ARTICLE
Name and Purpose
1.1 The name of the Association shall be the "Texas Mortgage Bankers San Antonio."
The purpose of this Association shall be:
1.2 To preserve and promote the welfare of the mortgage banking industry in San Antonio, Texas and the surrounding communities in a social atmosphere;
(a) To encourage sound and ethical business practices among its members;
(b) To acquire and disseminate correct and current information on pending legislation, rules, and regulations affecting the real estate and mortgage business;
(c) 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;
(d) To afford the opportunity for those engaged in the mortgage banking industry to secure the benefit of personal acquaintance;
(e) To cooperate with all public and private agencies in all matters relating to sound mortgage banking;
(f) To conduct other lawful activities of benefit to the industry as approved by the Board of Directors.
1.3 The Association is organized pursuant to Chapter 22 of the Texas Business Organizations Code and is organized exclusively as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code.
ARTICLE II
Membership
2.1 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.
2.2 Classes of membership. There shall be three classes of members:
(a) Regular Members - A person who is 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; or
(6) An individual engaged in mortgage banking.Regular members may serve as Board Members, Committee Chairs and Committee Members.
(b) Associate Members - A person actively employed or associated with any of the following:
(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; and
(6) Title companiesAssociate members may serve as Board Members, Committee Chairs and Committee Members. Associate 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.
(c) Honorary Members - Anything in these Bylaws 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, shall not be liable for dues, and cannot serve on the Board of Directors.
2.3 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.
2.4 Voting.
Each individual Regular Member has one vote.
2.5 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 twothirds 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
3.1 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
4.1 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
Director(s) (At-Large Appointee(s))
4.2 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.
4.3 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.
4.4 Any act of the majority of the Directors shall be the act of the total Board, provided a quorum is present. A majority of the members of the Board shall constitute a quorum.
4.5 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.
ARTICLE V
Officers
5.1 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.
(a) 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 Bylaws; 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.
(b) 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 Bylaws. 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. The Vice President shall fulfill other duties as directed by the President.
(c) 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. The Treasurer shall fulfill other duties as directed by the President.
(d) Secretary Powers and Duties.
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. The Secretary shall fulfill other duties as directed by the President.
5.2 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).
5.3 The Officers shall constitute the Executive Committee, which may act in place of the Board of Directors. Actions by the Executive Committee must be ratified by the Board of Directors at its annual meeting.
ARTICLE VI
Annual Election and Term of Office
6.1 The President shall retain all powers to nominate new Board members in accordance with the positions set forth in Article VI, Section 1of the Bylaws, 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.
6.2 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.
ARTICLE VII
Meetings
7.1 The annual meeting of the Association shall be held at such time and place as may be designated by the Board of Directors.
7.2 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.
7.3 The Association meets on the second Wednesday of each month for its social and educational luncheon, or at any other date as determined by the Board. The Board determines place and time of said meetings.
7.4 Notice of all meetings shall be disseminated to the membership of the Association at least ten days prior to such meeting. Notice may be given by facsimile or e-mail if the intended recipient has previously consented to receive notice in such manner. A waiver of notice, either in writing or emailed by the member entitled to notice, shall be equivalent to the giving of notice, whether before or after the time stated therein.
7.5 Upon invitation or approval by the President, nonmembers of the Association may be invited to attend Association meetings.
ARTICLE VIII
Committees
8.1 Standing and special committees may be established by the Board of Directors or by the President with the consent of the Board of Directors at any time with specified authority and responsibility.
8.2 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 be limited to Membership, Hospitality, and Education.
ARTICLE IX
Amendments
9.1 These Bylaws 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 voting regular membership.
ARTICLE X
Miscellaneous
10.1 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.
10.2 The fiscal year of the Association shall begin on the first day of January and shall end with the last day of December of each year.
10.3 No officer, director, or member serving on a committee as such shall receive any salary or compensation for services rendered to the Association. However, officers, directors, and/or members may be reimbursed for out of pocket expenses incurred reasonably and necessarily in conducting the affairs of the Association.
10.4 Members of the Board of Directors or any committee may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
10.5 Every director, officer, and employee of the Association and such others as specified from time to time by the Executive Committee shall be indemnified by the Association against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a director, officer, or employee of the Association, or any settlement thereof, whether the person is a director, officer, or employee at the time such expenses are incurred, except in such cause wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
10.6 The Association shall use its funds only to accomplish the objectives and purposes specified in the Bylaws, and no part of said funds shall inure to the members of the Association. On dissolution of the Association any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organization to be determined by the Board of Directors.