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BY-LAWS
BYLAWS
MORTGAGE BANKERS ASSOCIATION OF THE CAROLINAS, INC.
Revised July 4, 2022
ARTICLE I NAME
Mortgage Bankers Association of the Carolinas, Inc. (the “Association”) is a non-profit corporation, organized and existing under the laws of the State of North Carolina, and is a tax-exempt organization under Section 501(c) of the Internal Revenue Code.
ARTICLE II OFFICES
The Principal Office of the Association shall be located at such a place as is designated from time to time by the Board of Directors. The Registered Agent shall be the Executive Director of the Association or such other person as may be designated by the Board of Directors.
ARTICLE III PURPOSE & ACTIVITIES
The Mission of the Association is to unite as an organization of mortgage professionals and creating value for its Members through education, legislative representation, and effective communication, while promoting the highest level of ethical standards. In furtherance of these purposes, the Association shall engage in the following activities:
● Sponsor seminars and disseminate industry-related information for the educational advancement of the Members;
● Work with the Legislatures in both North Carolina and South Carolina in support of sound, fair, and just legislation that affects both the financial and housing sectors in either State;
● Inform Members of pending changes to laws and/or regulations that impact real estate finance and appraisal activities in either State;
● Support consumer education through community outreach programs and interactions with media outlets;
● Formulate and promote ethical standards for which Members will adhere in their relations with each other and with the public at large.
In addition to the foregoing, the Association may also engage in any and all lawful activities, either directly or indirectly, alone or in cooperation with others, which may be suitable for the furtherance of any or all of the Purposes for which the Association is organized. Notwithstanding anything herein to the contrary, the Association shall exercise only such powers allowed to exempt organizations as set forth in Section 501(c) of the Internal Revenue Code.
ARTICLE IV MEMBERSHIP
There shall be four classes of Members: Regular Members, Associate Members, Non-Profit Members, and Honorary Members.
A Regular Member is an entity, branch, or individual who is actively engaged in the originating and/or servicing of mortgage loans secured by real property. This class of membership shall be further divided into the following categories:
1. Regular/Corporate Member – This category includes corporate entities such as banks, savings institutions, insurance companies, pension funds, trusts, independent mortgage bankers and mortgage brokers.
2. Regular/Branch Member – This category is comprised of any single (branch) office of an entity whose headquarters office is not located in either North Carolina or South Carolina and would otherwise qualify for a Regular/Corporate Membership, but the corporate entity does not wish to join the Association.
3. Regular/Individual Member – This category is comprised of individuals employed by entities who would otherwise qualify for Regular/Corporate Membership, whereby the individual is the only employee of said entity residing in the Carolinas and/or the corporate entity does not wish to join the Association.
An Associate Member is an entity or individual whose primary business is to provide products, goods and/or services to those entities, branches or individuals who qualify as Regular Members. This class of membership shall be further divided into the following categories:
1. Associate/Corporate Member – This category includes corporate entities such as mortgage insurance companies, property/casualty insurance companies, credit life insurance companies, title insurance companies, law firms, credit bureaus and credit reporting agencies, accounting firms, software vendors, real estate appraisers, surveyors, personnel placement firms, and the like.
2. Associate/Individual Member – This category is comprised of individuals employed by entities who would otherwise qualify for Associate/Corporate Membership, whereby the individual is the only employee of said entity residing in the Carolinas and/or the corporate entity does not wish to join the Association.
A Non-Profit Member is any agency of the Federal, State, County or Municipal government that regulates and/or is substantially involved in the mortgage lending process and related issues.
An Honorary Member is an entity or individual selected and approved by the Board of Directors from time-to-time under such terms and with such privileges as the Board of Directors shall determine. Honorary Members would not be charged membership dues and would not have voting rights.
Membership Responsibilities – Membership has its privileges, but it also comes with certain responsibilities. All Members are expected to participate in Association activities on a regular basis, pay dues in a timely fashion, and maintain current membership contact information
with the Executive Director, or a designated associate, as granted authority by the Executive Director. All Members shall pledge adherence to and be bound by the Association’s Canons of Ethics and Standards of Practice, as amended from time-to-time, which are incorporated herein by reference.
