Young Mortgage Bankers Association

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ARTICLE I : Name and Fiscal Year

  1. The name of this Corporation shall be the YOUNG MEN’S & WOMEN’S MONETARY ASSOCIATION OF NEW YORK INC. The corporation may conduct its business under the trade name YOUNG MORTAGE BANKERS ASSOCIATION.
  1. The fiscal year shall by July 1 to June 30 unless otherwise determined by resolution of the Board of Governors.

ARTICLE II: Members

  1. The membership shall consist of Regular, Life and Honorary Members.
  1. Regular Members may participate in all functions of the Corporation, except that they may not be candidates for election or re-election as officers after attaining their forty-fifth (45th) birthday.
  1. Life Members shall consist solely of past Chairs of the Corporation. Life Members over forty-five (45) years of age may vote and participate in all functions and events of the Corporation, except that they may not be candidates for election or re-election as officers after attaining their forty-fifth (45th) birthday.
  1. Honorary Members shall consist of those members designated as such by a two-thirds (2/3rds) vote by the entire Board of Governors. Honorary Members may participate in all functions and events of the Corporation, except that they may not vote or hold office.

ARTICLE III : Qualifications for Membership

  1. Regular Members must be individuals who are substantially engaged in the field of real estate finance, and who are at least twenty-one (21) years of age.
  1. Candidates for Regular membership shall be proposed in writing by two (2) Regular Members in good standing. Candidates for Regular membership shall submit to the Membership Committee such information as the Membership Committee may require, together with the dues for the Chair and the Assistant Membership Chair shall be recommended by that Committee to the Board of Governors at any regular or special meeting of the Board. In the event of a disagreement between the Membership Chair or the Assistant Membership Chair with the respect to the approval of any particular candidate, the Chair shall resolve such dispute and his decision shall be final and binding. An affirmative vote of two-thirds (2/3rds) of the Board of Governors present at a regular meeting shall be necessary for election of each candidate. The Corporation shall notify each candidate promptly of his election or rejection. Notification of a rejection shall be accompanied with a refund of the first year’s dues and initiation fees submitted with the candidate’s application.
  1. Any Regular, Life, or Honorary Member’s membership may be terminated or suspended by the Board of Governors at any regular meeting or a special meeting called for such purpose, for due cause satisfactory to the Board of Governors, upon three-fourths (3/4ths) vote of the entire Board of Governors.

 

ARTICLE IV: Officers

  1. The officers of the Corporation shall be the Chair, Vice Chair, Secretary, and Treasurer, who shall be elected as provided in article VII
  1. The Chair shall be the chief executive officer of the Corporation and will be responsible for the direction of the Corporation and the implementation of its policies and the active supervision over the business and officers of the Corporation. No individual shall hold the office of the Chair for more than one term of a one year period.
  1. The Vice Chair shall be responsible for the direction of the Corporation and implementation of its policies and the active supervision over the business and officers of the Corporation. He shall also be responsible for the coordination of all committee activities under the direction of the Chair.
  1. The Treasurer shall have charge and custody of, and be responsible for all funds and financial operations and financial record keeping of the Corporation and all necessary governmental fillings, as well as the collection of dues, all other receivables, and the disbursement of all funds. The Treasurer shall function as Chair of the Financial Committee.
  1. The Secretary shall keep the minutes of all meetings of the members and the Board of Governors, see that all notices are duly given, be custodian of the Corporation’s records. He shall conduct all Corporation correspondence and, in general, perform all the duties incidental to the office.
  1. Each officer shall also perform such other duties as may be assigned by the Board of Governors or the Chair.
  1. Any officer or member of the Board of Governors maybe removed from office by the Board of Governors a any regular meeting or a special meeting called for such purpose, for due cause satisfactory to the Board, upon three-fourths (3/4ths) vote of the entire Board of Governors.

