MICHIGAN MORTGAGE LENDERS ASSOCIATION CONSTITUTION AND BYLAWS
Effective As Of January 1, 2010

ARTICLE I
NAME

SECTION 1. The name of this organization shall be "Michigan Mortgage Lenders Association."

 ARTICLE II
MISSION STATEMENT AND GOALS

SECTION 1. Mission Statement: To promote the common interest and professionalism of the mortgage lending industry by providing our members with valuable resources, an effective legislative voice and quality education that will guide the people of the state of Michigan in the achievement of the American Dream of successful home ownership.

SECTION 2. Goals of the Michigan Mortgage Lenders Association (also referred to herein as the “Association” or the “MMLA”):
1) To be the preeminent association representing the real estate finance industry in the State of Michigan.
2) To be the voice that represents the interests of the real estate finance industry and the consumers we serve to regulators and the Michigan legislature.
3) To have a membership that creates an environment for an efficient and profitable real estate finance industry which provides the lowest possible cost of credit for homebuyers and other real estate borrowers.
4) To have a membership that is dedicated to the perpetuation of the highest standards of professional service and which promotes sound and ethical business practices.
5) To provide educational programs and a membership newsletter to keep members informed of pending legislation and changes in regulatory policy, the newest trends and developments in technology, and general industry business practices.
6) To support consumer education through community outreach programs and the media.
7) To provide opportunities for the membership to engage in meaningful business discussion and social interactions.

ARTICLE III
MEMBERSHIP

SECTION 1. Members: There shall be the following types of members:

a) Individual Member - Any individual who has a significant portion of his/her business in or related to the mortgage industry. An Individual Member in good standing shall possess the right to vote, to serve on committees and serve as a committee chairperson. An Individual Member who is affiliated with a company which has a significant portion of its business is originating or servicing of mortgage loans will also posses the right to serve on the MMLA State Board of Governors.

b) Honorary Member - Any individual who has performed meritorious service in the field of mortgage lending and is not currently an Individual Member. An Honorary Member shall be recommended by the Membership Committee and elected by the Board of Governors for a lifetime membership term. Past Presidents of the Association who have retired are automatically designated as Honorary Members. An Honorary Member in good standing shall possess the right to vote, to serve on committees and serve as a committee chairperson.

c) Special Member - Any individual not eligible to be an Individual Member. A Special Member shall be recommended by the Membership Committee and elected by the Board of Governors for a one (1) year membership term. A Special Member shall not possess the right to vote or hold an elective Association office. A Special Member in good standing may serve on committees and serve as a committee chairperson.

d) Retiree Member - Any individual who has retired from the real estate finance industry and is no longer employed by or affiliated with the mortgage industry. A Retiree Member shall have been a member in good standing of the Association for at least five (5) years. A Retiree Member shall not possess the right to vote or hold an elective Association office. A Retiree Member in good standing may serve on committees and serve as a committee chairperson.

The Board of Governors shall have authority to decide whether an applicant is eligible for membership however, the Board of Governors may delegate this authority to the Membership Committee. A member shall be deemed to be in good standing if membership has not been terminated, suspended or placed on probation.

SECTION 2. Application: Anyone who desires to be a member shall be considered for membership by completing a membership application. The application shall be in the form prescribed by the Board of Governors. Each name proposed for membership shall be filed with the Secretary (or designee) or with the chairperson of the Membership Committee, accompanied by full and complete information as to the qualification and desirability as determined by the Board of Governors for each type of membership. Applications shall be processed in accordance with procedures established by the Membership Committee, which have been approved by two-thirds majority of the state and chapter Boards of Governors.

SECTION 3. Use of Association Name: Any member in good standing of the Association may use the name or logo of the Association in connection with the conduct of the members business or employment. Notwithstanding the foregoing, the Board of Governors by majority vote of the members present, may prohibit a member of the Association from using the name or logo of the Association.

