ARTICLE I - NAME
Section I. This organization shall be known as MLOAN PUERTO RICO, INC. (MLOAN).
ARTICLE II - PURPOSE
Section I. The purpose of this association of professional personnel shall be:
1. To provide a continuing forum for the exchange of ideas pertaining to mortgage lending.
2. To make members aware of the latest developments in the mortgage industry.
3. To implement and abide by current laws and regulations.
4. To promote the highest standards of mortgage origination, underwriting, insurance and servicing.
ARTICLE III - ORGANIZATION AND MANAGEMENT
Section I The MLOAN Executive Board shall be the governing body in all matters pertaining to its organization. It shall carry out and enforce all the objectives and purposes for which it is organized.
Section II The Association shall have the power to adopt, rescind or amend rules and regulations only in the General Assembly of the membership.
ARTICLE IV - MEMBERSHIP
Section I The members shall be professional personnel performing duties in the mortgage banking industry and shall be classified in three (3) groups: Active Members, Associate Members and Honorary Members.
1. Active members shall be those persons whose primary duties in their jobs are directly related to some one of the following: (1) Origination, (2) Processing, (3) Underwriting, (4) Closing, (5) Quality Control, (6) and/or Servicing Mortgage Loans, and the institution for which the person works shall fall within the following denominations:
a. Commercial Banks
b. Savings & Loan Associations
c. Mortgage Bankers
d. Finance Companies
e. Trust Companies
f. Mortgage Loan Officers of Insurance Companies
g. Private Mortgage Insurance Companies
h. Governmental Agency Officers directly related with credit industries such as:
1. Federal Housing Administration
2. Veterans Administration
3. Puerto Rico Housing Bank
4. Small Business Administration
5. Rural Development
i. Puerto Rico Housing Finance Authority
j. Credit Unions (Cooperatives)
k. Mortgage Brokers
2. An associate membership shall be open to persons who do not meet the qualifications of this ARTICLE IV, Section I.A, but who are engaged in activities directly related to mortgage lending such as:
b. Lawyers Related to Banking
c. Insurance Companies Personnel
d. Real Estate Brokers
e. Credit Reporting Agencies
f. Data Processing Personnel
g. Mortgage Securities Brokers
h. Property Tax Personnel of the Treasury Department
i. Collection Agencies
j. Title Search Agencies
k. Mortgage Loan Consultants
l. Officers of Cooperatives
n. Real Estate Managers
o. Engineers, Architects and Land Surveyors
p. And others to be considered on their merits by the Board of Directors.
3. HONORARY MEMBERS
The Executive Board may designate as honorary members of the association people who have rendered valuable service to the association. They may attend association meetings in an advisory capacity with the privilege of voice only. They shall be exempt from the payment of annual dues but shall pay for activities of the association as does any other member.
1. Applicants shall become members as specified in ARTICLE V, on recommendation of the committee on new membership and on approval by a majority of the Executive Board.
2. Members in good standing shall have the right to receive an identification card (to be checked by the secretary at the entrance to activities), a pin, and a membership certificate in the M-Loan Association.
1. Active and associate members have the right to vote in any regular and/or extraordinary general assembly. The General Assembly may elect up to eight (8) active members and up to six (6), but not less than four (4), associate members to occupy the twelve (12) elective positions on the Executive Board, excluding the positions of president and first-vice president. Said associate members have a full vote in the deliberations of the Executive Board, may be named to serve on either standing or special committees and have a full vote in the considerations of any committee on which they serve.
Section IV - Fees
1. An annual dues to be determined by the Executive Board shall be received with new member application forms in order to process said application. In the event an application is rejected, such fee shall be returned to the applicant.
2. Any member in arrears for thirty days shall receive a notice from the treasurer of the Executive Board. Such notices shall continue to be sent for a maximum period of three months. If payment is not received within this period, membership shall be canceled by the Executive Board. However, it is understood that members in arrears are not entitled to the same privileges as members in good standing.
ARTICLE V - FINANCE
1. The association shall operate on a calendar year basis.
2. The financial statements of the association shall be referred to an auditing committee and then to the Executive Board.
