NEW JERSEY ASSOCIATION OF MORTGAGE BROKERS
NAME, LOCATION AND DEFINITIONS
Section 1. Name: The name of this Association shall be the New Jersey Association of Mortgage Brokers (A/K/A “NJAMB”), a nonprofit association incorporated in the State of New Jersey.
Section 2. Location: The offices of the Association shall be in such location as may be determined by the Board of Directors.
Section 3. Definitions: As used in these Bylaws, the word Association shall mean the New Jersey Association of Mortgage Brokers. The term Board shall mean the Board of Directors of the New Jersey Association of Mortgage Brokers.
The purposes of the Association shall be:
(a) to promote the highest degree of professionalism for members and to provide ethical and professional standards against which Mortgage Brokers can be measured;
(b) to provide an opportunity for the exchange of experiences and opinions regarding Mortgage Brokers and their profession, through education, study and communications;
(c) to provide a forum for the development of common business interests and opportunities among members;
(d) to collect and disseminate information and data relating to Mortgage Brokers and their profession;
(e) to conduct and cooperate in drafting curricula for courses of study for persons desiring to improve their understanding of the mortgage market and their expertise as Mortgage Brokers;
(f) to monitor and disseminate information on legislative and regulatory activity affecting members, present positions of the Association to the state legislature and Regulatory Agencies where applicable, and promote a favorable legislative and regulatory environment on a state and national level for mortgage brokers;
(g) to hold meetings and conferences for the improvement and education of members;
(h) to cooperate with The National Association of Mortgage Brokers and related professionals and industries to promote the profession of Mortgage Brokers and enhance the public perception thereof.
Section I. Classification of Members: There shall be seven classes of membership: Regular, Professional, Associate, Affiliate, Wholesale Affiliate, Affiliated Associate, and Individual Membership Category.
REGULAR MEMBERS: Mortgage Brokers; companies whose principal business is the origination and closing of mortgage loans using the funds of others and which act as an intermediary between lenders and borrowers.
Section 2. PROFESSIONAL: Membership in this classification shall be an individual employee designated by a Regular Member in good standing. Professional Members shall have one vote in the affairs of the Association representing the regular member and shall receive all publications, documents and information on behalf of the regular member as disseminated by the Association. Each Professional Member shall be designated as the individual member of NAMB.
Section 3. ASSOCIATE MEMBERS: Individuals employed and sponsored by a Regular Member in good standing may apply for Associate Membership. Associate Members shall not have a vote in the affairs of the Association, but may serve on committees.
Section 4. WHOLESALE AFFILIATE: Companies whose primary business is the origination of mortgage loans through mortgage brokers. Wholesale Affiliate members shall not have a vote in the affairs of the Association but may serve on committees.
Section 5. AFFILIATE MEMBERS: Affiliate Membership shall be open to companies whose business is other than that of a Mortgage Broker or Wholesale Affiliate, but have an interest in supporting Mortgage Brokers in general and the Association in particular. Affiliate Members shall not have a vote in the affairs of the Association, but may serve on committees.
Section 6. AFFILIATED ASSOCIATE MEMBERS: Individuals who are employed and sponsored by an Affiliate Member or Wholesale Affiliate member in good standing may apply for Affiliated Associate Membership.
Section 7. INDIVIDUAL MEMBERSHIP CATEGORY: An individual who is not employed by a member of the Association but is employed in the industry or has an interest in supporting mortgage brokers in general and the Association in particular. Individual Members shall not have a vote in the affairs of the Association but may serve on committees.
Section 8. Application for Membership: Complete applications for membership shall be those that:
a) have all sections of the membership application completed;
b) are addressed to and received by the Association;
c) include appropriate payment and application fee, where applicable;
d) include an agreement to comply with the Association’s Constitutions, Bylaws, Code of Ethics and Board Policy; and
e) include such other information as will enable the Association to determine the qualifications of the applicant. Applications for membership may be referred to the Membership Committee and a final recommendation to the Board shall be made within thirty (30) days of the date the application is received by the Association’s designated representative or such other time as established by the Board.
Section 8. Applications for Membership: Shall be processed in the following manner:
a) Applications reviewed by the Membership Committee shall be determined by a majority vote as to whether an application shall be recommended for approval or disapproval;
b) The Board of Directors shall vote upon each application recommended for approval or disapproval or upon any application it decides to consider without a committee recommendation. 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 Chief Staff Executive of the Association shall conduct the vote to approve members, keeping no record of any of the votes cast, recording only the fact of the election or rejection of a candidate.
