NMAMP By-Laws

BY LAWS
NEW MEXICO ASSOCIATION
OF
MORTGAGE PROFESSIONALS

Ratified by Membership May 5,2010

CONTENTS

Article Page Number

Contents ……………………………………………………………………………… 2-4

Article I Name, Location and Definitions

Section 1. Name……………………………………………………………………… 5

Section 2. Location…………………………………………………………………. 5

Section 3. Definitions……………………………………………………………… 5

Article II Purposes…………………………………………………………………… 6

Article III Membership

Section 1 Classification of Members………………………………………… 7

Professional……………………………………………………….. 7
Commercial Loan Originator ………………………………. 7
Loan Originator…………………………………………………. 7
Associate…………………………………………………………… 8
Affiliate……………………………………………………………. 8
Honorary…………………………………………………………… 8

Section 2. Application for Membership……………………………………… 8

Section 3. Resignation…………………………………………………………….. 8

Section 4. Termination of Membership…………………………………… 8-9

Section 5. Rights Upon Cessation of Membership………………………. 9

Section 6. Policies…………………………………………………………………… 9

Article IV Dues

Section 1. Dues Period……………………………………………………………. 9

Section 2. Dues Delinquencies…………………………………………………. 9

Section 3. Policies…………………………………………………………………… 9

Article V Membership Meetings and Voting

Section 1. Annual Meetings……………………………………………………. 10

Section 2. Monthly Meetings………………………………………………….. 10

Section 3. Special Meetings……………………………………………………. 10

Section 4. Voting………………………………………………………………….. 10

Section 5. Voting by Mail………………………………………………………. 10

Section 6. Quorum………………………………………………………………… 10

Section 7. Rules of Order………………………………………………………. 10

Section 8. Policies…………………………………………………………………. 10

Article VI Board of Directors

Section 1. Authority and Responsibility………………………………… 11

Section 2. Election of Directors and Terms……………………………. 11

Section 3. Qualifications for Membership on the Board………….. 12

Section 4. Additional Directors……………………………………………. 12

Section 5. Meetings and Quorums………………………………………… 12

Section 6. Proxies………………………………………………………………. 12

Section 7. Consent in Lieu of Personal Meetings……………….. 12-13

Section 8. Meetings by Telephone………………………………………… 13

Section 9. Meetings and Voting by Electronic Means…………….. 13

Section 10. Absence…………………………………………………………….. 13

Section 11. Resignation………………………………………………………… 13

Section 12. Vacancies…………………………………………………………… 13

Section 13. Removal of Board Members……………………………. 13-14

Section 14. Policies………………………………………………………………. 14

Article VII Officers

Section 1. Officers……………………………………………………………… 14

Section 2. Duties and Responsibilities of the Officers…………….. 14

President………………………………………………………. 14
President-elect………………………………………………. 14
Vice President……………………………………………….. 15
Secretary………………………………………………………. 15
Treasurer………………………………………………………. 15
Executive Director…………………………………………. 15

Section 3. Policies………………………………………………………………. 15

Article VIII Committees

Section 1. Executive Committee………………………………………….. 16

Section 2. Nominating Committee……………………………………….. 16

Section 3. Finance Committee……………………………………………… 16

Section 4. Membership Committee……………………………………….. 17

Section 5. Education Committee………………………………………….. 17

Section 6. Government Affairs Committee……………………………. 17

Section 7. Bylaws Committee……………………………………………… 17

Section 8. Ethics Committee…………………………………………… 17-18

Section 9. Special Committees…………………………………………….. 18

Section 10. Public Relation Committee…………………………………… 18

Section 11. Convention Committee………………………………………… 18

Section 12. Editorial, Publications and Forms Committee…………. 18

Section 13. Political Action Committee / Fundraising Committee 18-19

Section 14. Committee Quorums …………………………………………… 19

Section 15. Absence…………………………………………………………….. 19

Section 16. Vacancies…………………………………………………………… 19

Section 17. Voting……………………………………………………………….. 19

Section 18. Policies………………………………………………………………. 19

Article IX Amendments to the Bylaws and Articles of Incorporation

Section 1. Amendment to the Bylaws…………………………………… 20

Section 2. Amendment to the Article of Incorporation……………. 20

Section 3. Dissolution of Incorporation…………………………………. 20

Article X Non-Profit Character; Non-Liability of Members

Section 1. No Pecuniary Gain………………………………………………. 21

Section 2. Power to Acquire and Hold Property…………………….. 21

Section 3. Contracts, Checks, Deposits and Funds…………………. 21

Section 4. Bonding…………………………………………………………….. 21

Article XI Indemnification of Officers, Directors and Staff………. 22

Article XII Code of Ethics and Standards of Practice

Section 1. Adoption……………………………………………………………. 23

Section 2. Enforcement………………………………………………………. 23

Section 3. Code of Ethics……………………………………………………. 23

Section 4. Standard of Professional Practice………………………….. 23

Section 5. Policies………………………………………………………………. 23

Article XIII Effective Date of Bylaws………………………………………….. 23

ARTICLE I

NAME LOCATION AND DEFINITIONS

Section 1. Name: The name of this Association shall be the New Mexico Association of Mortgage Professionals, a nonprofit association incorporated in the State of New Mexico.