Membership Suspension or Termination – Any member who fails to pay their dues in a timely manner or whose conduct is determined to be detrimental to the Association may be suspended or terminated by a two-thirds majority vote of the Board of Directors at any Regular or Special Meeting thereof. The procedures for bringing charges against a Member and conducting a hearing shall be maintained in the Standing Rules of the Association.
Voting Rights – All Regular Members and those Associate Members who serve as Officers and Directors of the Association shall be entitled to vote on any matters brought before the Membership at the Annual Meeting of the Association or any Special Meetings that may occur from time-to-time. Regular/Corporate and Regular/Branch Members are only allowed one vote per Member and shall designate the voting member in the membership records maintained by the Secretary of the Association.
Voice Vote –Voting at membership meetings shall be via voice vote unless otherwise ordered by the chair.
ELECTRONIC COMMUNICATIONS AND VOTING- The General Statutes of the state of North Carolina as they apply to non-profit corporations of governing electronic communications and electronic voting. See article H2178 55A-1-70 pertaining to voting. The Board of Directors may establish policies, which shall be reviewed not less frequently than annually, and the policies shall be part of the Annual Conference package and shall reside on the MBAC website.
Voting by Proxy shall be allowed for the purposes of determining a Quorum. Proxy designations must be provided in writing to the Secretary of the Association or his/her designee prior to any applicable Annual or Special Meeting. If the proxy is communicated by electronic means, the Grantor must sign, scan and then email or fax the Proxy to the Secretary or his/her designee. The Proxy instructions must state whether the voting rights being conveyed are unlimited or restricted. The Proxy holder must abstain from voting on any matters that come before the Membership that are not authorized by the Proxy.
Election of Officers and Directors. The Membership shall elect Officers and Directors at each Annual Meeting, except for the Executive Director, whom shall be selected by the Board of Directors. The nominating committee shall be chaired by the Immediate Past President, and be comprised of the President-Elect, the Vice President, and two (2) at-large Members of the association. One (1) at-large shall be nominated by the Immediate Past President, and the other
(1) nominated by the Executive Committee. At least sixty (60) days prior to the Annual Meeting, the Nominations Committee shall announce by mail, electronic mail or at a membership meeting its list of nominees for Officers and Directors.
DUES & FINANCES – If the dues of any Member be unpaid for a period of sixty days
(60) after the same shall have become payable, The Treasurer, or his or he designee, shall make mail notice of the delinquency. If the dues of any Member be not paid within thirty (30) days after the mailing of such notice of delinquency, the membership may automatically terminate on
the date by reason on non-payment. The Board of Directors reserve the right for Member reinstatement.
ARTICLE V DIRECTORS
Except as otherwise stated in these Bylaws, all corporate powers shall be exercised by or under the authority of the Board of Directors and the business and affairs of the Association shall be managed under the direction of the Board of Directors. Subject only to applicable law, the Articles of Incorporation, and these Bylaws, the Board of Directors shall have the responsibility and authority to:
● Develop, approve and/or revise a Strategic Plan for the Association;
● Develop, approve and/or revise the Annual Budget of the Association;
● Approve expenditures of the Annual Budget exceeding the ten percent (10%) restriction placed upon the Executive Committee;
● Establish the classes and subcategories of Membership in the Association, to waive any specified requirement for any membership classification on a case-by-case basis and to set the applicable dues schedule for each membership classification and subcategories as specified in Article IV above;
● Approve Membership applications;
● Establish the Standing Committees of the Association and assign their respective duties and responsibilities;
● Establish Special Committees from time-to-time to address special situations that may arise;
● Adopt policies and procedures (“Standing Rules”) to carry out the business affairs of the Association;
● Review and affirm the interim actions of the Executive Committee which occur between Board of Directors Meetings;
● Establish positions on matters of industry trends and governmental/political issues;
● Retain a management company or employ an Executive Director;
● Enter into contractual arrangements on behalf of the Association;
● Do any and all other acts necessary in the management of the affairs of the Association.
