Austin Mortgage Bankers Association By-Laws

ARTICLE I

Austin Mortgage Bankers Association is a 501(c)(6) entity

ARTICLE II

Purpose

The purpose of this Association shall be:

Section 1. To preserve and promote the welfare of the mortgage banking industry in Austin, Texas and the surrounding communities.

Section 2. To encourage sound and ethical business practices among its members;

Section 3. To acquire and disseminate correct and current information on pending legislation, rules and regulations, and other relevant information affecting the real estate and mortgage business;

Section 4. To sponsor and/or conduct meetings and programs of interest to the Association and provide a platform from which the members of this Association can express their views on practices, legislation, regulations and the real estate market as it pertains to finance the industry;

Section 5. To afford the opportunity for those engaged in the mortgage banking industry to secure the benefit of personal acquaintance;

Section 6. To cooperate with all public and private agencies in all matters relating to sound mortgage banking.

Section 7. To engage in philanthropic activities in the greater Austin, Tx. area.

ARTICLE III

Membership

Section 1. Membership shall consist of any individual whose dues are current.and are engaged in one or more fields of mortgage banking/real estate related industries in Texas. Dues are paid on an individual basis and run for a calendar year from date of dues payment.

Section 2. Application and approval for membership.

Applicants for membership shall furnish information in the form prescribed by the Board of Directors. Members shall become active upon acceptance of the Membership Application, and receipt of annual dues.

Section 3. Voting.

Each Member in good standing has one vote on each matter that comes up for a vote at any non board meeting of the association.

Section 4. Termination of Membership.

Any membership may be terminated, not renewed, or suspended by the Board of Directors at any board meeting , for due cause satisfactory to the Board, upon two-thirds vote of the entire Board of Directors. A member must recuse themselves from the vote if they are a board member.

ARTICLE IV

Dues

Section 1. The Board of Directors shall be empowered to set and collect annual dues for membership. The Board of Directors shall also be empowered to set the rules for termination or suspension for failure to pay dues.

ARTICLE V

Board of Directors

Section 1. The affairs of the Association shall be managed by a Board of Directors. There are no limits to At-Large appointees and should be an odd number. The President shall act as the Director. Such Board of Directors shall be comprised as follows:

President

Immediate Past President

Vice President

Treasurer

Secretary

Member at Large

Section 2. The Board of Directors 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, after which time they or their elected successor shall hold office as a member of the Board only for the unexpired term of their predecessor.

Section 3. The President of the Association shall preside at meetings of the Board of Directors. Such meetings shall be called at a time and place designated by the President, but not less than once each fiscal year. Reasonable notice of such a meeting shall be given to each member of the Board and a majority of the members of the Board shall constitute a quorum.

Section 4. The Board of Directors shall have the duty and power to control and manage all affairs of the Association; shall approve all contracts and purchases; and do any and all business necessary for the Association to carry out the objects and purposes of the Association as set forth in its Articles of Incorporation.

ARTICLE VI

Officers

Section 1. Officers of the Association shall be a President, Vice President, Treasurer and Secretary.

Section 2. President Powers and Duties.

The President shall Plan and Schedule all Monthly meetings and Social Events. They shall preside at all meetings of the Association and Board of Directors. They shall be an ex-officio member of all committees. They shall enforce By-Laws; appoint the Chairman of all committees; and they shall, with the Treasurer, sign all written contracts and obligations of the Association approved by the Board of Directors.

Section 3. Vice President Powers and Duties.

In case of the temporary absence or inability of the President, the Vice President shall perform the duties of the President, until such time as the office shall have been permanently filled in accordance with these By-Laws. The Vice President will be the President-Elect for the Association upon election. In the event that neither the President nor the Vice President shall be able to act, the Board of Directors shall have the power to appoint one of its members to act as President Pro Tempore.

Section 4. Treasurer Powers and Duties.