Section 2. Location: The offices of the Association shall be in such location as may be determined by the Board of Directors.

Section 3. Definitions:

Association: As used in these Bylaws, the word Association shall mean the New Mexico Association of Professionals.

Board of Directors: The term Board shall mean the Board of Directors of the New Mexico Association of Mortgage Professionals.

Bylaws: The Association Bylaws are designed to establish methods for the conduct of business, inform members of their rights and responsibilities, and to serve as an operational manual for the Association’s Board and staff in the discharge of the responsibilities.

Chair: The Chair is the leader of a committee, and shall reside over all committee meetings. The Chair shall not vote in committee proceedings, except in the case of a tie. Chairs are appointed or elected according to these Bylaws.

Commercial Loan Originator: Commercial Loan Originator shall mean a person who is not licensed as a Mortgage Loan Originator but is in the profession of making or negotiating the origination, placement or sale of a lien secured by real property used for commercial purposes.

Good Standings: For the purposes of these Bylaws the term “Good Standing” refers to any Member who is in compliance with all state and national requirements and whose dues are current.

Loan Originator: Loan Originator shall mean a person who is in the profession of making or originating loans for the purpose of financing residential real estate,islicensed, if required, as a Mortgage Loan Originator under State or Federal laws, and is employed by a Mortgage Loan Company, as defined in these Bylaws.

Mail: Mail shall mean to deliver by any means currently available, including all electronic methods of sending information as well as U.S. Mail or other forms of direct overland shipment of items or documents.

Member: The term “Member” refers to a member of this Association as classified in Article III.

Mortgage Loan Company: the term “ Mortgage Loan Company “ means any entity that is licensed under the New Mexico Mortgage Loan Company Act to engage in the business of residential mortgage lending and any entity that is in the business of residential mortgage lending but is exempt from licensing under this law.

Parliamentarian: A Parliamentarian is an expert or authority on the rules of parliamentary procedure. A Parliamentarian may be appointed according to these Bylaws. The Parliamentarian cannot vote or participate in Board discussion.

Pecuniary Gain: Occurs when earnings of the Association are used specifically for the exclusive benefit of a Director, Officer, Member or Private Individual.

Vacancy: A permanent opening of a position for any reason resulting from, but not limited to, resignation, death, removal from office, or inability to perform the duties of office.

Vice President: The Vice President shall be appointed as detailed in these Bylaws with the intent to become President-elect at the discretion of the President-elect when the current President-Elect assumes the office of President.

ARTICLE II

PURPOSES

The purposes of the Association shall be:

to promote the highest degree of professionalism for members and to provide ethical and professional standards against which mortgage professionals can be measured;

to provide an opportunity for the exchange of experiences and opinions regarding mortgage professionals and their profession, through education, study and communications;

to provide a forum for the development of common business interests and opportunities among members;

to collect and disseminate information and data relating to mortgage professionals and their profession;

to conduct and cooperate in drafting curricula for courses of study for persons desiring to improve their understanding of the mortgage market and their expertise as mortgage professionals;

to monitor and disseminate information on legislative and regulatory activity affecting members, present positions of the Association to Congress and Federal regulatory agencies where applicable, and promote a favorable legislative and regulatory environment for mortgage professionals, both on a national and local level;

to hold meetings and conferences for the improvement and education of members; and

to cooperate with related professions and industries to promote the profession of mortgage professionals and enhance the public perception thereof.

ARTICLE III

MEMBERSHIP

Section 1. Classification of Members: The Association shall have the following classes of members.

A. Professional: Membership in this classification shall be open to any individual who owns, manages or is employed by a Mortgage Loan Company or is licensed, if required, as a Mortgage Loan Originator in compliance with the Mortgage Loan Originator Licensing act (58-21 B NMSA) as delineated in these Bylaws, all Professional Members may vote in the general affairs of the Association and may serve on committees, as officers and as voting members of the Board of Directors.

B. Commercial Loan Originator: Membership in this classification shall be open to any individual licensed if, required by state or federal law, or acting as a Commercial Loan Originator, as defined in these Bylaws. As delineated in these Bylaws, all Commercial Members may vote in the general affairs of the Association and may serve on committees, as officers and as voting members on the Board of Directors.