3. Dues of members shall be fixed annually by the Executive Board at the first meeting.
4. The Executive Board shall have the power to write off receivables after appropriate collection efforts have been made.
Section II Contracts
1.The Board of Directors may authorize any officers or officers of the association, in addition to the officers so authorized by these By-Laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.
Section III Checks
1. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the association shall be signed by two of five authorized officers of the association in such a manner as shall be determined by resolution of the Board of Directors.
Section IV General Fund
1. The president of The Executive Board shall be aware at all times of the financial situation of the association.
ARTICLE VI - BOOKS AND RECORDS
1. The association shall keep correct and complete books and records of all accounts.
2. The association shall keep minutes of the proceedings of its meetings and the meetings of the Executive Board.
3. The association shall keep records of the names and addresses of all members.
4. The association shall submit a detailed, up-to-date, written report and an itemized statement of all financial transactions of the association, its Officers and Director, two (2) working days before each monthly meeting of the Executive Board.
ARTICLE VII - OFFICERS, DIRECTORS AND ELECTIONS
Section I Officer and Directors
1. The Officers and Directors of the association shall consist of:
b. First Vice President
c. Second Vice President
e. Assistant Secretary
g. Assistant Treasurer
h. Past President
i. Six (6) Directors
The election of the Officers and Directors mentioned above shall constitute the Executive Board. Any member who is absent at two (2) ordinary meetings shall be disqualified as Director except if:
a. He or she is away from the country in official duties related to his or her job.
b. He or she is ill, as duly evidenced.
c. A close relative die
d. He or she is sequestered for jury duty.
e. The reason for the absence is accepted by a majority of the board.
2. Any member of the association who becomes involved in any act of fraud or misappropriation of funds shall be permanently removed from the association and banned from all association activities.
3. The past president is a member of the board enjoying all the rights and powers of a Director.
Section II Elections
1. The Officers and Directors shall be elected by ballot at the annual meeting of the association and shall hold their respective offices for a term of one year starting the first of January following the election.
2. If the association officer or director has been disqualified under ARTICLE VII, section I, he shall not be nominated for any position on the Executive Board for a period of (5) years following the disqualification.
3. Officers and Directors shall transfer all records and other property belonging to the association to their elected successors in office no later than the first meeting of the new Executive Board following their election.
4. Removal from office: A position may be declared vacant in case of a change of employment which does not fall under the categories established in ARTICLE IV, Section I, or in the case of prolonged illness, disability, fraud, misconduct or any infraction by the member which affects the good name of the association.
Section III Vacancies
1. A vacancy occurring in office shall be filled by the president with the consent of a majority vote of the Executive Board.
2. A vacancy in the presidents office shall be filled, in the order of their titles, by the Vice presidents. If this is not possible, a special meeting of the Executive Board shall be called by the secretary for the purpose of electing a new president who shall be one of the remaining members of the Executive Board.
3. To be eligible for Nomination as an Officer or Director, a candidate shall have been a member IN GOOD STANDING, for at least one year prior to Nomination, except if with the consent of the majority of votes of the Executive Board it is decided that a vacancy or Nomination shall be filled or occupied by a candidate that has not been a member for at least a year prior to the vacancy or Nomination.
4. A vacancy in the position of permanent Director shall not be filled in, unless these By-Laws are amended by the General Assembly.
Section IV Duties of Officers
A. Shall preside at all meetings of the association and the Executive Board and shall sign all warrants supported by statements which are drawn on the treasury as ordered by the Executive Board.
B. Shall appoint, with the approval of the Executive Board, the Chairman of the following committees:
1. Education Committee
2. Activities Committee
3. Membership Committee
4. Finance Committee
5. Convention Committee.
6. Legislative and Regulations Committee
7. Nominations Committee (This is the only committee of which the president is not ex-officio member).
8. Public Relations Committee
9. Any other committee that the president determines is necessary for the proper functioning of the association.
Note: It is up to the chairman of each committee to select other members to participate on his committee.