Section 9. Resignation: A member may withdraw and/or resign from the Association at any time, but shall not be entitled to any refund of dues paid.
Section 10. Termination of Membership: Members in any membership classification may have their membership terminated for cause:
a) by two-thirds vote of the Board members present at any meeting,
b) non-payment of dues, as referenced in Article IV, Section 3, or
c) conviction of a felony. For any cause other than non-payment of dues, the vote for removal shall occur only after the member has been advised of the pending Board action and has been given a reasonable opportunity for defense.
Section 11. Rights Upon Cessation of Membership: Upon cessation of membership, such former members shall not be entitled to any interest in the assets of the Association or any claim against the Association or its remaining members, relative to matters involving the Association.
Section 1. Dues Period: All categories of membership in the Association shall be for the calendar year, beginning on January 1st and ending on December 31st upon the acceptance of a properly-completed application and approved by the Board of Directors. Dues for all classes of membership, shall be established by the Board of Directors.
Section 2. Fiscal Year: The fiscal year of the Association shall be from January 1 through December 31. An audit of the books and records of the Association shall be made annually by a certified public accountant and a copy of the audit shall be provided to the Board of Directors within three (3) months of the end of the fiscal year, and shall be available in the state office for inspection by any member during normal business hours.
Section 3. Dues Delinquencies: Members’ dues shall be due and payable on a date determined by the board. If a member is in arrears for more than 30 days, that member’s rights in the Association shall cease without further notice. Delinquent members, who subsequently pay their dues, may be reinstated at the discretion of the Membership Committee.
MEMBERSHIP MEETINGS AND VOTING
Section 1. Annual Meetings: There shall be an annual meeting of the membership. This meeting shall be held at such time and place as the Board shall determine, for the transaction of such business as may be properly brought before the meeting. Notice of the annual meeting shall be mailed to the last recorded address for each member at least 30 days prior to the date of the meeting or faxed or e-mailed at least 25 days prior to the meeting. The Annual Meeting shall be open to all classes of membership.
Section 2. Special Meetings: A special meeting of the Association may be called by the Board, the President, or upon written request of a majority of the Association’s voting membership. Notice of any special meeting shall be mailed, faxed or e-mailed to each member at their last recorded address at least 10 days in advance of the meeting. The business to be transacted at such a special meeting shall be stated in a special notice, and no other business may be conducted at that time.
Section 3. Voting: Each Professional Member shall be entitled to cast one vote on all matters brought before the membership at the annual or special meetings. There shall be no cumulative voting.
Section 4. Voting by Mail: Voting on all matters including amendments to the Bylaws and Articles of Incorporation may, at the discretion of the Board, be conducted by mail ballot, provided that all matters or amendments to be voted upon have been mailed to the appropriate members and/or delegates at least 30 days prior to the counting of the ballots, or at least 25 days if faxed or e-mailed.
Section 5. Quorum: Twenty percent of the voting membership of the association shall be considered a quorum for the purpose of transacting business at any membership meeting. A majority of the quorum shall be sufficient to pass any matter before the membership for a vote whether at a meeting duly called or by ballot
Section 6. Rules of Order: Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Association, its Board, and committees, in all instances wherein its provisions do not conflict with these Bylaws or Board policy.
BOARD OF DIRECTORS
Section 1. Authority and Responsibility: The governing body of the Association shall be its Board of Directors (Board). The Board shall have supervision, control and direction over all of the ordinary business affairs of the Association, its committees and publications. It shall determine the general policies, actively promote the Association’s objectives and supervise the disbursement of its funds. The Board may adopt rules and regulations for the conduct of its business, as shall be deemed advisable and not otherwise in conflict with these bylaws, and may in the execution of powers granted, delegate certain of its responsibilities and authority to an Executive Committee. The Board shall be authorized in its discretion, to establish and Charter Regional Chapters of the Association and shall establish procedures for the formation of such chapters. Said procedures and amendments thereto must receive at least a two-thirds (2/3) vote of the Board.