C. Loan Originator: Membership in this classification shall be open to any individual who is licensed by the State of New Mexico to originate residential mortgage loans under the Mortgage Loan Originator Licensing act. Loan Originator Membership is not open to owners and managersqualified to be Professional, Commercial or Affiliate Members. Loan Originator Members shall not have a vote in the general affairs of the association, but may serve and vote on committees.

D. Associate: Individuals employed by a Mortgage Loan Company or an employee of an Affiliate Member. Associate Membership is not open to parties qualified to be Professional, Loan Originator, or Affiliate Members. Associate Members shall not have a vote in the general affairs of the Association, but may serve and voteon committees.

E. Affiliate: Affiliate Membership shall be open to Individuals, Partnerships or Corporations whose business is other than that of a Mortgage Loan Company, but having an interest in supporting mortgage professionals in general and the Association in particular. Affiliate Members shall not have a vote in the general affairs of the Association, but may serve and vote on the Board or Committees.

F. Honorary: Honorary Membership may be granted to any individual or business entity when, in the opinion of the Board, their actions are considered meritorious and/or they have provided a distinguished service to the profession of mortgage professionals or to the Association. Honorary members shall not pay dues and shall not have a vote in the general affairs of the Association, but may serve on committees.

Section 2. Application for Membership: Complete applications for membership shall be those that:

have all sections of the membership application complete;

include appropriate payment and application fee, where applicable; and

include such other information as requested, that will enable the Association to determine the qualifications of the applicant.

The eligibility of any member shall be evaluated by the Membership Committee who will make a recommendation for resolution to the Board within thirty (30) days of the date that the application is received at the NMAMP office. Member must also agree to comply with the Association’s Code of Ethics and Standards of Professional Practices, and abide by the Association’s Ethics and Professional Standards Review Process, and Bylaws. No candidate can apply directly to the National association of Mortgage Brokers.

Section 3. Resignation: A member may withdraw and/or resign from the Association at anytime. Any membership dues paid at the time of resignation are nonrefundable.

Section 4. Termination of Membership: Members in any membership classification may have their membership terminated for cause including:

Non-payment of dues, as referenced in Article IV, Section 3;

Conviction of a felony;

Revocation of their Mortgage Loan Originator or Mortgage Loan Company license; and

Publicly voicing an opinion not consistent with NMAMP’s position.

For any cause other than non-payment of dues, membership may be terminated with a two-thirds vote of the Board of Directors present at any meeting. The vote for removal shall occur only after the member has been advised of the pending Board action and has been given a reasonable opportunity for defense. Any member so removed may appeal the decision of the Board at the next annual business meeting of the Association, provided notice of the appeal has been given to the President and the Association Director at least thirty (30) days in advance of the meeting.

Section 5. Rights Upon Cessation of Membership: Upon cessation of membership, such former members shall not be entitled to any interest in the assets of the Association or any claim against the Association or its remaining members, relative to matters involving the Association.

Section 6. Policies: Left blank intentionally.

ARTICLE IV

DUES

Section 1. Dues Period: Membership in the Association shall be for one calendar yearstarting upon the acceptance of a properly completed application. Dues for all classes of membership, except Honorary, shall be established by the Board of Directors.

Section 2. Dues Delinquencies: Members’ dues shall be due and payable on a date determined by the Board. If a member is in arrears for more than 30 days, that member’s rights in the Association shall cease without further notice. Delinquent members, who subsequently pay their dues, may be reinstated at the discretion of the Membership Committee.

Section 3. Policies: Left blank intentionally.

ARTICLE V

MEMBERSHIP MEETINGS AND VOTING

Section 1. Annual Meetings: There shall be an annual meeting of the membership forthe transaction of such business as may be properly brought before the meeting. This meeting shall be held at the annual New Mexico Association of Mortgage Professionals state convention, or other such time and place as the Board shall determine. Notice of the annual meeting shall be mailed to the last recorded address for each member at least 30 days prior to the date of the meeting. The Annual Meeting shall be open to all classes of membership.

Section 2. Monthly Meetings: Regular monthly meetings shall be held with the general membership for the purpose of transacting regular business, the affirmation of Board action and providing education opportunities for the general membership. When voting on NMAMP business is necessary, a majority vote of Professional and Commercial members that are present and in good standing is required for approval.

Section 3. Special Meetings: A special meeting of the Association maybe called by the majority of the Board or the President or upon written request of 33% of the Association’s Professional & Commercial Members. Notice of any special meeting shall be mailed to each member at their last recorded address at least 30 days in advance of the meeting. The business to be transacted at such a special meeting shall be stated in a special notice, and no other business may be conducted at that time.

Section 4. Voting: Each Professional and Commercial Member shall be entitled to cast one vote on all matters brought before the membership at the annual, monthly or special meetings. There shall be no cumulative voting. Loan Originator, Affiliate, Associate and Honorary Members shall have no vote in the general affairs of the Association, but may serve and vote on Committees.

