IDAHO MORTGAGE LENDERS’ ASSOCATION, INC. – ByLaws
Revised October 2014
Article I. Offices
The corporation shall continuously maintain in the State of Idaho a registered office, and a registered agent whose office is identical with such registered office. The address of the registered office may be changed from time to time by the Board of Directors.
Article II. Membership
Section 1. Regular Members. Regular membership shall be limited to those entities whose principal business is the origination, sale or servicing of real estate mortgage loans. A regular member must have an established place of business with the State of Idaho and must agree with the objectives, aims and purposes of the corporation. Each member assumes the obligation to render to the corporation, when called upon, such assistance with the objectives, aim and purposes of the corporation as lies within it’s abilities.
Section 2. Affiliates. Businesses affiliated with mortgage lending, but who do not originate, purchase or service real estate loans may participate within the association as associate members but will have no voting privileges with respect to any matter requiring a vote of the members.
Section 3. Individuals. Individuals who are employed in the origination, sale or servicing of real estate loans, or an affiliated business, may obtain singular membership for the purposes of participating in the affairs of the association in lieu of full membership, but will have no voting privileges with respect to any matter requiring a vote of the members.
Section 4. Voting Rights. Each regular member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 5. Transfer of Membership. Membership whether regular, affiliate or individual, in this corporation is not transferrable or assignable.
Article III. Meetings of Members
Section 1. Annual Meetings. An annual meeting of the members shall be held at Boise in the month of October each year, beginning in the 1975, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held as designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the members may be called by the president, the Board of Directors, or not less than one-third of the regular members.
Section 3. Place of Meetings. The Board of Directors may designate any place, within the State of Idaho, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation, in the State of Idaho; but if all the members shall meet at any time and place, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporation action may be taken.
Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally, email or other electronic means, or any mail or private carrier to each member entitle to vote at such meeting, not less than seven nor more than thirty days before the date of such meeting, by or at the direction of the president or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed to be delivered when deposited in the United State mail addressed to the members at their address as it appears on the records of the corporation, with the postage thereon prepaid; in all other cases when communicated or delivered.
Section 5. Information Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum. The members holding one-third of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of members present may adjourn the meeting from time to time without further notice.
Section 7. Proxies. At any meeting of the members, a member entitled to vote may vote by proxy executed in writing by the member or by their duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of it’s execution, unless otherwise provided in the proxy.
Section 8. Voting by Mail. Where directors or officers are to be elected by members, such election may be conducted by mail or electronic means, so as to provide written history, in such manner as the Board of Directors shall determine.
Article IV. Board of Directors
Section 1. General Powers. The affairs of the corporation shall be managed by it’s Board of Directors. A majority of directors shall be employed by, intend to be employed by, regular members of the corporation.
Section 2. Number, Tenure and Qualifications. The number of Directors shall be twelve, with one director being the chairperson of the Pacific Northwest Mortgage Lenders’ Conference and three regional vice presidents specifically for Southwestern Idaho, Eastern Idaho and Northern Idaho. Each Director shall hold office for a period of two years and until their successor shall have been duly elected and shall have been qualified. The chairperson of the Pacific Northwest Mortgage Lenders’ Conference, once determined, shall hold a term with expiration to coincide with the year in which the conference shall be held. The terms of the Directors is intended to be staggered such that no more than half the Board of Directors are retiring in a given year. In certain instances that there are no nominees for the positions of regional vice president, the number of Directors shall remain twelve.
Section 3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than in these bylaws, contained, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Idaho, for the holding of additional meetings of the Board without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any three directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place either within or without the State, as the place for holding any special meeting of the Board called by them.
Section 5. Notice of Special Meeting. Notice of any special meeting of the Board of Directors shall be given at least two days previous thereto by written notice delivered personally, by email or other electronic means, or sent by mail or private carrier to each director at their address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope addressed with postage thereon prepaid; in all other cases when communicated or delivered. Any director may waive notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waive of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. In the absence of a quorum, the board members present may designate any office as a voting director to complete the quorum.
Section 7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a great number is required by law or by these Bylaws.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.
Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the board.