The Treasurer shall receive and disburse all monies of the Association and shall deposit all monies in the name of the Association in a bank or trust company to be selected by the Board of Directors. Treasurer will present a financial report each month at the Board of Directors meeting. This will include in, out, outstanding, and balance.

Section 5. Secretary

The Secretary shall record the minutes of all meetings of the Board of Directors and the Association, give notice of all meetings of the Association, maintain an accurate list of the membership of the Association, and perform such other duties as may be assigned by the President of the Board of Directors.

Section 6. Removal of Officers.

Any officer, elected or appointed, may be suspended or terminated by a vote of two-thirds of the Board of Directors if they determine it is in the best interest of the Association.

Section 7. Committees

Committee nominations are at the discretion of the President and may be formed as needed or requested. Policies and Procedures should be maintained and stored with accessibility for all committees.

ARTICLE VII

Annual Election and Term of Office

Section 1. The Incoming President shall retain all powers to accept the slate of nominations in accordance with the positions set forth in Article VI, Section 1 of the By-Laws.

Section 2. Each year, prior to the designated 4Q meeting:

A. A Nominating Committee shall be formed in 3rd Quarter. It will be chaired by Outgoing Pres, the Vice President and a minimum of 3 other members of the association.

B. The membership shall be advised in advance of open board positions and allowed an opportunity to nominate themselves or others.

Section 3. At a designated meeting, to be held in 4th Quarter, members shall vote for Treasurer and Secretary. The Vice President will become the President at the end of the one year term as Vice President, and the Treasurer will become Vice President. The election can be held in any format.

Section 4: Board of Directors term shall be from Jan 1- Dec 31.

ARTICLE VIII

Meetings

Section 1. The meetings of the Association shall be held at such time and place as may be designated by the President.

ARTICLE IX

Amendments

Section 1. These By-Laws may be amended or repealed in whole or in part by the Board of Directors at any notification should be given when a meeting will be used for that special purpose.

ARTICLE X

Parliamentary Authority

The conduct of the affairs of the Association shall be governed by the procedures and rules of orders as set forth in Robert's Rules of Order, Revised.

ARTICLE XI

Dissolution of Organization

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of 501(c)(6) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office

ARTICLE XII

Kenton Brown Distinguished Service Award

An annual award presented in recognition of exceptional and outstanding service to the Austin Mortgage

Bankers Association and the mortgage banking industry. It is recommended that at least 30 days before the AMBA/Brown Distinguished Service Award (KBSA) is presented, the current or acting AMBA President will:

Section 1. Send members nomination forms that list the nominee’s suitability for the award. The recipient of the KBSA shall be a current or former member of AMBA who has, at least, five years of consecutive and distinguished service to the AMBA and be a person of personal and professional integrity and high standards who has made extraordinary contributions of time, judgment and talent to the mission and purposes AMBA and has brought credit to the AMBA by the person’s work, actions and accomplishments.

Section 2. Finalists will be voted on by the membership in November.

Section 3. Award will be given at a time deemed appropriate by the board.

3(c). There is no requirement that the KBSA be awarded in any given term.

Article XIII

“RESOLVED that the Austin Mortgage Bankers Association become a Local Affiliate Member of

the Texas Mortgage Bankers Association. The Current President of the Local affiliation, or a member appointed by the President, is hereby designated as the representative.

RESOLVED that the Austin Mortgage Bankers Association as a Local Affiliate Member of

the Texas Mortgage Bankers Association pledges to support the policies and purposes of the Texas

Mortgage Bankers Association;

FURTHER RESOLVED, that the designated representative of Austin Mortgage Bankers

Association shall be obligated to attend the general membership meetings of the Texas Mortgage

Bankers Association, and if elected as an Advisory Director, shall be obligated to attend the Board of

Director Meetings of the Texas Mortgage Bankers Association; and

FURTHER RESOLVED that the Austin Mortgage Bankers Association shall pay, to the extent funds are available, the reasonable and necessary expenses for the designated representative to fulfill