Section 5. Voting by Mail: Voting on all matters, including amendments to the Bylaws and Articles of Incorporation may, at the discretion of the Board, be conducted by mail ballot, provided that all matters or amendments to be voted upon have been mailed to the appropriate members at least 10 days prior to the counting of the ballots.

Section 6. Quorum: A majority of those voting members present at any membership and monthly meeting shall be considered a quorum for the purpose of transacting business.

Section 7. Rules of Order: Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Association, its Board and Committees, in all instances wherein its provisions do not conflict with these Bylaws.

Section 8. Policies: Left blank intentionally.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. Authority and Responsibility: The governing body of the Association shall be its Board of Directors (Board). The Board shall have supervision, control and direction over all the ordinary business affairs of the Association, its Committees and publications. It shall determine the Bylaws, actively promote the Association’s objectives and supervise the disbursement of its funds. The Board may adopt rules and regulations for the conduct of its business, as shall be deemed advisable and not otherwise in conflict with these Bylaws, and may, in the execution of powers granted, delegate certain of its responsibilities and authority to an Executive Director.

Section 2. Election of Directors and Terms: The Board shall be elected from Members in good standing and shall consist of Officers and Directors chosen as follows.

There shall be a minimum of six (6) and a maximum of twelve (12) Directors of the Association, exclusive of Officers and all other seats empowered by these Bylaws. All Directors shall serve two (2) year rotating terms, with one-half (1/2) being elected annually. If the Board is expanded by more than one (1) Director in any year then the Directors term expiration would be staggered. When the number of Directors exceed six (6) the Board will set the term expiration(s) such that no Director’s term exceeds two years and that no more than one-half (1/2) of the Directors terms expire in any one year. Each newly-elected Director shall take office on June 1 immediately following the annual meeting and serve for their specified term or until their successor is elected.

All Officers shall also be members of the Board of Directors by virtue of their office. Directors elected to Officer positions must vacate their positions as Directors. All Officers serve one-year terms.

The President shall chair all meetings of the Board. The President shall succeed to the office of Immediate Past President upon completion of the full term of office. If the President-elect for any reason does not succeed to the office of President, the Vice President shall be elevated to the office of President. The position of Vice President shall then be filled by procedures outlined in these Bylaws. The President may appoint qualified individual(s) as the Parliamentarian.

Past Presidents may serve as Honorary, non-voting, Board Members. Their term of office shall begin immediately following the end of their term of office as Immediate Past President and shall continue indefinitely.

Section 3. Qualifications for Membership on the Board:

President-elect: Must be a Professional Member and have served as an NMAMP Officer or Director

Vice President: Must be a Professional Member and have served as an NMAMP Officer or Director

Secretary: Must have served on a committee

Treasurer: Must have served on a committee

Board Member: Must be a Professional, Commercial or Affiliate Member in good standing

Section 4. Additional Directors: The Board shall have the authority to authorize additional individual Director positions, without voting rights, for the purpose of allowing representation on the Board by members other than Professional, Commercial or Affiliate Members. Such positions shall meet the Board-established criteria. Such appointments must be renewed on an annual basis.

Section 5. Meetings & Quorums: The Board shall meet at regular intervals between Annual Meetings upon the call of the President at such time and places as he/she may designate and shall be called to meet upon demand of a majority of its members.

Notice of all face-to-face Board meetings shall be sent to each Board Member at least seven (7) days in advance of such meeting. The notices may be delivered by mail, as defined by these Bylaws. Notice of all non face-to-face meetings (Teleconference or Electronics Media Meetings) shall be sent to each Board Member at least three (3) business days in advance of such meetings and would require the consent of a majority of the eligible voting members of the Board. The notice shall be delivered by fax or email.

The majority of the total number of voting Board Members currently sitting shall constitute a quorum at any duly-called meeting for the purpose of transacting business. Any action receiving a majority vote of those present shall be deemed an affirmative vote by the Association’s Board, unless otherwise stated in these Bylaws.

Section 6. Proxies: Any Board of Director who is absent from all or any portion of any Board meeting, must appoint a Professional or Commercial member in good standing who shall have proxy voting power authority on any matter on which the Director could have voted if he/she had been present. To be effective, such appointments shall be in writing, signed by the appointing Director and filed with the presiding President of the Board meeting.

Section 7. Consent in Lieu of Personal Meeting: Any action required or permitted to be taken at any meeting of the Board or any meeting of a Committee duly-appointed by the President or Board may be taken without a meeting, without prior notice and without a vote. Such action must be evidenced by one or more written consents describing the action taken and signed by all members of the Board or Committee. The action taken is effective when the last member signs the consent. These consents are to be filed with the minutes in the Associations office.