The Board of Directors shall be comprised of any member that represents the association in an honorable and professional manner; with the exception of a Honorary or Non-Profit member. The Board of Directors shall include the President, the President-Elect, the Vice President, the Secretary, the Treasurer, the Immediate Past President, the Executive Director, six
(6) At-Large Regular Member Directors, of which 3 will reside in NC & 3 will reside in SC, two
(2) members of the Presidents Council, one of which will reside in NC & one will reside SC. Each Director will serve terms of two years or until a successor is elected and assumes office. Directors’ terms shall be staggered so that only one Director from each state will have their term expiring in any given election cycle.
Directors shall take an active role on the Board and fulfill their responsibilities in a professional manner. A Director who fails without excuse to attend any two consecutive Regular or Special Meetings of the Board of Directors shall be removed from the Board of Directors and
the President shall immediately proceed to nominate a replacement Director. A Director’s absence may be excused only by a majority vote of the Board of Directors during the Meeting in which the absence occurs.
Should any vacancy occur among the Directors as the result of resignation, retirement from the industry, removal from office, or otherwise, the vacancy shall be filled by any Member in good standing as nominated by the President and approved by a majority of the Board of Directors at any Regular or Special Meeting. This newly appointed Director shall serve out the remaining term of the Director he or she is replacing.
Any Director of the Association may be removed from office, with or without cause, by a two-thirds affirmative vote of the Board of Directors during any Regular or Special Meeting thereof. Likewise, any Director of the Association may be removed from office, with or without cause, by a majority vote of the Regular Members at any Regular or Special Meeting at which a Quorum is present.
No Regular Corporate or Branch Member or Associate Corporate Member Company may have more than two Directors serving on the Board of Directors at any given time.
ARTICLE VI OFFICERS
Officers shall be comprised of any member that represents the association in an honorable and professional manner, with the exception of a Honorary or Non-Profit member. The member being in good standing, may serve as an Officer of the Association, provided such individual shall have previously served as a Director of the Association. The Officers shall include the President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President and Executive Director (ex-officio). Except for the Executive Director, the Secretary, and the Treasurer, all Officers shall serve a term of one year or until a successor is elected and assumes office. The Secretary and the Treasurer shall each serve two-year terms, may each serve two consecutive terms, and may serve again after not holding the office for a period of two (2) years. The Executive Director shall serve until resignation or removal by the Board of Directors. Each Officer, including the Executive Director, shall be a voting member of the Board of Directors.
The duties and responsibilities of each respective Officer is as follows:
● President – shall serve as the Chief Executive Officer of the Association and Chairman of both the Executive Committee and the Board of Directors. The President shall also serve as an ex-officio member of all Standing and Special Committees. The President shall perform such other duties as may be assigned from time-to-time by the Board of Directors.
● President-Elect – shall perform all the duties of the President in the event he/she is absent or becomes incapacitated and shall serve as Chairman of the Political Action Committee, also known as MAC-PAC. The President-Elect shall perform such other duties as may be assigned from time-to-time by the Board of Directors.
● Vice President – shall perform all the duties of the President-Elect in the event he/she is absent or becomes incapacitated and shall serve as Chairman of the Membership Committee. The Vice President shall perform other such duties as may be assigned from time-to-time by the Board of Directors.
● Secretary – shall record the minutes of all Regular and Special Meetings of the Executive Committee, the Board of Directors and the Association. The Secretary shall perform other duties as may be assigned from time-to-time by the Board of Directors. All books and records shall be archived accordingly in a manner agreed upon by the Executive Committee.
● Treasurer – shall present an annual report, and present financial reports to the Executive Committee, Board of Directors and General Membership during Regular Meetings thereof. The Treasurer shall perform other such duties as may be assigned from time-to-time by the Board of Directors.
● Immediate Past President – shall provide counsel to the President on an as needed basis and serve as Chairman of the Nominations and Grievance Committees. The Immediate Past President shall perform other such duties as may be assigned from time-to-time by the Board of Directors.
● Executive Director – shall be a compensated Employee of the Association, serve as its Chief Operating Officer and perform all duties and responsibilities as assigned by the Board of Directors. The Executive Director shall provide guidance and assistance to the other Officers and Directors and Committee Chairpersons in the execution of their respective duties.
