Draft revision 12-11-00
Section 1 Name: The name of this Association is the Arizona Commercial Mortgage Lenders Association, hereinafter referred to as the “Association”.
Section 2 Objective: The Objective for the Arizona Commercial Mortgage Bankers Association is to effectively promote the interests of those engaged in the business of lending money on commercial real estate, buying and selling mortgages, deeds of trust, or bonds secured by commercial real estate. and for the better safeguarding and protecting of the borrower, investor and originator in commercial real estate mortgage or deed of trust transactions.
Section 3 Duration: The duration of the life of the Association shall be perpetual.
Section 4 Fiscal Year: The fiscal year of the Association shall begin July 1st and end June 30th.
Section 5 Liability: No Member, Officer or Director of the Association shall be liable, either jointly or severally, for the debts of the Association in excess of unpaid current membership dues.
Section 6 Seal: The Association shall act and operate without a corporate seal.
ection 7 Dissolution: Should the Association cease to exist, the distribution of assets shall be as follows: (i) Pay any outstanding debts of the Association. , then (i) if any amounts remain available current annual dues will be refunded by proration, based upon the remaining fiscal year, and finally (iii) to be distributed to charity as determined by a majority of the remaining Directors.
The following are basic policies of the Association:
A.) The Association shall be noncommercial.
B.) The name of the Association or the name of any members in their official capacities shall not be used to endorse or promote a commercial concern or for any purposes not directly related to promotion of the Objectives of the Association.
C.) No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its Members, Directors, Officers or other private persons. Except, that the Association shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the Objectives set forth herein.
Membership and Dues
Section 1- Classification and Qualifications of Members: The membership of the Association shall consist of Regular, Associate and Honorary members. Unless disqualified by other provisions of these Bylaws, individuals, partnerships. firms, or corporations who conduct business in accordance with the Associations Standards of Ethical Practice, and who comply with all applicable State of Arizona bonding and licensing requirements are eligible for membership. For purposes of definition, in good standing denotes in compliance with these Bylaws. Any member that would otherwise qualify for Regular Member status shall hold Regular Member status and shall not be eligible for Associate Member status.
A. Definitions of Types of Members:
i) Regular Members – shall be those that are located and doing business in the state of Arizona and are either: a) primarily engaged in the business of originating commercial mortgage loans; or b) a financial institution or enterprise as defined in Title 6., Chapter 1., Article I of the Arizona Revised Statutes, which is authorized to invest in commercial mortgage loans; or c) primarily engaged in the business of servicing commercial mortgage loans.
ii) Associate Members – shall include title insurance companies, credit bureaus, credit unions, private mortgage insurance companies, pension funds, investment trusts, profit sharing trust, investment brokers and similar institutional type organizations, active in the commercial mortgage business, and other organizations and professionals who provide services to companies in the commercial mortgage business. This includes management companies and investment counselors for such organizations, or in the provision of services or products to organizations eligible to be Regular Members of the Association.
iii) Honorary Members – shall be a) past presidents of the Association; and b) by resolution of the Board of Directors, individuals who have rendered outstanding service to the Association or Commercial Mortgage Lending Industry.
Collectively herein referred to as the Membership or individually as Member(s).
Section 2- Waivers: The Board of Directors may, within its sole discretion, waive any specified requirement for any classification of Membership.
Section 3- Voting: The right to vote is limited to Regular Members.
Section 4- Application for Membership: Applications for membership shall be filed with the Membership Committee on a form provided. The membership application packet shall contain an application form and a, copy of these Bylaws. The Membership Committee shall…review the application, make an investigation as deemed necessary by the Membership Committee, and report its recommendations to the Board of Directors. The report to the Board of Directors shall include, but not be limited to, the signed application and appropriate recommendations , if any. All applications shall be acted upon in a timely manner. Action of the Board of Directors shall be in executive session, confidential and final.
A. Fees: There shall be a one-time initiation fee as determined from time to time by the Board of Directors. Initiation Fee may be waived at the discretion of the Board of Directors. B. Notice of Admission: Notice of Admission to the Association shall be sent by the Secretary Treasurer or Executive Secretary to the applicant with a statement of dues to be paid. Payment of said dues will represent acceptance of Membership, and an agreement to be bound by the Bylaws. C. Rejection of Application: Two (2) negative votes shall reject any application for membership. If an applicant is rejected, reapplication for membership is not acceptable within six (6) months of the rejection. The Secretary/Treasurer or Executive Secretary shall forward notice of rejection to the applicant.