Section 8. Meeting by Telephone: Members of the Board or any Committee duly-appointed by the President or Board may participate in any meeting by conference telephone or similar communication equipment by which all persons participation in such telephone call meeting can hear each other. Participation in such a meeting, pursuant to this section, shall constitute presence of a person at such meeting. Telephone voting is allowed only when the entire meeting has been conducted by telephone.

Section 9. Meeting and Voting by Electronic Means: The President has the authority to convene an official meeting of the Board by videoconference or electronic meeting room provided there is at least 3 business days advance notice. Voting by email shall be permitted. The approval of items voted on by email would require the approval of a majority of the total voting members of the Board. The Parliamentarian shall count the votes and immediately advise the Board of the results.

Section 10. Absence: Any member of the Board unable to attend a face-to-face meeting of the Board or Committee shall notify the President by mail, as defined in these Bylaws, stating the reasons for absence. If an Officer or Director is absent from two (2) consecutive face-to-face meetings, for reason which the Board shall determine to be insufficient, said Officer’s or Director’s resignation shall be deemed to be rendered and accepted, and the individual shall be so notified.

Section11. Resignation: Any Director or Officer may resign, at any time by notifying the President and the Executive Director by mail, as defined in these Bylaws. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof, as determined by the Board of Directors.

Section 12. Vacancies: Vacancies on the Board shall be filled by nomination by the President and confirmed by a majority of the Board. Appointees shall complete the term of office vacated.

Section 13. Removal of Board Members: A Board member may be removed for cause by a three-fourths (3/4) vote of the voting members of the Board. The definition of “cause” shall include, but not be limited to: (i) conviction of a felony involving financial malfeasance; (ii) subversion of acts of the Board; (iii) a breach of a Board member’s fiduciary duty; (iv) a violation of the Association’s Code of Ethics; (v) causing harm to the Association or publicly making disparaging statements about the Association or the Association’s Board; or (vi) inability to perform the duties of office. The vote to remove a Board member, other than for absence at meetings or for conviction of a felony, can occur only after the Board member has been advised of their pending removal and has been given a reasonable opportunity to respond to the Board. Any Board member may appeal the decision of the Board to the Bylaws Committee, provided notice of the appeal has been given to the President, Chair of the Bylaws Committee and the Executive Director within (30) days of the decision. The appeal process must be completed by the Bylaws Committee within thirty (30) days from the notice of appeal.

Section 14. Policies: Left blank intentionally.

ARTICLE VII

OFFICERS

Section 1. Officers: The Officers of the Association shall be elected by voting membership of the Association, except the President and Immediate Past President, who shall ascend to their offices as provided in the Bylaws. Elected Officers shall be those of President-elect, Vice President, Secretary and Treasurer. All elected Officers shall serve for one-year terms. Each newly-elected Officer shall take office June 1, following their installation at the Annual Meeting, and shall serve for their specified term or until their successor is elected. Other than the Secretary, Treasurer, and the Vice President, no Officers, except in the case of a person appointed to an unfilled vacancy, shall be eligible for reelection to the same office in the following year.

Section 2. Duties and Responsibilities of the Officers:

President: The President shall be the Chief Elected Officer of the Association and shall serve as Chairman of the Board. The President shall be recognized as the spokesperson of the Association, but shall be empowered to name a designee. The President shall also serve as an Ex-officio Member of all Committees, except the Nomination Committee, and shall recommend appointments to the Special Committees. The President shall have the right to vote only in case of tie votes.

At the Annual Meeting of the Association and at such other times deem proper, the President shall communicate to the Members such matters and make suggestions as may tend to promote the welfare and increase the usefulness of the Association. The President shall perform such other duties as are necessarily incident to the Office of President, or as may be prescribed by the Board.

President-elect: It is intended that the President-elect succeed to the Presidency. The President-elect may appoint Vice Chairs to all standing Committees with the exception of Finance, Bylaws and Nominating. The President-elect shall perform such duties as are delegated or assigned by the President of the Board, and shall perform the duties of the President in the event that that individual is unable to act or vacates the office. If the President vacates the office, the President-elect shall succeed to the office of President and will continue to occupy the office for the duration of their official terms.

Vice President: The Vice President shall be responsible for undertaking studies and activities necessary to prepare for the President-elect and President positions. The Vice President shall have such powers and duties as may be prescribed by the Board. It is intended that the Vice President succeed to the President-elect.

Secretary: The Secretary shall be responsible for keeping accurate recording of proceedings of meetings of the Membership, the Board, and all Committees. The duties of the Secretary may be further specified by the Board and may be delegated to the Executive Director.

Treasurer: The Treasurer shall have charge and custody of all funds of the Association, shall deposit the funds as required by the Board, shall render a written financial report, in addition to other reports and accounting to the Members as required by the Board or by law. All funds shall be deposited in the name of the Association. Routine duties of the Treasurer may be delegated to the Executive Director.