SECTION 4. Discipline: The Canons of Ethics and Standards of Practice approved by the Board of Governors of the Mortgage Bankers Association, as amended from time to time, are hereby approved and adopted as the Canons and Standards of this Association. The Ethics Committee may investigate complaints against members of the Association for violations of the Canons of Ethics and Standards of Practice, violations of this Constitution and Bylaws or other conduct, which may cause the member to be unsuitable for membership in the Association. The Committee shall meet at such times and places as may be designated by the Chairperson, and at all such meetings the majority of all members shall constitute a quorum. The action of a majority of the members of the Committee shall be the action of the Committee. The Committee shall have the power, with or without formal complaint, to investigate in a summary and informal manner any alleged violation or misconduct and report their findings to the Board of Governors who shall make disposition of said matter; provided, however, that investigations of proposed members shall only be initiated at the recommendation of the Board of Governors. Based upon the report of the Ethics Committee, the MMLA Board of Governors, by two-thirds majority vote, may take such action against a member as it deems appropriate, including, without limitation, suspending or terminating the membership of the member or placing a member on probation. The Board of Governors by a two-thirds majority vote shall determine the terms of any probation or suspension; provided, however, a member on probation or under suspension shall not possess the right to vote, hold elective office, serve on a committee or act as a committee chairperson during the probation or suspension.

ARTICLE IV
DUES

SECTION 1. The Board of Governors shall establish the annual dues of all types of members each year. Dues shall be payable in advance for each fiscal year from the date of membership activation. For active members who joined prior to October 1, 2007, renewal payments will be due at the beginning of each calendar year. The membership of any member in arrears in the payment of dues for a period of ninety (90) days shall automatically terminate.

ARTICLE V
OFFICERS AND BOARD OF GOVERNORS

SECTION 1. Nomination: The Nominating Committee shall consist of the President, Vice President, Secretary/Treasurer, Immediate Past President and one (1) other member appointed by the President, if such a member is on the Board of Governors. The Nominating Committee shall submit to the Board of Governors for approval by two-thirds majority vote of all Governors present, excluding abstentions, the names of candidates for election to the Board of Governors at the meeting of the Board of Governors held in the ninth month of the fiscal year of the Association. Nominations, other than those submitted by the Nominating Committee, may be submitted to the MMLA office, in writing or by email, on or before the first day of the ninth month of the fiscal year. Nominations should include name of nominee, company name, position, and, if possible, a brief recommendation on why this person should be nominated. All nominees must be active members of the MMLA. The Secretary/Treasurer shall prepare and submit to the voting members, on or before thirty (30) days prior to the annual meeting, ballots containing the names of all nominees resulting from the aforementioned process, to be voted on by the Members.

SECTION 2. Board of Governors: The administration of the affairs of the Association shall be vested in a Board of Governors. The Board of Governors will consist of the four (4) officer positions of President, Vice President, Secretary/Treasurer and Immediate Past President, the President and Vice President of each existing Chapter, and four (4) general members of the Association. All board members must be active members of the MMLA member in good standing. Each year an appropriate number of Governors shall be elected prior to each annual meeting to serve for a term of two (2) fiscal years commencing the first day of the fiscal year immediately following the election. Candidates for the Board of Governors may be prior members of the Board, providing that at least one (1) year shall have elapsed since the candidate's term as Governor has expired and, if elected, the next term would commence and the Nominating Committee shall nominate for any annual election no more than one (1) candidate who has been a previous board member during the past five (5) years for any election. The Secretary/Treasurer shall determine each year that the ballot and number of Governors to be elected each year complies with this Article V of the Constitution and Bylaws. The Immediate Past President of this Association shall also be a voting member of the Board of Governors for the fiscal year following the expiration of his or her term of office as president if he or she continuously maintains membership in the Association. The specific responsibilities of each member of the MMLA Board of Governors shall be determined from time to time by a majority vote of the Board of Governors. Vacancies on the Board of Governors, whether caused by death, resignation or termination of membership in the Association, may be filled until the next election by a majority vote of the remaining Governors.

SECTION 3. Officers: The Board of Governors shall meet to elect a Secretary/Treasurer whose duties shall be those usually pertaining to such office and who shall hold an officer position for four (4) fiscal years commencing the first day of the fiscal year immediately following their election. Officers holding positions will automatically change from Secretary/Treasurer to Vice President, Vice President to President and President to Immediate Past President, completing the four (4) years of service. In the event that the Secretary/Treasurer is selected from one of the Governors whose term expires at the end of that fiscal year, said officers shall continue to hold office and shall remain a member of the Board until said officer ceases to hold an office.