The offices of Secretary and Treasurer may be combined into one Officer position, the
Secretary-Treasurer, and held by one person, at the discretion of the Board of Directors.
With the exception of the Secretary and the Treasurer, or the Secretary-Treasurer as the case may be, no Officer shall serve two consecutive terms in the same Office.
The Board of Directors may, as appropriate, elect Directors Emeritus. Directors Emeritus shall be individuals who have served the Association in such a manner, over the years, that makes them a valuable asset to the Board of Directors. Directors Emeritus shall serve a life term. They will be subject to all requirements of Directors that are imposed in these By-Laws. They must be members of the Association and be members in good standing every year.
EMPLOYMENT TERMINATION. If an elected officer or member of the Board of Directors ter minates his or her principal business employment with a Regular Member (Associate Member as applicable for Associate) the tenure of that Officer or Board Member shall not continue beyond the end of the day of the
next annual meeting or the end of the last day of the sixth calendar month following the termination of employment, whichever day comes first, unless the Officer or Board member undertakes principal business employment with a regular or associate member prior to such time. If the status of reemployment is altered from regular member to associate or if associate status is changed to regular member the position may be deemed vacated at the discretion of the Board of Directors. If the re-employment is with a non-member or non- associate and the non-member or non-associate does not join the Corporation within sixty
(60) days the position may be deemed vacated at the discretion of the Board of Directors.
ARTICLE VII COMMITTEES
The Executive Committee, which shall consist of the President, the President-Elect, the Vice President, the Secretary, the Treasurer, the Immediate Past President, and the Executive Officer, shall have full power to transact all business of the Association when the Board of Directors is not in session.
Standing Committees.
Except as otherwise provided by the By-Laws, the President, the President-Elect and the Vice-President shall annually appoint chairs for all committees. The appointed chair will designate the personnel of his or her committee. The appointed Chair will be provided in writing the duties and responsibilities of his or her committee by the Board of Directors annually at its first meeting. Certain committees will be chaired by Officers. These committees are as follows:
(a) Grievance- Chair shall be the Immediate Past-President of the Corporation.
(b) Membership- Chair shall be the Vice-President of the Corporation.
(c) Political Action Committee- Chair shall be the President-Elect of the Corporation.
(d) Executive Committee- Chair shall be the President of the Corporation.
(e) Nominations Committee- Chair shall be the most immediate Past President of the Corporation.
OTHER COMMITTEES. Standing Committees shall be designated
by The Board of Directors annually at its first meeting. Committee Chairs will be appointed and will report to The Board of Directors.
ARTICLE VIII MEETINGS
Annual Meeting of Members. The Members shall have an Annual Meeting each year at a date, time, and place determined by the Board of Directors. Twenty Percent (20%) of the number of Members, in person or by proxy, shall constitute a quorum for the transaction of business by the membership.
Meetings of Board of Directors. The Board of Directors shall have quarterly meetings, at a date, time, and place determined by the Executive Committee. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business by the Board of Directors.
ARTICLE I X PERIODIC REVIEWS
To ensure the Association operates in a manner consistent with the Association's Mission to engage in activities which accomplish one or more of its tax-exempt purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
(b) Whether partnerships, joint ventures, and any other professional arrangements conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further philanthropic purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts.
When conducting the periodic reviews the Association may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing Board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE X INDEMNIFICATION
Right to Indemnify.
Any person who at any time serves or has served as a Director or Officer of the Association and who is made a party to a proceeding because of such service, may be indemnified by the Association in accordance with this Article for (a) reasonable expenses, including attorneys’ fees, incurred by him or her in connection with any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit or proceeding (including any appeal therein), whether or not brought by or on behalf of the Association, seeking to hold him or her liable by reason of the fact that he or she was or is acting in such capacity, and (b) reasonable payments made by him or her in satisfaction of any such judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty or settlement for which he or she may have become liable in any such action, suit, or proceeding.
Requirements for Indemnification.
Indemnification under this Article shall be made only if the Board of Directors has determined that said person conducted himself or herself in good faith, reasonably believed (i) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests; and (ii) in all other cases, that his or her conduct was at least not opposed to its best interests; and, in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Determination of Indemnification.
