Constitution and Canon of Ethics

Constitution   By-Laws
Article I - Name
Article II - Objectives
Article III - Membership
Article IV - Dues
Article V - Officers and Board of Directors
Article VI - Meetings
Article VII - Committees
Article VIII - Amendments
Article IX - Executive Secretary
Section I - Initiation Fees and Dues
Section II - Duties of the Officers and Director
Section III - Limitation of Authority
Section IV - Committees
Section V - Amendments
Section VI - Canon of Ethics of the Columbus Mortgage Banks
 
Article I - Name    top
The name of this organization shall be the Columbus Mortgage Bankers Association.
 
Article II - Objectives   top
This association shall be a non-profit association to promote the welfare of it's members and to improve their service to the community by giving effect to the following objectives:

    1) To recognize to the fullest extent the obligations of it's members to act in accordance with the highest standards of business ethics as set forth in the By-Laws of the Association;
    2) To preserve and improve the mortgage banking correspondent system and to encourage it's use in the making and servicing of mortgage loan investments;
    3) To acquire and disseminate correct, current, information on legislation and/or rules and regulations affecting the mortgage loan business;
    4) To provide a means of sponsoring or conducting business meetings, or programs of interest, on various pertinent subjects;
    5) To promote uniformity of practice, where uniformity is desirable;
    6) To afford the opportunity for those engaged in business to secure the benefits of personal acquaintance and interchange of ideas both by individual contact and public discussion;
    7) And to support and encourage our membership to engage in fair, affordable housing initiatives that promote home ownership for all segments of the community.
 
Article III - Membership   top
    Section 1 - Membership Qualifications
    Class A (Voting Membership) Any partnership, firm, or corporation which is located or doing business in the state of Ohio and/or whose principal has been actively and currently engaged in whole or part, in one or more of the following businesses, for a period of at least two years: originating, servicing, buying, and/or selling mortgage loans, underwriting the loans, and is one or more of the following:

    - A non-supervised mortgagee directly approved by HUD for participation in a direct endorsement program.

    - A company directly approved by FNMA or FHLMC as a seller/servicer.

    - A company approved by VA as a non-supervised automatic lender.

    - A company created solely for the purpose of securitizing mortgage loans (Trusts, REITs and REMICs).

    - A company that closes loans in their name using a warehouse line.
    Class B (Associate, Non-Voting Membership) Individuals, partnerships, firms or corporations located in the State of Ohio or doing business therein, such as real estate agents and/or brokers, attorneys, accountants, appraisers, surveyors, title companies, private mortgage insurers and/or agents, etc., may be eligible for membership in this Association on a non-voting basis and without the right to hold office and the right to hold a Class B Director's Office with no voting privileges.

    Nothing herein contained shall act to destroy the existing rights of any individual or firm now a member of the Columbus Mortgage Bankers Association. Nothing herein shall be construed to prevent any individual of either class from serving on any appointed committee, whether as chairman or committee member (as identified in the current Roster attached).
    Section 2 - Voting Privileges
    Each voting member of the Association shall have one (1) vote.
    Section 3 - Application for Membership Application for membership in either class shall be considered only when proposed in writing by a member of either class, who shall submit to the members of the Association in connection with such proposal, such information as may assist them in passing on the qualifications of the candidate. Said application shall be read at a regular meeting and balloted in a manner prescribed by the Board. A return of at least one-half (1/2) of the mailed out ballots are required and four-fifths (4/5) of the clear ballots shall be necessary for election. Application shall be accompanied by the initiation fee in the amount as determined by the Board of Directors. If membership is not granted, said fee shall be returned to the applicant. No application for membership shall be considered where the applicant or his firm has twice been previously refused membership, except upon written invitation, issued by the President, as authorized by four-fifths (4/5) of the members of the Board of Directors.
    Section 4 - Censure, Suspension and Expulsion
    Any member may be censured, suspended, or expelled from the Association for cause, upon written complaint to review by and recommendation of the Board of Directors followed by a two-thirds (2/3) vote of the Association; but no member shall be censured, suspended or expelled until the member shall have had thirty (30) days written notice and reasonable opportunity to make defense to the Board of Directors.
    Section 5 - Delinquent Dues or Indebtedness
    Any member who is delinquent for sixty (60) days or more in the payment of dues or other indebtedness to the Association may be suspended from all rights and privileges of active membership by the Board of Directors. Any member who is so delinquent for ninety (90) days or more shall automatically and without further action by the Board of Directors by dropped from the membership rolls and be denied all rights and privileges of membership. Reinstatement of such a terminated member shall be accomplished only by three-fourths (3/4) vote of the Board of Directors, and upon application for new membership in accordance with Article II, Section 1, and it shall be condition precedent to such reinstatements that all dues and other indebtedness to the Association be paid in full.
    Section 6 - Reinstatement of Membership
    A member who has been expelled from the Association for cause shall not be considered for re-election to membership for a period of at least two (2) years from the date of such expulsion, at which time such former member may, upon written application, be considered for re-election to membership in the Association upon such terms and conditions as may be prescribed by the Board of Directors.
    Section 7 -
    If any member is dissolved, acquired, purchased, merged or otherwise becomes an entity of a non-member person, partnership, firm, or corporation with a name change, the current membership will cease and a new application will be necessary.
 