 

ARTICLE V: Board of Governors

  1. The Board of Governors shall consist of fourteen (14) members, including without limitation, the Chair, the Vice Chair, the Secretary, the Treasurer, the Program Chair, the Membership Chair, the Assistant Membership Chair, the Assistant Financial Chair, the Publicity Chair, the Education Chair, the Social Chair, and the Chair of the Corporation in the immediately preceding fiscal year of the Corporation.
  1. It shall be the Duty of the Board of Governors to enforce the Bylaws and be responsible for the policies of the Corporation.
  1. The Board of Governors shall meet at least three (3) times annually, the place and time to be designated by the Chair. The Board of Governors may from time to time invite others who are not members of the Board of Governors to join in Board meetings in order to render advice, expertise or assistance to the Board. Such guests shall not be deemed members of the Board by virtue of their presence at the meeting.
  1. All meetings of the Board of Governors shall be chaired by the Chair, or the Vice Chair in the absence of the Chair.
  1. The Board of Governors 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 or until their successors are elected qualified.
  1. Meetings of the Board of Governors shall be called at a time and place designated by the Chair. Members may, solely at the discretion of the Chair (or the Vice Chair in the absence of the Chair), participate in any meeting of the Board (or in any meeting of any Committee) by means of a conference telephone or similar communications equipment allowing all persons participating in such meetings to hear each other at the same time. Reasonable notice of such meetings of the Board of Governors shall be given each member of the Board and eight (8) members of the Board shall constitute a quorum.

ARTICLE VI: Committees

  1. The Corporation shall function for and through its membership by Committee action, where feasible. The Board of Governors may appoint Committees from time to time for any necessary purpose.
  1. The standing Committees of the Corporation shall be Membership, Program, Publicity, Education, Social, Financial, and Nominating.
  1. The Membership Committee shall qualify new members according to Article III and shall consist of at least the Membership Chair and Assistant Membership Chair and Assistant Membership Chair. The Membership Committee shall publish annually a directory listing of all members, with their addresses and telephone numbers.
  1. The Program Committee shall create programs and arrange for speakers for meeting of the Corporation at the direction of the Board of Governors.
  1. The Publicity Committee shall, at the direction of the Board of Governors, arrange and coordinate publicity for the Corporation and its functions.
  1. The Education Committee shall, at the direction of the Board of Governors, arrange for the educational programs which will benefit the members of the Corporation.
  1. The Social Committee shall, at the direction of the Board of Governors, organize and arrange social functions for the members of the Corporation.
  1. The members of the Membership, Program, Publicity, Education, and Social Committee shall be selected by their respective Chairs, subject to the approval of the Board of Governors.
  1. The Financial Committee shall consist of the Treasurer and the Assistant Financial Chair, The Financial Committee shall, at the direction of the Board of Governors, oversee the financial operations and financial record keeping of the Corporation.
  1. (a) For the purpose of nominating the candidate for Chair for next fiscal year, the Nominating Committee shall consist of the current chair, and members of the Board of Governors not eligible to hold office in the next fiscal year of the Corporation. If there are not at least two members of the Board of Governors who are ineligible to hold office in the next fiscal year, then the Chair shall appoint from among those who served full terms on the Board of Governors in either of the two fiscal years of the Corporation immediately preceding the current fiscal year not fewer than one and not more than three individuals to serve with him on the Nominating Committee, as so constituted, shall select a candidate for Chair for the next fiscal year, as provided in Article VII.

(b) Immediately after selecting the nominee for the Chair, as provided above and for the purpose of nominating the candidates for the officers of the Corporation (other than the Chair) and the Board of Governors, the Nominating Committee shall consist of those members of the Nominating Committee selected as set forth in (a) above, together with the candidate for Chair for the next fiscal year. The Nominating Committee, as so constituted, shall select a list of candidates for the officers of the Corporation (other than the Chair) and the Board of Governors, as provided in Article VI.

(c) The Nominating Committee shall submit to the Board of Governors the list of candidates for the officers of the Corporation and the Board of Governors which it has selected as a set forth above.