D. All Officers, Directors and Members of the former Arizona Commercial Mortgage Bankers Association as of September 30, 1992 shall automatically be accepted as Regular Members of this Association without further qualification, application, or the payment of additional application fees.
Section 5- Dues: the Board of Directors at the Annual Membership Meeting shall set the annual dues (and administrative charges or late charge for all delinquent payments). All annual dues shall be due and payable no later than August 1st.
A. New Members: Those applicants approved for membership during the fiscal year shall have their annual dues prorated in accordance with the following schedule; approved between July 1 and December 31, full annual dues, January 1 to March 31, fifty percent (50%) of the annual dues; April 1 to June 30, twenty five percent (25%) of the annual dues.
B. Notification of Dues: The Secretary/Treasurer in conjunction with the Executive Secretary of the Association will prepare a statement indicating the amount due for each Member of the Association. Statements will be mailed at the beginning of the fiscal year.
C. Failure to Pay Dues or Assessments: Failure to pay any dues (or installment thereof) or assessments due to the Association within thirty (30) days of notification shall be sufficient cause for the Board of Directors to forfeit the Membership of the delinquent Member. The Member may be reinstated by the Board of Directors upon payment of all amounts due to the Association, plus the late charge or administrative charge. A monthly report will be made to the Board of Directors of all Members with indebtedness to the Association. The Board of Directors can assess a late charge or administrative charge in lieu of forfeiture of membership.
D. Reinstatement: If a Member wishes to be reinstated after allowing Membership to lapse, the Board of directors, at its sole discretion, may assess an additional reinstatement fee.
Section 6- Special Assessments and Fees: The Board of Directors, with the concurrence of a majority of the Regular Members voting, can enact special assessments to the Membership. The Secretary Treasurer or Executive Secretary will forward notification in a timely manner. Assessments and fees will be due and payable within thirty (30) days of notification.
Board of Directors
Section 1- General: The Board of Directors shall have the duty and power to control and manage all of the affairs of the Association. The Board shall make all purchases and contracts for the Association as a whole, provide for all expenditures for the Association as a whole, and do any and all business necessary in connection with the transaction of the business of the Association in carrying out its Objectives and purposes. Except where specifically restricted in these Bylaws, the action of the Board of Directors shall be final, and shall not require the approval of Regular Members of the Association to be valid.
Section 2- Composition: The Board of Directors shall consist of not less than seven (7), nor more than seventeen (17) directors, but always an uneven number. All of whom must be Members (or employees of Members) of the Association (the “Director”), and shall include the four (4) elected officers, the immediate Past President of the Association and at least two (2) representatives of the Associate Members, all providing an eligible Member is available to serve.
A. Term: The representatives from the Associate Membership and the immediate Past President shall each serve a one-year term. The remaining Directors shall be appointed for three-year terms.
Section 3- Duties: Each duly elected Director shall attend and participate in all scheduled regular and special meetings of the Board of Directors. The Directors shall accept such committee assignments, or any other duty, as assigned by the President or the Board of Directors.
A. Removal for Non-Attendance: Failure to attend three (3)scheduled meetings during the fiscal year, unless excused by illness, shall automatically disqualify the Director from the Board of Directors. The Executive Secretary shall notify the Director, in writing, following the second unexcused absence, outlining the possible consequences of one additional unexcused absence, and the appeal process as stated in Article IV, Section 3(C).
B. Removal for Cause: Failure to adequately perform the duties of a Director can result in the President requesting the Director to resign. The request to resign must be approved by a two-thirds majority of the remaining Directors.
C. Appeal: Any Director disqualified in accordance with Article IV, Section 3(A) above may appeal to the remaining Directors for reinstatement. The vacancy shall not be filled until the appeal is final, or waived by the disqualified Director.
Section 4- Resignations: Any Director or Officer, as hereinafter defined, who ceases to be a Member of the Association (or employee of a Member) during the term of his office shall be deemed to have resigned his position effective as of the date he ceases to be a Member. Any Director can voluntarily resign his position by submitting a letter of resignation to the President of the Association. Such voluntary resignations shall be effective as of the date the President submits the letter of resignation to the Board of Directors.