Article IV - Dues   top
    Section 1 -
    The annual dues shall be such an amount as established from time to time by the Board of Directors and ratified by the voting members of the Association.
    Section 2 -
    The annual dues shall be payable in advance by February 1st of each year.
    Section 3 -
    The Board of Directors shall have the right to prorate the annual dues for the unexpired portion of a year during which a new member is elected or ceases to be a member.
 
Article V - Officers and Board of Directors   top
The officers shall be President, Vice President, Secretary, and Treasurer, whose duties shall be those usually pertaining to such officers and as set forth by the By-Laws of the Association. The officers shall be elected at each annual meeting, and shall hold office for one (1) year, or until their successors shall have been elected. No person shall be eligible to succeed himself/herself as President. The Board of Directors shall consist of the immediate Past President and the four (4) incumbent officers together with four (4) other members or representatives of members and (2) Class B Associate Directors elected in the same manner as the officers. The Associate Director will serve a maximum of 2 years on the Board. Two (2) non-officer members shall be elected at each annual meeting and shall hold office for two (2) years, except for the President whose term shall be one year and (2) Class B members with a term of two (2) years. If at any time an officer or director resigns or is removed from his/her position during his term of office for any reason, the Board of Directors shall have the right to appoint a successor for the unexpired term. An officer or director may be suspended or removed from his position by the Board of Directors in the following manner:
    (a) The Board of Directors may suspend such officer or director immediately, by majority vote of the Directors present at a meeting to consider such action.
    (b) The suspension order shall indicate whether it is temporary, and if so, the duration of such suspension, or whether such suspension shall automatically result in removal from office, if not appealed within the prescribed time;
    (c) In the case of a suspension order resulting in removal from office, the suspended party shall have the right to appeal to the Ethics Committee within ten (10) working days. Failure to appeal shall result in automatic removal from office after said ten (10) day appeal period;
    (d) Upon receipt of an appeal, the Ethics Committee shall hold a hearing at which the suspended party shall be required to show cause why he/she should not be removed from office;
    (e) The Ethics Committee shall report to the Board of Directors within five (5) working days after the hearing, and deliver it's recommendation as to whether the suspended party should be reinstated or removed from office;
    (f) Upon receipt of the recommendation of the Ethics Committee, the Board of Directors shall meet to determine whether to accept said recommendation. A majority vote of the entire Board shall issue a final ruling to this effect within five (5) working days after said vote;
    (g) Officers and Directors of the Columbus Mortgage Bankers Association are provided a grace period of three (3) General Meetings to obtain appropriate membership status to resume their voting privileges on the Board. If satisfactory membership status is not obtained within a 3 General Meeting grace period, the Officer or Director will be automatically removed as a member of the Board of Directors. During this grace period, they shall be eligible for nomination to the Board of Directors.
 
Article VI - Meetings   top
The fiscal year of this Association shall commence January 1st and end December 31st. The annual meeting and regular monthly meetings shall be held at the call of the President, but in no event shall the annual meeting be held later than February 1st of each year. Special meetings may be called by the President, the Board of Directors, or by request of any five (5) voting members of the Association. Ten (10) voting members shall constitute a quorum at all General meetings. The Secretary shall notify all members in writing of each regular or special meeting. Notice of special meetings shall be mailed at least five (5) days in advance of such meetings.

At any meeting of the Board of Directors, five (5) members shall constitute a quorum and have the right to transact business for the Association.

 
Article VII - Committees   top
The President, subject to the approval of the majority of the Board of Directors, shall select all committees from the members or representative of members.
 
Article VIII- Amendments   top
This Constitution may be amended at any regular or special meeting of the Association, provided ten (10) days written notice of such proposed amendment shall have been furnished to all members of this Association. No amendment shall be made except upon the affirmative vote of two/thirds (2/3) of the membership present or represented at said meeting.
 
Article IX - Executive Secretary   top
The Board of Directors shall be vested with the authority to employ an Executive Secretary, who need not be a member of the Association, who will be directly responsible to the President, and whose rights, duties, and term of service will be enumerated by the Board of Directors. Compensation for the services of the Executive Secretary shall be set by the unanimous vote of a quorum of all Board members present at any regular or special Board meeting.