The fiscal year of the Association shall be from January 1 through December

31The Treasurer shall arrange an audit of the books and records of the

Association annually by a Certified Public Accountant and a copy of the audit

shall be provided to the Board of Directors within three (3) months of the end of

the fiscal year. The audit shall be available at the Office of the Association for

inspection by any member during normal business hours.

Executive Director: The Executive Director shall be appointed by and responsible to the Board. The Executive Director shall serve under such terms and conditions of retention or employment as shall be specified in writing. The Executive Director shall be an ex-officio, non-voting member of the Board and Committees. The Executive Director shall coordinate the activities of the Association, act as spokesperson for the Association at such times as designated by the President, and perform any other services that may assigned by the President or the Board. The Executive Director shall employ and may terminate the employment of members of the staff, as necessary, to carry out the work of the Association. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Association.

Section 3. Policies: Left blank intentionally.

ARTICLE VIII

COMMITTEES

Section 1. Executive Committee: The Executive Committee may act in place and instead of the Board between board meetings, on all matters except those specifically reserved to the Board by the Board or these Bylaws. Action of the Executive Committee shall be reported to the Board by mail, as defined in theses Bylaws, or at the next board meeting. The Executive Committee shall consist of the elected Officers, the Immediate Past President and the Executive Director.

Section 2. Nominating Committee: The Nominating Committee shall be chaired by the Immediate Past President. The Nominating Committee consists of a Chair and at least one other member who are appointed by the President. Nominees to the Committee must have been a Professional member of NMAMP for at least three (3) years and attended at least one Annual Meeting in the last two years and a monthly meeting in the last twelve (12) months. Knowledge of the Association and Member’s ability and willingness to serve the Association should be the primary criteria for selecting nominees of the Nominating Committee.

With the exception of the Immediate Past President, who serves as chair, all other voting members of the Board are ineligible to serve on the Committee. Board members whose terms end prior to the next election cycle are eligible to sit on the Nominating Committee. The Nominating Committee shall comply with the guidelines of these Bylaws. The Committee shall nominate one candidate to fill each position, with the exception of President, President-elect and Immediate Past President, whose term will be filled by these Bylaws. All nominees shall be consulted to determine their willingness to undertake the duties of the position to which the Committee shall nominate them. The Chairperson will then present to the current Board for approval of nominees.

It shall be the duty of the Chairperson to see that nomination ballots are ready and sent to all voting members thirty (30) days, with a second notice of nomination, fifteen (15) days prior to the Annual Meeting of the Association. Ballots shall be sent via mail and/or fax to the last known address of the voting member. Results of the balloting will be reported at the Annual Meeting. Ballots will be retained for ninety (90) days. If the election is not contested under the Bylaws of the Association within (90) days of the announcement, said ballots will be destroyed.

Section 3. Finance Committee: The Finance Committee shall be chaired by the Treasurer. The Committee shall consist of the President and President-elect. The member’s term begins with the installation at the Annual Meeting, and they shall serve for a term of one year or until their successors are appointed. They shall prepare and submit recommendations for approval by the Board for the orderly allocation (budgeting), receipt and expenditure of the Association’s funds. The Committee shall also, from time to time, review dues, contributions and assessments, to assure that the Association meets its financial needs and obligations.

Section 4. Membership Committee: The President shall appoint a chairperson who is responsible for naming at least two (2) other members in good standing with the Association. Its responsibilities shall include the implementation of an annual Membership promotion campaign. It shall also have responsibility for assuring that Membership applications meet the minimum criteria as prescribed in these Bylaws, and shall review and propose changes in Membership requirements for each Class of Membership and recommend changes in the dues structure to the Board. The Member’s term begins with the installation at the Annual Meeting. The Chairperson and Members shall serve for a term of one year, and/or until their successors are appointed.

Section 5. Education Committee: The President shall appoint a chairperson who is responsible for naming at least two (2) other members in good standing with the Association. It is responsible for creating, monitoring, updating, revising, distributing, and establishing standards for the Association’s educational services. The Member’s term begins with the installation at the Annual Meeting. The Chairperson and Members shall serve for a term of one year, and/or until their successors are appointed.

Section 6. Government Affairs Committee: The President shall appoint a chairpersonwho is responsible for naming at least two (2) members in good standing with the Association. The Committee shall monitor and disseminate information on legislative and regulatory activity affecting members, develop position statements for Board approval, and promote a favorable legislative and regulatory environment for mortgage professionals. The Member’s term begins with the installation at the Annual Meeting. The Chairperson and Members shall serve for a term of one year, and or until their successors are appointed.

Section 7. Bylaws Committee: The President shall appoint a Bylaws Committee Chairperson. The Committee Members shall consist of no fewer than three (3) Members in good standing with the Association. Nominees to the Bylaws Committee must have been members of NMAMP for at least three (3) years.