Section 2. Election of Directors and Terms:
(A) The Board shall be elected from Professional Members in good standing and shall consist of Officers and Directors chosen as follows:
(B) There shall be a minimum of six (6) and a maximum of eleven (11) Directors. Directors shall serve two (2) year rotating terms. To facilitate communications within the state, the Board may designate an appropriate number of Directors to serve as Regional Directors. Each newly-elected Director shall take office immediately following the annual meeting, and serve for their specified term or until their successor is elected and sworn in. If a Chief Staff Executive is employed by the association, that individual shall be a non-voting member of the Board and the Executive Committee.
(C) All Officers shall also be members of the Board of Directors by virtue of their office. Directors elected to Officer positions must vacate their positions as Directors. All Officers serve two-year terms.
(D) All Directors shall be elected at-large except that the immediate past president shall serve as a director ex-officio.
The President shall chair all meetings of the Board. The President shall succeed to the office of Immediate Past President upon completion of the full term of office.
The President may appoint a Parliamentarian and/or a Sergeant at Arms from the sitting members of the Board.
(E) Past Presidents, other than the immediate past president, may serve as Honorary, non-voting, Board Members. Their term of office shall begin immediately following the end of their term of office as Immediate Past President and shall continue indefinitely.
(F) Officers and Board Members:
President *Must have served as a Director.
Vice President *Must have served as a Director.
Secretary/Treasurer Must have served as a Director.
Board Member Must be a professional member in good standing.
Individuals who are Board Members or Officers as
of the effective date of these Bylaws shall be deemed
to quality for board seats or election as officers.
Section 3. Meetings and Quorum: The Board shall hold at least two (2) meetings each year, including a meeting in conjunction with the annual meeting of the membership, and at such other times and places as the President may deem desirable. Meetings of the Board may also be called at the request of 33% of the Board members.
Notice of all Board meetings shall be sent to each Board member at least ten (10) days in advance of such meetings.
The majority of the total number of voting Board members currently sitting shall constitute a quorum at any duly-called meeting for the purpose of transacting business. Any action receiving a majority vote of those present shall be deemed an affirmative vote by the Association’s Board, unless otherwise stated in these bylaws.
Section 4. Proxies: Proxies will not be authorized.
Section 5. Meetings by Telephone: Members of the Board or any committee duly-appointed by the President or Board of Directors may conduct any meeting by conference telephone or similar communication equipment by which all persons participating in such telephone call meeting can hear each other. Participation in such meeting, pursuant to this section, shall constitute presence in person at such meeting. Telephone voting shall not be permitted except when meetings are conducted entirely by telephone.
Section 6. Absence: Any member of the Board who is unable to attend a meeting shall, in a letter addressed to the President, state the reasons for absence. If a Director is absent from two consecutive meetings, while serving on the Board, for reasons which the Board has not accepted, and he/she shall be notified that he/she is no longer a Board Member.
Section 7. Resignation: Any Director or Officer may resign, at any time, by giving written notice to the President and, if applicable, the Chief Staff Executive. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof, as determined by the Board.
Section 9. Vacancies: Vacancies on the Board shall be filled by vote of a majority of the Board. Appointees shall complete the term of office vacated.
Section 1. Officers: The officers of the Association shall be elected by the voting members of the Association. Elected Officers shall be those of President, Vice President, and Secretary/Treasurer. All elected Officers shall serve for two-year terms. Each newly-elected Officer shall take office immediately following an installation of officers and directors meeting, to be held in January, each year, and shall serve for their specified term or until their successor is elected and sworn in. Other than the Secretary/Treasurer, no Officers, except in the case of a person appointed to an unfilled vacancy, shall be eligible for re-election to the same office in the following year. The immediate Past President shall serve as a voting member of the Board of Directors and as a voting member of the Executive Committee.
Section 2. Duties and Responsibilities of the Officers:
(a) President: The President shall be the Chief Elected Officer of the Association and shall serve as Chairman of the Board and the Executive Committee. The President shall also serve as an ex-officio member on all committees, except the Nominating Committee, and shall recommend appointments to standing and special committees. The President shall have the right to vote only in the case of a tie vote.
At the annual business meeting of the Association and at such other times deemed proper, the President shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association. The President shall perform such other duties as are necessarily incident to the office of President, or as may be prescribed by the Board.
(b) Vice President: The Vice President shall serve as chairman of the Membership Committee, perform such duties as are delegated or assigned by the President or the Board, and shall perform the duties of the President in the event that that individual is unable to act.