Section 5- Vacancies: The Board of Directors may fill any vacancies among the Officers or other Directors by a vote of the majority of those present and entitled to vote at a regular Board of Directors meeting. The person so elected shall complete the term of the person being replaced.
Section 6- Annual Meeting: Immediately following each Annual Membership Meeting, the Board of Directors shall hold a meeting for the purpose of organization, the election of Officers and the transaction of other business. Written notice is waived.
A. Regular Meetings: The President shall call for a Regular Meeting of the Board of Directors at least once every quarter.
B. Special Meetings: At any time deemed necessary, the President may call for a Special Meeting of the Board of Directors, subject to the notification provisions set forth in Article IV, Section 6(C) below.
C. Notification of Meetings: The Secretary/Treasurer or Executive Secretary shall notify each Director in writing of the time, place, and agenda for each Regular or Special Meeting. This notification shall be made no less than ten (10)days prior to the scheduled meeting.
D. Actions Outside Board Of Directors Meetings: Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent, in writing, setting fourth the action taken, shall be signed by a majority of the Directors.
E. Quorum: The Directors present at any duly called meeting shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting shall be the act of the Board of Directors unless statute, the Articles of Incorporation, or these Bylaws require the act of a greater number. A Director shall be considered present if telephone contact is maintained.
Section 7- Special Powers: In addition to the aforementioned general powers, the Board of Directors have special powers that include, but are not limited to, the following:
A. Special Membership Meetings: Call general membership meetings to consider specific subjects.
B. Additional Duties: Prescribe duties for any of the Officers or committees of the Association, in addition to those herein set forth.
C. Legal Counsel: Retain legal counsel and employ such other persons that may be necessary to the proper conduct of the business of the Association.
D. Association Funds: Direct the management of the funds and properties of the Association to include designating a depository institution for the funds.
Section 1- There shall be four (4) officers of the Association that are also Directors. These officers shall be President, President Elect, Vice President and Secretary/Treasurer (the “Officer” or “Officers”). All Officers except the Secretary/Treasurer shall be Regular Members (or employees of Regular Members). The Secretary/Treasurer may be either an Associate Member or a Regular Member (or an employee of either). The Members at the Annual Meeting shall elect the Officers.
Section 2- Each Officer shall have a term of one (1) year except for the Secretary/Treasurer who shall hold office for a term of two (2) years.
Section 3- Duties: The duties of each officer shall include, but not be limited to:
A. President: The President shall preside at all meetings of the Membership, enforce the Bylaws, and shall be an ex-officio member of all committees. The President shall appoint such committees and committee chairmen as required. The President shall authorize all written contracts and obligations of the Association.
B. President Elect: In the absence of the President, the President Elect shall perform the duties of the President. The President Elect shall chair the AD-HOC Committees as established by the Board. The President Elect shall succeed to the office of President at the Annual Meeting.
C. Vice President(s): The Vice President(s) shall serve on the Legislative Committee, the AD-HOC Committees as established by the Board, and shall perform the duties of the President or President Elect, in their absence.
D. Secretary/Treasurer: The Secretary/Treasurer shall be responsible for sending notices to Members of dues and accounts payable, and receiving and receipt of all monies belonging to or received by the Association. The Secretary/Treasurer shall keep a record of and account for all monies and all disbursements, and shall make a report thereof at the Annual Membership Meeting, and upon request, at any Board of Directors Meeting. The Secretary/Treasurer shall keep a record of the proceedings of the Association. The Secretary/Treasurer shall issue the notices of meetings of the Association, conduct general correspondence, have charge of all files, records, and general books, and perform any other duties that the Board of Directors deems appropriate.
Section 4- Executive Secretary: The Board of Directors is authorized to have an Executive Secretary. The Executive Secretary shall be a non-elected salaried position. The Board of Directors shall determine the compensation.
A. Duties: The duties of the Executive Secretary shall be to assist the Board of Directors and President in the operation of the Association and in documentation, financial matters, the Annual Meeting, and in whatever other areas as determined by the President.
Section 5- Withdrawal of Funds: Association funds may be withdrawn upon the joint signatures of any two (2) Officers and shall include the Secretary/Treasurer.
Section 6- Removal of Officer: The Board of Directors, by majority vote, may remove an officer at its sole discretion for the best interests of the Association.
