time. The president shall not be able to serve more than two full consecutive terms; however, nothing in this section shall prevent the election of a president who has been elected to fill the unexpired term of the predecessor in office, nor the election of a person who has, more than one term previously, formerly served as president.

Section 4.      VICE-PRESIDENT. In case of temporary absence or disability of the president, the vice-president shall perform the duties of the president, and shall have all the powers and shall be subject to all the restrictions upon the president. The vice-president shall perform such other duties as from time-to-time may be assigned to him by the president or by the Board of Directors.

Section 5.      SECRETARY. The secretary shall keep an accurate list of the members of the Association; shall keep minutes of the proceedings of the Association and the Board of Directors which shall at all reasonable time be open for inspection by members of the Association; shall notify applicants of their election to membership; have charge of all files and records; and shall, in general, perform all duties incident to the office of secretary subject to the control of the president and the Board of Directors.

Section 6.      TREASURER. The treasurer shall have charge of all general books of accounts; shall send notices to members of dues and accounts payable, shall receive and receipt for all monies belonging to, or receivable by, the Association; shall disburse the same in such manner as shall be designated by the Board of Directors. Any funds shall be withdrawn in accordance with a resolution adopted by the Board of Directors.

Section 7.      BOARD OF DIRECTORS.

  1. DUTIES. The Board of Directors shall have the duty and power to control and manage all affairs of the Association; shall provide for the periodic audit of the treasurer’s books; 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.
  2. MEETINGS. At the call of the president or of three directors, the Board shall meet on such day and at such hour and place as shall be decided. A majority of the Board of Directors shall constitute a quorum and unless otherwise specified herein, the majority of those present shall control. The Board shall meet at least one in each half of the fiscal year of the Association.

Section 8.      TEMPORARY ABSENCES. In the case of the temporary absence or disability to act of the president, the vice-president shall perform the duties of the president. In the case of the temporary absence or disability to act of the president and the vice-president, the secretary shall perform the duties of the president. In the event that neither the president, the vice-president, nor the secretary 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 9.      VACANCIES. Vacancies on the Board of Directors occasioned by death or resignation shall be filled by appointment of a majority of those present at a regular meeting of the Board of Directors. The person so appointed shall serve until the next annual meeting of the membership.

ARTICLE IV

Section 1.      ELECTIONS. The four officers and three elective members of the Board of Directors shall be elected at the annual meeting of the members.

Section 2.      TERMS. The officers and director shall be elected for a term of one year at the annual meeting. All duly elected officers and director shall take office at the beginning of the fiscal year; their terms shall end at the close of the fiscal year and when their successors have been duly qualified to assume office.

Section 3.      NOMINATING COMMITTEE. At least sixty (60) days prior to the annual meeting of the Association, a nominating committee shall be appointed by the president. The committee shall forward, within thirty (30) days from the time it is formed, the list of the nominees to the secretary, who shall deliver to each Regular Member of the Association, a list of nominees at least fifteen (15) days prior to the annual meeting of the Association. Additional nominations may be made from the floor at the time of election. Election shall be by majority vote of the Regular Members present.

Section 4.      LIMITATIONS OF MEMBERS. No more than one (1) officer or employee of any Regular Member may serve as officer or director during the same term of office.

Section 5. STANDING COMMITTEES. The Board of Directors shall annually consider and, if acceptable, approve the membership of the following standing committees recommended by the president from the membership of the Association and shall from time-to-time review and determine the objective and purposes of each committee.

 

Education Committee

State Legislative Affairs

AHFC/FHA/VA Liaison Committee

Servicing/Closing/Shipping Committee

Monthly Speakers Committee

Appraisal Committee

Membership Committee

Vacancies on these committees occasioned by the death or resignation shall be filled by appointment of a majority of those present at a regular meeting of the Board of Directors. The position of chairperson of each standing committee shall be a Regular Member.

Members of each committee may serve indefinitely, subject to annual approval of the Board. Any member of said committees may be suspended or expelled from a committee for due cause. Such suspension or expulsion may only be presented to the Regular Members for vote upon the determination by the Board of Directors, by a majority vote of all directors, that due cause exists. A majority vote of the Regular Members shall be necessary for such suspension or expulsion.

ARTICLE V

Section 1.      FISCAL YEAR. The fiscal year of the Association shall commence on the first day of September and end on the last day of August. The annual meeting of the Association shall be held each year in May at such time and place as may be designated by the Board of Directors, provided that the Board of Directors may, by resolution, change the day and hour of holding such regular meetings. At least fifteen (15) days written notice of the date and place of the annual meeting shall be given by the secretary to all members of the Association.

Section 2.      MEETINGS. In addition to the annual meeting, meetings of the members will be held at a time, date, and place as determined by the president, provided that general membership meetings shall be held at least once a month September through May. General membership meetings will not be held in June, July or August unless called by the President with at least fifteen (15) days written notice of the date, time and place of the meeting.

Section 3.      QUORUM. The presence of thirty-five percent (35%) or more of the Regular Members shall constitute a quorum for all purposes at meetings of the members.

Section 4.      DETERMINATION OF QUORUM. The secretary shall be responsible for establishing the presence of a quorum prior to any vote of the Regular Members of the Association. In the event a quorum is not in attendance, no decision which requires membership approval will be reached.

ARTICLE VI

Section 1.      DUES. The initiation fee and annual dues of the Association for each fiscal year shall be determined by the Board of Directors and shall be due and payable within thirty (30) days after billing. The Board of Directors will review a reduced amount for dues for any member in the membership class of Non-Profit Agency Member.

Any member whose dues are not paid by that time shall be deemed a member not in good standing and shall be denied the privileges of voting. If said delinquency shall continue for a further period of thirty (30) days, said members shall be dropped from the rolls and any further membership shall be at the discretion of the Board of Directors.

Section 2.      PRORATIONS. Dues of any members admitted during the year shall be prorated.

ARTICLE VII

Section 1.      WAIVER OF NOTICE. Whenever any notice is required under the Alaska Non-Profit Corporation Act, or under the provisions of these bylaws, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notices.

ARTICLE VIII

Section 1.      AMENDMENTS. These bylaws may be amended or repealed in whole or in part by a majority vote of the members present at any meeting, provided that a quorum is present and provided further that at least ten (10) days notice in writing, of such proposed amendment has been delivered to each member of the Association by the secretary.

ARTICLE IX

Section 1.      PROCEDURES. Robert’s Rules of Order shall govern the procedures of all business meetings of the Association.