(c) Secretary/Treasurer: The Secretary/Treasurer shall be responsible for keeping accurate records of all members and shall see to the proper recording of proceedings of meetings of the membership, the Board, and all committees. The Secretary/Treasurer shall become familiar with all of the financial policies, investment policies and accounting procedures of the Association and shall consult with the Chief Staff Executive and independent auditors on such matters deemed desirable to make a full and complete report at such times as the Board may desire. The duties of the Secretary/Treasurer may be further specified by the Board or the Executive Committee, and may be delegated to the Chief Staff Executive.
(d) Chief Staff Executive: A Chief Staff Executive, if employed by the association, shall be the Chief Executive Officer of the Association, appointed by and responsible to the Board. The Chief Staff Executive shall serve under such terms and conditions of retention or employment as shall be specified by the Board. The Chief Staff Executive shall be an ex-officio, non-voting member of the Board and Executive Committee. The Chief Staff Executive shall coordinate the activities of the Association, act as spokesperson for the Association on appropriate matters, and perform any other services that may be assigned by the President or the Board. The Chief Staff Executive shall employ and may terminate the employment of members of the staff, as necessary, to carry out the work of the Association. The Chief Staff Executive shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Association. Compensation for the Chief Staff Executive and staff as well as the costs of operating the Association shall be established by the Board.
Section 1. Executive Committee: The Executive Committee may act in place and instead of the Board, between Board meetings, on all matters except those specifically reserved to the Board by the Board or these bylaws. Action of the Executive Committee shall be reported to the Board by fax or e-mail or at the next Board meeting. The Executive Committee shall consist of the elected Officers, the Immediate Past President and the Chief Staff Executive.
Section 2. Nominating Committee: The Nominating Committee shall be chaired by the Immediate Past President. Its members shall consist of four (4) current members selected by the Board and the Chief Staff Executive who shall be a non-voting member. Knowledge of the Association and member’s ability and willingness to serve should be the primary criteria for selecting nominees and subsequent members of the Nominating Committee.
All persons nominated by the Nominating Committee, properly made and determined by the Board, qualified and willing to serve, will be placed on a ballot brought before the full Professional membership in conjunction with the annual meeting.
The nominees receiving the highest number of votes (each Professional member being empowered to vote for each of the candidates will be elected. Cumulative voting is not permitted.
The members appointed to the Nominating Committee each year will begin their service upon appointment and will be searching for and nominating candidates for Officers and Directors to be elected at the next annual meeting.
The Nominating Committee shall nominate sufficient members to fill all positions, with the exception of Chief Staff Executive and Immediate Past President. All nominees shall be consulted to determine their willingness to undertake the duties of the position to which the committee shall nominate them. Ballots are to be mailed to all professional members thirty (30) days prior to the annual meeting.
The ballots are required to be postmarked back to the office no later than fifteen (15) days prior to the annual meeting. Results of the balloting will be reported at the annual meeting. Ballots will be retained for ninety (90) days. If the election is not contested under the procedures established by the Board within ninety (90) days of the announcement, said ballots will be destroyed. A member may add a name to the Ballot by filing it with the Chief Staff Executive with a petition signed by at least five professional members requesting that the name be added. Such petition must be filed prior to that date upon which the nominating ballots are mailed by the Association. No write-ins and no further nominations are permitted.
Section 3. General Committees: The Board shall establish annually such committees as the President and Board may deem appropriate for the efficient operation of the Association’s business. The Chairperson and members of such committees shall be appointed by the President and confirmed by the Board shall be in good standing with the Association and shall serve for one-year terms. The Board shall also establish the following committees annually:
EDUCATION: The Education Committee shall be responsible for creating, monitoring, revising, distributing and establishing standards for the Association’s educations services. The committee shall be comprised of no fewer than three (3) members including the Chairperson. All members shall be in good standing with the Association. The President shall appoint the Chairperson to a one-year term. The Education Committee shall propose educational requirements, fees, courses and all other criteria for all state education programs, and shall have the authority to organize appropriate subcommittees to assist with educational development activities and research.
MEMBERSHIP: The Membership Committee shall be composed of at least three (3) members, including the Chairperson. The committee will be chaired by the Vice President. The Chairperson will only vote in case of a tie. Its responsibilities shall include the assuring that membership applications meet the minimum criteria as prescribed in these Bylaws. At the request of the Chief Staff Executive or any member of the Association, the committee may investigate any individual or institutional member applying for membership in the Association who may be deemed unqualified for membership. All investigations in this area shall be confidential and shall be reported only to the Board of the Association, which has final responsibility for electing and/or removing members.