Section 1- Annual Meetings: A meeting of the Membership of this Association shall be held annually at such place, date and time as the President shall designate, either within or out of the state of Arizona, for the purpose of electing Directors, and for the transaction of any other business which may properly come before it.
A. Notice of Annual Meeting: Notice of the Annual Meeting will be delivered by mail to the last known address of all Members as the same appears on the records of the Association by the Secretary/Treasurer or Executive Secretary no later than two (2) months before the meeting. This notice will confirm the date, time, location, proposed agenda, and nominations for Directors.
B. Agenda of Annual Meeting: At a minimum, the agenda will include:
1) Reading and approval of the minutes of the last annual meeting. and any Special Meeting held since the last Annual Meeting.
2) Reports of all Committees; 3) Treasurers Report; 4) Election of Directors; 5) Old Business; 6) New Business; and
7) Comments from the floor
C. Notice of Additional Nomination or Agenda: If additional nominations or agenda items are received from the Membership, the Secretary/Treasurer or Executive Secretary will mail notice no later than twenty (20) days prior to the Annual Meeting to all Regular Members.
Section 2- Special Meetings: The President or Board of Directors may call Special Meetings of the Association at any time. In addition, any five (5) Regular Members can call a Special Meeting by filing a signed, written request for a Special Meeting with the Secretary/Treasurer or Executive Secretary.
A. Notice of Special Meeting: Notice of any Special Meeting will be delivered by mail to the last known address of all Members as the same appears on the records of the Association by the Secretary/Treasurer or Executive Secretary no later than ten (10) days before the meeting. This notice will confirm the date, time, location, proposed agenda. B. Agenda of Special Meeting: Only the proposed agenda items will be discussed at any Special Meeting.
Section 3- Parliamentary Authority: Robert’s Rules of Order Newly Revised shall govern all meetings, unless modified by these Bylaws.
Section 4- Quorum: The Regular Members present at any duly called meeting represented either in person or by proxy, shall constitute a quorum at all Membership meetings.
Section 5- Representation: At all meetings of the Association, one voting delegate and one alternate may represent Regular Members. Each Regular Member will be allowed only one (1) vote on each issue.
A. Proxy: Any Regular Member may grant proxy to any other Member if unable to attend a meeting. This proxy must be in writing and revocable by option of the granting Member, and is effective for three (3) months from the date of granting. B. Voting: Voting will be by voice unless otherwise ordered by the Chair. Any voting Member may request a vote count.
Section 6- Control of Meeting: The President of the Association will conduct the Annual Meeting. No Member will be allowed to speak for more than fifteen (15)minutes.
Section 7- Resolution of Actions: Any action, resolution, or motion for consideration at a Special Meeting must be submitted in writing, and accompany the Notice of Special Meeting. At the Annual Meeting, a motion, resolution, or action from the floor can be acted upon.
Section 1- Committees: The Association shall have permanent standing committees, and special, or Ad Hoc Committees (i.e. education, compliance) as determined and appointed by the President. The Board of Directors may also establish such committees as it deems appropriate in addition to the Standing Committees described below.
Section 2- Standing Committees: The following Standing Committees will assist the President of the Association in the effective management of the Association.
A. Nominations: At least three (3) months prior to the Annual Meeting, but no later than April 1st. the President shall convene and chair a nominating committee. This committee shall consist of at least five(5) and always an uneven number of Members. The President Elect and at least two (2) past presidents, if available to serve, shall serve on this committee. The purpose of this committee is to nominate officers and directors for the next fiscal year.
The Secretary/Treasurer or Executive Secretary shall include a report from the committee, to include nominees, with the Notice of Annual Meeting. Three (3) or more Regular Members can make additional nominations. These nominations must be in writing and received by the Secretary/Treasurer no later than thirty (30) days before the scheduled election. Only those persons who have signified their consent to serve if elected shall be nominated for or elected to such office. The Secretary/Treasurer or Executive Secretary shall mail a notice of Additional Nominations/Agenda to all Regular Members no later than twenty (20) days prior to the Annual Meeting.
Section 1- Amendment of Articles and Bylaws: The Board of Directors may adopt a resolution setting forth any proposed amendments that they may determine to be advisable, and directing that they be submitted to a vote of the Regular Members at either an Annual or Special Meeting for adoption. A copy of the proposed amendments shall be mailed to each Regular Member at least ten (10) days prior to the scheduled meeting date, notice of which shall have been given in accordance with Article Vi above.