C. Shall report on the actions taken by the Executive Board at each meeting of the association.
D. Shall make a report in writing with his recommendations, if any, at each meeting of the association and each meeting of the Executive Board.
E. Shall be an ex-officio member of all committees, except the Nominating Committee.
F. Shall be the custodian of all equipment, pins, flags, awards, belonging to the association.
G. Shall perform such other duties as pertain to his office.
2. VICE PRESIDENTS
A. The first vice president and/or second vice president, in the order of their precedence, in the absence of the president, shall perform the duties of the office and shall discharge such other duties as may be required.
A. The secretary shall keep an up-to-date record of the membership.
B. The secretary shall send notice of association and executive meetings, as provided in Article IX of these by-laws.
C. The secretary shall keep a record of all the proceedings of the meetings of the association and Executive Board in books provided for these purposes.
D. The secretary shall provide each member of the Executive Board with a copy of the minutes taken at previous meeting one week before the next meeting.
E. The secretary shall compile and record all activities from the reports made by the members of the different committees.
F. The secretary shall perform such duties as may be required of him/her by the president of the Executive Board in coordination with the president of the committee involved in the duties assigned.
G. The secretary shall provide the minutes of the association in his or her care to the designated auditor upon request.
H. The secretary shall maintain order during the meeting and general assembly and eject persons for creating disturbances or for other infractions of the rules.
I. The secretary shall count the votes when a yes or no vote is taken.
A. The Treasurer shall be the custodian of all funds of the association and shall receive all funds paid to or donated to the association.
B. The Treasurer shall disburse the funds according to warrants supported by itemized statements, signed by him and by one of the other four (4) authorized officers. In addition, the disbursement shall not exceed the budget approved by the Executive Board. Any disbursement in excess of the budgeted amount shall be submitted to the Executive Board for its approval.
C. The Treasurer shall keep a current account of all earnings, savings, reserves, holdings, receipts, and disbursements.
D. The Treasurer shall submit a detailed, up-to-date, written report and an itemized statement of all financial transactions for the association, its officers and directors, two (2) working days before of each monthly meeting of the Executive Board.
E. The Treasurer shall make reports and statements to the president and the Executive Board as required by them.
F. The Treasurer shall deposit all funds of the association in banks which are members of, and whose deposits are insured by the FDIC, FSLIC, COSCEC or NCUA in the name of the Mortgage Loan Officers Association within seven days after receipt and shall purchase economic instruments to the credit and benefit of the association, as authorized by the Executive Board.
G. The Treasurer is responsible for making all efforts to promptly collect any receivables that the Association may have.
H. The Treasurer shall provide adequate training to his successors on all records, funds, equipment and residual holdings which belong to the association no later than the first meeting of the new Executive Board.
I. The Treasurer shall prepare or assure to be prepared End of Year Financial Statements and Department of State Corporate Annual Report, which will be submitted by successor to the Department of State, before end of first trimester or before deadline established by government. It will ensure that the Department of Treasury reports are also prepared including payment of tax retained for professional services rendered or any salaries paid by the Association.
J. The Treasurer shall fill out the income tax return forms, pay any real estate property taxes, and pay the insurance premiums for any property casualty or public responsibility insurance which the association may have.
5. PAST PRESIDENT
A. The past president shall enjoy all the powers and rights, including to vote, as a Director in the meetings of the Executive Board.
B. The past president shall perform such other duties as may be required of him by the president of the Executive Board.
6. ASSISTANT SECRETARY
A. The assistant secretary shall assist the secretary in the carrying out of all duties described in Article VII, Section IV.3.
7. ASSISTANT TREASURER
A. The assistant treasurer shall assist the treasurer in the carrying out of all duties described in Article VII, Section IV.4.
Section V - Executive Board - Duties
1. The board shall have and exercise the power granted to it in the by-laws, except that it shall have no power to alter, adopt, rescind, or nullify any part or provision of the constitution, by-laws, rules and regulations.
2. The board shall direct and supervise the annual assembly of the association.
3. The board shall appoint a committee or an accountant to audit the association accounts each year. No member of the Executive Board may serve on this committee or as the auditor.