ARTICLE VII: Nominations and Elections

  1. At least forty (40) days prior to the Annual Meeting, the Nominating Committee shall nominate a ticket of officers and members of the Board of Governors to be elected at the Annual Meeting. The ticket reported by such Committee shall be filled with the Secretary and shall set forth in the notice of the Annual Meeting to be given by the Secretary at least twenty (20) days before the Annual Meeting, Such notice shall set forth the place, day, and hour of the Annual Meeting, Any number of Regular Members in good standing constituting at least the percentage of twenty-five (25%) of the Regular Members may nominate other candidates in writing. Notice of such nominations shall be given in writing to the Secretary at least twelve (12) days prior to the Annual Meeting. Such notice shall also be signed by each nominee and shall be deemed given on the date such notice is personally delivered to the Secretary or mailed by first-class mail, postage prepaid to the Secretary. Upon receipt of such notice, the Secretary shall mail a copy of such nominations to each member of the Corporation at least five (5) days before the Annual Meeting. If there is only one candidate or election for each office, and if no voting member had demanded written ballots, all votes at the Annual Meeting shall be via voice.

 

ARTICLE VIII

  1. The Corporation shall attempt to meet once a month except during July and August, at a place to be designated by the Board of Governors.
  1. The June meeting shall be the Annual Meeting of the Corporation for the purpose of electing officers and members of the Board of Governors and for the delivery of reports from the officers and chairs of the committees. In addition to the Annual Meeting, there shall be no fewer than five (5) meetings of the Corporation each year. Such meetings shall be called at the order of the Chair. Written notice starting the place, day, and hour of each such meeting shall be given not less than five (5) nor more than sixty (60) days before the meeting to all members of the Corporation.
  1. Special meetings shall be called at any time by order of the Chair or a majority of the entire Board of Governors, Special meetings may be called for by at least twenty-five percent (25%) of the Regular Members in good standing by filling with the Secretary a written call over their own signatures. Notice of any special meeting shall be given to all members by the Secretary at least ten (10) days before the date fixed for such meeting.
  1. All notices shall be deemed given when mailed by first-class mail, postage prepaid.

ARTICLE IX: Dues

  1. Persons who become Regular Members after July 1, 1977 shall pay an initiation fee as determined by the Board of Governors from time to time.
  1. The annual dues of the Corporation shall be as fixed by the Board of Governors from time to time, which dues shall require approval of not less two thirds (2/3rds) of the entire Board of Governors. Annual dues shall be payable within thirty (30) days after billing. Life Members and Honorary Members of the Corporation shall be exempt from the payment of annual dues.
  1. Any Regular Member failing to pay his dues within sixty (60) days after billing shall be considered delinquent. Failure to pay dues after said sixty (60) days shall be sufficient cause for the Board of Member from responsibility to the Corporation for his indebtedness. No Regular Member who is delinquent in the payment of his dues shall be entitled to participate in any of the proceedings of the Corporation.

ARTICLE X: Awards

  1. The Corporation may award certificates of appreciation to retiring members of the Board of Governors as appropriate mementos of the service rendered by them to the Corporation.

 

ARTICLE XI: Amendments

  1. These Bylaws may be amended, modified, or repeated either:
    1. by the affirmative vote of a majority of the Regular Members voting at a

Regular or special meeting, provided that the full text of the proposed amendment shall have been inserted in the Notice of Meeting; or

    1. by a three fourths (3/4ths) vote of the entire Board of Governors provided that the full text of the proposed amendment shall have been inserted in the Notice of Meeting, except that the Board of Governors may not amend, modify, or repeat a bylaw adopted by the Regular Members as provided above.

 

ARTICLE XII: Liability

  1. Any agreement, obligation or liability made, entered into or incurred by or behalf of the Association, binds only the property of the Association and no officer, governor, member, agent, or employee thereof assumes or shall be held to any liability thereof.
  1. The Association shall indemnify its Governors and officers to the Fullest extent by law.

ARTICLE XIII: Miscellaneous

1. Wherever the “Association” appears, it shall be deemed to mean the Corporation.