SECTION 4. Vacancy: If the office of the President becomes vacant for any reason whatsoever, the Vice President shall automatically assume the position of President and the Board of Governors shall elect a new Vice President, both of whom shall serve in such positions until the conclusion of the fiscal year in which the office of President became vacant. If the office of the Vice President or Secretary/Treasurer shall become vacant for any reason whatsoever, the Board of Governors shall elect a new Vice President or Secretary/Treasurer, as applicable, who shall hold the office until the conclusion of the fiscal year in which the office became vacant.

SECTION 5. Removal: The MMLA Officers may remove any MMLA Board of Governors member that fails, as determined by the MMLA Officers in their discretion, to fulfill their commitments and obligations to the Board of Governors.

ARTICLE VI
COMMITTEES AND CHAPTERS

SECTION 1. The President annually shall designate standing committees and shall appoint the chairperson(s) of each committee from the membership of the Association. The President shall also appoint a Board of Governor's representative to act as a liaison between the Committee and Board of Governors.

SECTION 2. From time to time, the President shall review and determine the objectives and purposes of each committee. The President shall be a member ex-officio of all committees.

SECTION 3. The Board of Governors, by majority vote, may establish Chapters of the Association. The Chapters will be operated and governed in the manner determined and designated by the Board of Governors. from time to time, and will elect a Board of Governors and appoint Officers to represent such Chapter. All Chapter Officers and members of the Chapter Boards of Governors must be members of the MMLA in good standing.

SECTION 4: The MMLA Board of Governors, by a two-thirds majority vote, may remove any member of a Chapter’s Board of Governors on a determination that such Chapter Board of Governors member (i) is no longer a member of the MMLA in good standing, or (ii) committed any act determined by the MMLA Board of Governors to be improper.

ARTICLE VII
FISCAL YEAR

SECTION 1. The fiscal year of this Association shall commence January 1 and shall end on December 31.

ARTICLE VIII
MEETINGS

SECTION 1. The annual meeting of the members shall be held in the eleventh month of the fiscal year, and additional meetings shall be held monthly or more or less often as designated by the President. Special meetings may be called by the Board of Governors, or by request in writing of any ten (10) members. The membership shall be notified by mail of a meeting of the members at least three (3) days prior to the meeting. The President or the Board of Governors shall determine the place of holding all meetings. A simple majority of those members attending shall constitute a quorum and Roberts Rules of Order shall govern deliberations at all meetings.

 ARTICLE IX
INDEMNIFICATION OF GOVERNORS AND OFFICERS

SECTION 1. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Association, by reason of the fact that the person is or was a member of the Board of Governors or Officer of the Association, against expenses, including attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any criminal action, or proceeding if the person had no reasonable cause to believe that conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that the person is or was a member of the Board of Governors or Officer of the Association against expenses, including actual and reasonable attorneys' fees, and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Association and its members. However, indemnification shall not be made for a claim, issue or matter in which the person shall have been adjudged to be liable to the Association unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses which such court considers proper.

SECTION 3. To the extent that a member of the Board of Governors or Officer of the Association has been successful on the merits of otherwise in defense of any aforementioned action, suit or proceeding or in defense of any claim, issue or matter therein, the successful party shall be indemnified against expenses, including actual and reasonable attorneys' fees, incurred in connection therewith.

SECTION 4. Any indemnification, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the member of the Board of Governors or Officer is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article IX. Such determination may be made by a simple majority of the Board of Governors. If such a majority cannot be obtained, independent legal counsel shall make such determination in a written opinion.

SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the member of the Board of Governors or Officer to repay such amount unless it shall ultimately be determined that the person is not entitled to be indemnified by the Association as authorized herein.

SECTION 6. The indemnification provided herein shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expense may be entitled as a matter of law. The indemnification provided in this Article IX shall continue as to a person who has ceased to be a member of the Board of Governors or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE X
AMENDMENTS

SECTION 1. This Constitution and Bylaws may be amended or repealed at any meeting of the Board of Governors by a two-thirds vote of the members present, provided that at least three (3) days written notice has been given to all members stating the proposed amendments.

ARTICLE XI
DISSOLUTION

SECTION 1. This Association shall continue in existence indefinitely unless two-thirds of the Members vote at a regular meeting to terminate the Association.

SECTION 2. Upon the dissolution of the Association the Board of Governors, after paying or making provisions for the payment of all the liabilities of the Association, shall distribute the assets of the Association to such organization or organizations as shall at the time be an exempt organization or organizations under Sec. 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue code) as the Board of Governors shall determine.

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