4. The board may authorize the treasurer to pay routine bills without delay, such as but not limited to the telephone and utilities, rents and salaries, but it shall review and approve other bills which exceed the budgeted amount.
5. The board shall exercise all possible means to keep association expenses to a minimum.
6. The board shall create a reserve fund, when possible, which shall be reviewed from time to time at its discretion.
7. The board shall approve a budget for the New Year.
8. The board may authorize the disbursement of any funds not contemplated in the budget for that year, if necessary.
9. The board shall insure that any member of the association shall have a fair hearing in case of a complaint.
10. The board shall enforce the Code of Ethics of the association.
11. The board shall require at least two bids for any business transaction in the amount of or exceeding five thousand dollars ($5,000.00).
12. The president, the first vice president, the past president, the secretary and the treasurer shall constitute the Executive Committee of the board. The duties and authority of the Executive Committee of the board shall be those expressly delegated by the Executive Board.
ARTICLE VIII - COMMITTEES
Section I Duties
1. EDUCATION COMMITTEE
A. The committee shall be responsible for the organization and conduct of seminars and/or workshops for the benefit of the mortgage industry.
B. The committee shall maintain good relations with the different governmental and mortgage industry officials.
C. The committee shall be alert to changes in the industry and shall inform the membership as to these changes.
D. The committee shall be in contact with the activities committee at all times.
E. The committee shall assist the Executive Board or the president as required.
2. ACTIVITIES COMMITTEE
A. The committee shall be responsible for all activities of the association.
B. The committee shall be always in contact with the Education Committee in order to plan the activities jointly.
C. The committee shall be responsible for the preparation of the banquet rooms whenever there is an activity of the association.
D. The committee shall assist the president or Executive Board as required.
3. CONVENTION COMMITTEE
The committee shall be responsible for the organization and administration of the annual convention.
4. MEMBERSHIP COMMITTEE
A. The Committee shall have three principal responsibilities:
1. Keeping the members, the association has.
2. Bringing back to the association members which have dropped out in the past.
3. Actively seek and recruit new members.
B. Keep the members.
The committee shall periodically obtain information from the treasurer regarding the payment of dues of our active members. It shall be the committees responsibility to call or otherwise contact any member whose payment of annual dues is tardy. If any active member informs that they wish to finish their membership, the committee will inform the board and will try to persuade said member into staying with the Association; unless otherwise instructed by the board.
C. Retrieving Past Members
The Committee shall review all the past lists of members to identify all past members which have left the association. These past members shall be contacted by the membership committee and will be asked to reapply for membership.
The procedure to reinitiate these past members shall be the same as the one used for new members.
D. New Members
The committee shall actively seek and recruit new members for the association.
1. Each prospective new member shall fill out a membership application form and must be recommended by at least one active member in good standing. The forms to be utilized will be those approved by the board on a yearly basis.
2. Once the prospective new member has paid his application fee he is presented for approval by the membership committee to the board. In order to be approved by the board, the new member must be approved by the majority of the members of the board at a meeting with the quorum.
3. When an application is approved, a Welcome letter has to be sent to the new member and it shall be signed by the president and one member of the Committee.
4. When an application is denied, the application fee will be returned together with a letter signed by the President and one member of the committee indicating that insufficient votes were attained for his or her approval.
4. FINANCE COMMITTEE
A. The committee shall submit written reports to the Executive Board and to the General Assembly at the annual meeting each year.
B. The president of the Finance Committee shall be a member of the board and approved by the Board of Directors. All financial statements shall be prepared, according to the General Accepted Accounting Principal and the requirements of the applicable laws of the Commonwealth of Puerto Rico.
5. PUBLIC RELATIONS COMMITTEE
A. The committee shall be responsible for all contacts with the news media.
B. The committee shall be responsible for the preparation and distribution of any newspaper or publication of the association.