Article V. Officers
Section 1. Officers. The officers of the corporation shall be a president, president-elect, three regional vice presidents (when applicable), a secretary and a treasurer and shall be members of the Board of Directors. The president, president-elect and vice presidents must be regular members. Offices of secretary and treasurer may be filled by affiliate or individual members.
Section 2. Election and Term of Office. The officers of the corporation shall be elected by the Board of Directors at the regular meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until their successor shall have been duly elected and shall have been qualified.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in it’s judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The president shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. They shall preside at all meetings of the members and of the Board of Directors. They may, with the secretary or treasurer or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general they shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. President Elect. In the absence of the president or in the event of his their inability or refusal to act, the president-elect shall perform the duties of the president, and when so acting, shall all the powers of and be subject to all the restrictions upon the president. The President-Elect shall perform other duties as from time to time may be assigned to him by the president or by the Board of Directors.
Section 7. Regional Vice-President. The regional vice president shall be the primary representative of their respective region. As such, they will act as liaison between the members and/or local associations, if any, of that region, and will be responsible for all communication by and between the regions they represent and the Board of Directors; and in general perform all duties incident to the office of regional vice president and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
Section 8. Secretary. The secretary shall keep the minutes of the annual meetings of the members and of all meetings of the Board of Directors in a manner, electronic or otherwise, as proscribed by the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address for each member which shall be furnished to the secretary by each member; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to them by the president or by the Board of Directors.
Section 9. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him them by the president or by the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of their duties, in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 10. Voting Privileges of Officers. The President may vote in the event of a tie vote, or may vote on any issue after passing the gavel to the vice president who, then, can only vote in the event of a tie vote.
Article VI. Committees
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of a minimum of one director, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or them by law.
Section 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless the member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 3. Chairman. The Chairman of the committee shall be a Board of Director and designated by the Board of Directors.
Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules. Each committee may adopt rules for it’s own government not inconsistent with these Bylaws or with the rules adopted by the Board of Directors.
Article VII. Dues
Dues shall be payable by each member annually in advance. The amount of the dues shall be established by a vote of a majority of the members at any annual meeting or any special meeting called for that purpose. The dues shall be payable on the first day of the fiscal year. If payment be not made on or before the 30th day of the second month in each fiscal year, they shall become delinquent and a delinquent member shall be notified thereof in writing by the treasurer. Then, if dues shall not be paid in full before the 30th day of the third month of the fiscal year, the delinquent member shall cease to be a member of the corporation and shall be notified of the fact by the treasurer, providing, however, that the members shall have power on good cause shown to restore any such member after such loss of membership on such conditions as they shall deem proper.
Article VIII. Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer. Major expenditures in excess of $1000 shall be signed by the treasurer and countersigned by the president, president-elect or vice president of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited in a timely manner to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the corporation.
Article IX. Books and Records.
Section 1. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceeds of it’s members annual meeting, Board of Directors and committees having any authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or their agent or attorney for any proper purpose at any reasonable time.
Section 2. Audit and Control. The corporation shall cause periodic inspection and audit of all funds within the control of the corporation. Such audit shall be conducted by such persons as designated by the Board of Directors at the registered or principal office of the corporation. Said inspection and audit shall be performed at intervals determined by the Board of Directors or at the request of any member or members having or showing cause for such request.
Article X. Fiscal Year.
The fiscal year of the corporation shall begin on the first day of October and end on the last day of September of each year.
Article XI. Waiver of Notice.
Whenever any notice is required to be given under the provisions of the Article of Incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XII. Amendments to Bylaws.
These Bylaws may be altered, amended or new Bylaws adopted by a majority of the directors (subject to the approval of the affirmative vote of two thirds of the members present at any regular meeting or at any special meeting) present at any regular meeting or at any special meeting, if at least thirty day’s written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting. These Bylaws may also be altered, amended or new Bylaws adopted at any regular meeting or at any special meeting of the members called for that purpose, by the affirmative vote of two thirds of the members present at such meeting; provided however, that quorum as specified in the Bylaws of the Association or laws of the State of Idaho be present.