Any determination by the Board under this Article shall be made:
(a) By the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under subsection (a) above, by a majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding; or
(c) By special legal counsel (i) selected by the Board of Directors or its committee in the manner prescribed in subsections (a) or (b) above; or (ii) if a quorum of the Board cannot be obtained under subsection (a) above and a committee cannot be designated under subsection (b) above, selected by majority vote of the full Board (in which selection Directors who are parties may participate).
Advance Payments.
Expenses incurred by a Director in defending a proceeding may be paid by the Association in advance of the final disposition of such proceeding if authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the Director to repay such amount unless it shall ultimately be determined that the Director is entitled to be indemnified by the corporation against such expenses.
Coordination with Insurance Coverage.
Notwithstanding any provision above, in the event and to the extent that providing indemnification (or a defense) to any person otherwise entitled thereto hereunder would reduce or otherwise render wholly or partly unavailable any insurance coverage otherwise available as a source of payment of indemnification or expenses of defense of such person, then, to the extent such coverage is available, the Association shall not be obligated to provide any indemnification or pay any defense costs hereunder.
ARTICLE XI ETHICS
Whereas, the purposes for which the Corporation was organized, as stated in the By-Laws, are:
To unite in common organization those professionally engaged in real estate financing and to p rotect and promote
their mutual interests and further their knowledge, understanding and sound ethical practices.
To formulate and maintain ethical standards for the guidance of its Members in their relations with each other and with the public.
To have and hold or sponsor seminars, institutes, conventions, lectures, discussions and meeting s, write, publish,
disseminate and circulate books, articles, papers, periodicals, magazines and other information, and generally further
elevate and enhance the educational advancement of the Members and others engaged in the ma king, marketing and servicing of real estate mortgage loans.
To advocate necessary public improvements and oppose unnecessary or wasteful expenditure of public funds.
To communicate, alert and inform its Members of pending and proposed changes of mortgage l ending and banking legislation affecting the real estate financing practices.
To cooperate with public and private agencies in the institution, establishment, and maintenan ce of sound and improved real estate appraisal practices.
And whereas the Members of the Association are mindful that the soundness, usefulness, prosperity and future of mortgage banking depend upon the honor, integrity and fidelity of all
personnel engaged in this business, each member of this Corporation pledges to observe and maintain the ethics and integrity of the Association.
ARTICLE XI I MISCELLANEOUS
Books and Records.
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
Fiscal Year.
The fiscal year of the Association is currently November 1 – October 31, yearly. The Associations Executive Board reserves the right to amend the fiscal year, as deemed necessary, by a majority vote of the Board of Directors.
Seal.
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words “Corporate Seal.”
Rules of Order.
The rules contained in the then-current edition of Robert’s Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.
Amendment.
These Bylaws may be amended at any regular meeting of the Association by a quorum vote of the voting members present at the regular meeting. If deemed necessary to amend the By-Laws outside of any regular meeting, the Executive Committee may call a special meeting session for all voting members. Any member who cannot be present for the special session may vote by proxy.
Amendments to the By-Laws called during a special session may be conducted by the following:
(a) In person meeting
(b) By remote participation
(c) By written ballots, either in paper or electronic form
Any amendments that may be voted upon shall be deemed to pass with a quorum vote.
Dissolution.
(a) The Association may be dissolved by a vote of a two-thirds majority of the Board of Directors approving a Plan of Dissolution.
(b) The Plan of Dissolution shall conform with N.C.G.S. § 55A-14-03 and shall provide that all liabilities and obligations of the Association be paid and discharged, or adequate provisions be made therefor, and that the remainder of the Association’s assets be distributed as follows:
(i) Assets held by the Association upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
(ii) All remaining assets shall be transferred or conveyed to one or more of the following: the United States, a state, a charitable or religious corporation, or a person that is exempt under section 501(c)(6) of the Internal Revenue Code of 1986, and any successor amendments or sections.
(c) Upon approval of a Plan of Dissolution the Board of Directors shall cause Articles of Dissolution to be filed with the North Carolina Secretary of State in accordance with N.C.G.S. § 55A-14-04.