Section 8. Ethics Committee: The Ethics Committee shall be composed of at least three (3) Professional or Commercial Members in good standing, including the Chairperson. The Ethics Committee is responsible for establishing, maintaining and upholding the standards of ethical service as described in the Association’s Code of Ethics adopted from NAMB ethics committee handbook March 2007 and Standards & Professional Practices. The President shall appoint the Chairperson of the Committee, who is responsible for naming at least two (2) other Members, in good standing with theAssociation, from within the Professional or Commercial Membership of the Association. The Ethics Committee Members cannot be sitting Board Members, except the Chairperson. The Chairperson and Members shall serve for a term of one year, beginning with the installation at the Annual Meeting, or until their successors are appointed.

The Ethics Committee, in accordance with and subject to the provisions of these Bylaws, shall adopt procedures governing the investigation and hearing of charges of misconduct brought against Members serving on Association Committees. It shall be their duty to refer such findings and any recommendations to the Board for final adjudication.

Section 9. Special Committee: There shall be such other Committees as the President and Board may annually establish for the efficient operation of the Association’s business. The Chairperson and Members of such Committee shall be appointed by the President and confirmed by the Board, and shall serve until their task is completed and they have made their final presentation to the Board, or until the installation of leadership at the Association’s Annual Meeting.

Section 10. Public Relations Committee: The Public Relation Committee shall comprise at least three (3) Members in good standing, including the Chairperson. The Public Relations Committee may, after Board’s approval, initiate publicity programs directed toward making the title of Mortgage Professionals respected by the public and elimination any impression before the public that is detrimental to the Association Members. The President shall appoint the Chairperson of the Committee, who is responsible for naming at least two (2) other Members, in good standings from within the Membership of the Association. The Member’s term begins with the installation at the Annual Meeting. The Chairperson and Members shall serve for a term of one year, and/or until their successors are appointed.

Section 11. Convention Committee: The Convention Committee shall comprise at least three (3) members in good standing, including the Chairperson. The Convention Committee shall be responsible for planning the Annual Meeting and convention of the NMAMP. The President shall appoint the Chairperson of the Committee, who is responsible for naming at least two (2) other Members from within the Membership of the Association. The Member’s term begins with the installation at the Annual Meeting. The Chairperson and Members shall serve for a term of one year, and/or until their successors are appointed.

Section 12. Editorial, Publications and Forms Committee: The Editorial, Publications and Forms Committee shall comprise of at least three (3) Professional or Commercial Members in good standing, including the Chairperson The Editorial, Publications and Forms Committee shall solicit, review, edit and recommend content for official publications and forms. The Editorial, Publication and Forms Committee shall be responsible for continue development and updating of the Association Web Site. The President shall appoint the Chairperson of the Committee, who is responsible for naming at least two (2) other Members from within the Membership of the Association. The Member’s term begins with the installation at the Annual Meeting. The Chairperson and Members shall serve for a term of one year, and/or until their successors are appointed.

Section 13. Political Action Committee or Fundraising Committee: The Political Action Committee shall be composed of at least three (3) Members in good standing, including the Chairperson. The Political Action Committee shall develop long-range plans under the guidance of the NAMB Political action committee Organization and Fundraising Handbook (adopted 2002) to further the purpose of the Association. The President shall appoint the Chairperson of the Committee, who is responsible for naming at least two (2) other Members from within the Membership of the Association. The Member’s term begins with the installation at the Annual Meeting. The Chairperson and Members shall serve for a term of one year, and/or until their successors are appointed.

Section 14. Committee Quorums: For any regularly scheduled or called meeting of a Committee, the presence of a majority of Members shall constitute a quorum. A simple majority of those present and eligible to vote shall be necessary to pass a motion. Unless authorized by other Articles of these Bylaws, the Chairperson of the Committee shall not be entitled to vote except in case of a tie.

Section 15. Absence: Any Committee Member who is unable to attend a meeting shall notify the Committee Chairperson stating the reason attendance is not possible. If a Committee Member is absent from three (3) consecutive meetings within the term they were appointed, the Committee Chairperson may make a recommendation to the President for the Member’s removal from the committee and that a suitable replacement be appointed.

Section 16. Vacancies: When vacancies exist on a Committee they shall be filled in the same manner the original appointee was chosen unless otherwise stated in these Bylaws.

Section 17. Voting: Unless otherwise indicated above:

Committees shall be chaired by members from the Professional and Commercial Classifications

Membership on committees may include members from any classification; and

Committee members may vote on committee matters.

Section 18. Policies: Left blank intentionally.

ARTICLE IX

AMENDMENTS TO THE BY-LAWS

AND ARTICLES OF INCORPORATION

Section 1. Amendments to the Bylaws: These Bylaws Articles may be adopted, amended or repealed, by affirmative majority vote of the Professional and Commercial Members of the Association present and voting at any duly-called meeting of the Membership, provided that a copy of any proposed amendments be mailed, as defined in these Bylaws, at least thirty (30) days before the date of such meeting.