C. The committee shall be present at all activities.
D. The committee shall assist the president or the Executive Board as required.
6. LEGISLATIVE AND REGULATIONS COMMITTEE
A. The committee may submit proposed amendments to the by-laws and shall review all other proposed amendments submitted.
B. The committee shall also advise the Executive Board at its meetings and the members at the annual meeting with regard to such proposed amendments and any other matters referred to it.
C. The committee shall be alert to government legislation affecting the industry and, if necessary, shall contact other associations and government agencies for the purpose of keeping the membership and the Executive Board up-to date.
7. NOMINATING COMMITTEE
A. The committee shall be appointed by the president with the approval of the Executive Board.
B. At least thirty days prior to the General Assembly, this committee shall send to the membership their candidates for the different positions to be filled.
C. The committee shall contact all their candidates for their acceptances of nomination for that position and shall present their qualifications to the Executive Board and all members of the association.
D. The president is not an ex-officio member of this committee.
Section II Committee Reports
1. The presidents of the different committees shall file a monthly written report with the president and/or upon completion of specific tasks when their terms expire.
2. They shall furnish such written reports as may be required from time to time by the president or the Executive Board.
Section I Meetings
1. The association shall hold one monthly meeting and/or seminar during the year, as determined by the board and its committees.
2. The association may have an annual convention before December 31st. The place where the annual convention will be held shall be chosen by the Board of Directors and may be either in Puerto Rico or elsewhere.
3. The annual assembly shall be held no later than November 30.
4. At the annual meeting, elective positions are to be filled according to the provisions of Article IV, Section III and Article VII, Section I and II of the by-laws.
5. The meeting shall be open to the entire membership of the association.
6. Voting by proxy in any form is PROHIBITED.
7. The secretary shall send each member a written notice of the date and place that the annual assembly will be celebrated at least 30 days in advance.
8. QUORUM. The following shall constitute quorums for all meetings.
EXECUTIVE BOARD MEETINGS -Fifty percent plus one (50% + 1) of its members
GENERAL ASSEMBLY MEETINGS - Fifteen percent (15%) of which five (5) members shall belong to the Executive Board.
9. Regular meetings of the Executive Board may be held without notice of such time and place as shall, from time to time is determined by the Executive Board.
10. Special or extraordinary meetings of the Executive Board may be called by the president on two working days’ notice (working days being Monday to Friday) of each member of the board, personally, by telephone, mail or fax. Special meetings shall be called by the president or secretary in like manner and/or by notification at the written request of three (3) members of the Executive Board.
11. Special or extraordinary meetings of the General Assembly may be called by the president on 15 days’ notice of each member of the association personally, by telephone, mail or fax. Special meetings shall be called by the president or secretary in like manner and/or by notification at the written request of fifteen (15%) percent of the members of the association.
12. Special or extraordinary meetings of the Executive Committee may be called by the president on one working day notice (working days being Monday to Friday) of each member of the committee, personally, by telephone, mail or fax. Meetings shall be called by the president or secretary in like manner or by notification at the written request of two members of the Executive Committee.
ARTICLE X - AMENDMENTS
1. All proposed amendments to the by-laws of the association shall be submitted in writing to the Legislative Committee at least thirty (30) days prior to the General Assembly.
2. Approval requires a majority vote of members present and voting.
3. Any changes to the by-laws shall become effective upon approval by the assembly.
ARTICLE XI - FLAG
1. The Executive Board shall provide the association flag which shall be WHITE, YELLOW, and BLACK in color and inscribed thereon shall be the name of the association.
ARTICLE XII - OTHER
1. The Executive Board shall be operated as a duly organized and registered corporation under the laws of the Commonwealth of Puerto Rico.
2. Notwithstanding any other provision of these articles, the corporation shall not, to any significant degree, engage in any activities or exercise any powers that are not in furtherance of the purpose described in Article II.
3. No part of the earnings of the corporation shall inure to the benefit of, or be distributed to its members, directors, officers or any other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Article II.
4. Upon the dissolution of the corporation, the Executive Board shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time be qualified as an exempt organization or organizations under the laws of the Commonwealth of Puerto Rico, as the Executive Board shall determine.