Section 4. Committee Quorums:
(a) Executive Committee: The presence of at least 2/3 of the voting members of the Executive Committee shall constitute a quorum in any duly-called meeting of the committee. The President may call such meetings of the Executive Committee at any time business of the Association may require or upon the request of three (3) Executive Committee members.
(b) General Committee Voting and Quorum: For any regularly scheduled meeting except the Executive Committee, the presence of at least 51% of the committee membership shall constitute a quorum. A simple majority of those present and eligible to vote shall be necessary to pass a motion. Unless restricted by other articles of these Bylaws, the Chairperson of the committee shall not be entitled to vote except in the case of a tie.
Section 5. Absence: Any committee member who is unable to attend a meeting shall notify the Committee Chairperson stating the reason attendance is not possible. If a committee member is absent from three (3) consecutive meetings within the term they were appointed, the Committee Chairperson may make a recommendation to the President for the member’s removal and that a suitable replacement be appointed.
Section 6. Vacancies: Committee member appointments shall be filled by the President when vacancies exist.
AMENDMENTS TO THE BYLAWS
AND ARTICLES OF INCORPORATION
Section 1. By the Membership: These Bylaws may be adopted, altered, amended or repealed by affirmative majority vote of the members of the Association present and voting at any duly-called meeting of the membership.
Section 2. Amendment to the Articles of Incorporation: Amendment to the Articles of Incorporation shall be made in the following manner. The Board shall by majority vote adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote of the Professional membership at any annual or special meeting, or such a vote may be conducted by mail.
Written notice setting forth the proposed amendment or a summary for the changes to be effected thereby shall be given to each member entitled to vote at least ten (10) days prior to voting.
The proposed amendment shall be adopted upon receiving a majority vote of the membership. If the vote is conducted by mail, two-thirds (2/3) of the votes received shall be required to adopt the proposed amendment, provided that at least twenty percent of the members shall have voted.
NONLIABILITY OF MEMBERS
Section 1. No Pecuniary Gain: The Association does not afford any pecuniary gain, incidentally or otherwise, to its members, directors or elected officers. There shall be no personal liability of officers, directors or members for corporate obligations.
Section 2. Power to Acquire and Hold Property: The Association shall be authorized to acquire by grant, gift, purchase, devise or bequest, and to hold and dispose of such property as the Association shall require, subject to such limitations and as may be prescribed by law, for the benefit of the members and not for pecuniary profit.
Section 3. Contracts, Checks, Deposits and Funds:
(a) Contracts: The Chief Staff Executive and any other Officer of the Association, as the Board may specifically authorize, may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority for Officers, other than the Chief Staff Executive, shall be confined to specific instances and must be authorized in writing.
(b) Checks, Drafts, Etc.: All checks, drafts or orders for payment of money, notice or other evidence of indebtedness issued in the name of the Association shall be signed by the Chief Staff Executive or such officers or agents of the Association and in such manner as shall from time-to-time be determined by resolution of the Board.
(c) Deposits: All funds of the Association shall be deposited from time-to-time to the credit of the Association in a federally insured bank, or other depository, as the Board may select.
Section 4. Bonding: The Treasurer, the Chief Staff Executive, and any other person entrusted with the handling of funds or property of the Association may, at the discretion of the Board, be required to furnish, at the expense of the Association, a fidelity bond approved by the Board in such sum as the Board shall prescribe.
INDEMNIFICATION OF OFFICERS,
DIRECTORS AND STAFF
Section 1. Every Director, Officer, staff member or member of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such persons in connection with any proceeding to which such persons may be made a party, or in which such persons may become involved, by reason of such persons being or having been a director, officer, staff person, member or agent of the Association, or any settlement thereof, whether or not such person is a Director, Officer or staff member at the time such expenses are incurred, except in such cases wherein the person is adjudged guilty of willful misfeasance, or malfeasance in the performance of the duties of the office. Provided however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being in the best interests of the Association. The foregoing right of indemnification herein shall be in addition to and not exclusive of all other rights to which such Directors, Officers, staff members, members or agents may be entitled.
EFFECTIVE DATE OF BYLAWS
These Bylaws shall become effective in force at the time of their adoption.