Section 2. Amendment to the Articles of Incorporation: Amendment to the Articles of Incorporation shall be made in the following manner. The Board shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote of the Membership at any Annual or Special Meeting, or such a vote may be conducted by mail, as defined in these Bylaws.

Written notice setting forth the propose amendment or a summary of the changes to be effected thereby shall be given to each Professional and Commercial Member at least thirty (30) days prior to voting.

The proposed amendment shall be adopted upon receiving a majority vote of the Professional and Commercial Members. If the vote is conducted by mail, two-thirds (2/3) of the votes received shall be required to adopt the proposed amendment, provided that at least three-quarters (3/4) of the Professional and Commercial Members shall have voted.

All changes shall be in full force and effect until the next Annual Meeting of the Membership at which time the Membership shall take appropriate action on any and all amendments made to these Articles.

Note: The Bylaws and Articles of Incorporation must conform to each other.

Section 3. Dissolution of Incorporation: Upon dissolution of this organization, all assets shall be distributed for one or more exempt purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the State of New Mexico or other local government, for a public purpose.

ARTICLE X

NONPROFIT CHARACTER: NON-LIABILITY OF MEMBERS

Section 1. No Pecuniary Gain: It is expressly understood that the Association is not formed for profit and does not contemplate pecuniary gain or profit. In the event of net earnings, no part shall inure to the benefit of any member, private individual or person which would prevent the Association from being treated as a tax exempt corporation by the Internal Revenue Code. The Association does not afford any pecuniary gain, incidentally or otherwise, to its Members, Directors or elected Officers. In addition, the NMAMP Board may make exception to this rule based on the needs of the Membership and Association. There shall be no personal liability of Officers, Directors or Members for Association obligations.

Section 2. Power to Acquire and Hold Property: The Association shall be authorized to acquire by grant, gift, purchase, devise or bequest, and to hold and dispose of such property of the Association shall require, subject to such limitations and as may be prescribed by law, for the benefit of the Members and not for pecuniary profit.

Section 3. Contracts, Checks, Deposits and Funds:

(a) Contracts: The Executive Director and any other Officer of the Association, as the Board may specifically authorize, may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority for Officers, other than the Executive Director, shall be confined to specific instances and must be authorized in writing.

(b) Checks, Drafts, Etc.: All checks, drafts or orders for payment of money, notice or other evidence of indebtedness issued in the name of the Association shall be signed by the Treasurer or such Officers or Agents of the Association and in such manner as shall from time to time be determined by resolution of the Board.

(c) Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in a Federally Insured Bank, or other depository, as the Board may select.

Section 4. Bonding: The Treasurer, the Executive Director, and any other person entrusted with the handling of funds or property of the Association may, at the discretion of the Board, be required to furnish, at the expense of the Association, a fidelity bond approved by the Board in such sum as the Board shall prescribe.

ARTICLE XI

INDEMNIFICATION OF OFFICERS,

DIRECTORS AND STAFF

Every Director, Officer, Staff Member or Member of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such persons in connection with any proceeding to which such persons may be made a party, or in which such persons may become involved, by reason of such persons being or having been a Director, Officer, Staff Person, Member or Agent of the Association, or any settlement thereof, whether or not such person is a Director, Officer or Staff Member at the time such expenses are incurred, except in such cases wherein the person is adjudged guilty of willful misfeasance or malfeasance in the performance of the duties of the office. Provided however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Association. The foregoing right of indemnification herein shall be in addition to and not exclusive of all other rights to which such Directors, Officers, Staff Members, Members or Agents may be entitled.

ARTICLE XII

CODE OF ETHICS

and

STANDARDS OF PROFESSIONAL PRACTICE

Section 1. Adoption: The Association shall adopt a Code of Ethics and a set of Standards of Professional Practice and provide for a continuous revision so as to keep pace with developments in the profession and be consistent with Sate and Federal laws regulating trade and professional associations.

Section 2. Enforcement: The organization may adopt from time to time such policies and procedures, including hearings, as may be deemed legal and appropriate to enforce member adherence to the Code of Ethics and Standards of Professional Practice.

Section 3. Code of Ethics: The responsibility of the Board and its Members relating to the Code of Ethics, the disciplining of Members and the organization and procedures incident thereto, shall be governed by the Code of Ethics as from time to time amended, which by this reference is made a part of these Bylaws.

Section 4. Standard of Professional Practice: The Association will develop and adopt a “Standards of Professional Practice” which will be published through the use of various trade publications as well as the public media.

Section 5. Policies: Left blank intentionally.

ARTICLE XIII

EFFECTIVE DATE OF BYLAWS

These Bylaws shall become effective in force at the time of their adoption.