BY-LAWS
OF
MORTGAGE BANKERS ASSOCIATION OF MISSOURI

Section 1. The purposes of this Association shall be to preserve and improve the mortgage banking business and to encourage its use in the making and servicing of mortgage loan investments; to encourage among its members sound business practices and methods in the making, marketing and servicing of real estate mortgage loans; to inform its members of changes in mortgage laws and as to pending legislation affecting the real estate and mortgage business; to sponsor educational meetings for the discussion of real estate mortgage problems; to cooperate with public and private agencies in the establishment of sound real estate practices; and such other matters as from time to time may be approved by the Board of Governors.

Section 1. Any person, firm or corporation engaged, directly or indirectly, in the mortgage lending business and having a home office in the State of Missouri, and any representative within the State of Missouri of a firm or corporation engaged directly or indirectly, in the mortgage lending business having its home office outside the State of Missouri, shall be eligible to become a Regular Member or an Associate Member of this Association upon election to Regular or Associate Membership in the manner specified by these By-Laws.

Section 2. There shall be two classes of members of the Association, Regular Members and Associate Members, and the qualifications for eligibility for membership as a Regular and Associate Member are as follows:
 All members, both Regular and Associate, must hold concurrent membership in the local mortgage bankers association in their respective area.
 Members in the eastern half of the state are required to be members of the Mortgage Bankers Association of St. Louis. Members in the western half of the state are required to be members of the Mortgage Bankers Association of Greater Kansas City. Each member shall hold the same class of membership, Regular or Associate, in the Mortgage Bankers Association of Missouri as the member holds in its local association. The requirement for local membership may be waived by the Board of Governors for members or applicants for membership who are outside the St. Louis or Kansas City metropolitan area or out-of-state or who have retired from active business.

Section 3. Membership into this Association shall be automatic upon an applicant being granted membership into the Mortgage Bankers Association of Greater Kansas City or the Mortgage Bankers Association of St. Louis. When this Association waives the requirement that the applicant be a member of either the Mortgage Bankers Association of Greater Kansas City or the Mortgage Bankers Association of St. Louis, applicants for memberships shall furnish such information as shall be required in the written application form prescribed by the Board of Governors. All applications for any class of membership shall be endorsed and recommended by not less than two Regular Members. All applications for membership shall be filed in writing with the Secretary of the Association who shall immediately refer them to the Chairman of the Membership Committee for investigation and recommendation to the Board of Governors. The Board of Governors, at its next regular meeting, shall consider the application for membership. A majority of favorable votes of the entire Board of Governors shall be necessary for approval. It is hereby specifically provided that the Board may vote by mail on each application, such vote to be conducted by the Secretary. The results of such vote will be disclosed by the President either at the next Board meeting or by mail, but in any event not later than fifteen (15) days after said vote is tabulated.

Section 4: If an applicant is approved by a vote of the Board of Governors, the Secretary shall promptly give written notice of such determination to each Regular Member of the Association. The Regular Members shall have the right, in writing by mail, to challenge the admission of such applicant. Such challenge or challenges must be received by the Secretary within 15 days of the original notice. If unchallenged the Secretary shall declare such applicant duly elected to membership. Any appropriately filed challenge will be reviewed by the Board of Governors at its next regular meeting. A second vote will be held and the majority opinion will be binding. Notice of admission shall be sent by the Secretary to the applicant, which notice, when sent, shall be held as acceptance of membership and agreement to be bound by the Articles of Incorporation and the By-Laws of the Association. Any application rejected may not be resubmitted for a period of six (6) months.

Section 5. The Board of Governors, on its own motion or on a complaint filed with it, may cite any member of the Association to appear before it for any alleged act or unethical practice or conduct, directly or indirectly, injurious to the interest or welfare of the Association or at variance with its By-Laws. Should a complaint be made by a member, it shall be in writing and signed by such member. The Secretary, at the direction of the Board of Governors, shall, in writing, notify the member at said member’s last known address of such charge or charges, giving the member at least ten (10) days notice to appear before the Board of Governors to answer thereto. The member so cited may, if said member elects, be represented by counsel at any hearing thereon. The investigation of such charges shall be conducted in such a manner as the Board of Governors may see fit and, if upon inquiry and hearing, the Board of Governors shall be satisfied that the cited member is guilty of such charges, it may censure and suspend such member or, if in its judgment, the interest of the Association demands such action, it may ask such member to resign or may expel such member, which action shall carry with it the cancellation of the member’s membership certificate. The action of the Board of Governors shall be final.

Section 6. The membership of any Regular or Associate Member firm or corporation shall be cancelled automatically three (3) months after the sale or transfer of its majority ownership interest, unless prior to the sale or transfer information regarding the new ownership shall have been furnished in writing to the Board of Governors and the new ownership shall have been approved by the Board of Governors.

Section 7: Associate Members shall not be entitled to voting privileges. Each Regular Member shall be entitled to one vote. The voting delegate of each corporation or firm shall be designated in writing to the Secretary of the Association. Membership as a Regular Member or an Associate Member shall not be transferable.

Section 1. Applicants for membership shall pay an initiation fee as determined by the Board of Governors, which fee shall accompany the written application for membership.

Section 2. The annual dues of this Association for each fiscal year for all members shall be determined by the Board of Governors and shall be due and payable within thirty (30) days after billing. The Association may arrange for payment of dues through the local mortgage bankers association in St. Louis and Kansas City. Any member whose dues are not paid within thirty (30) days when the same are billed directly or through a local association may be declared delinquent and a member not in good standing, and shall be denied the privilege of voting. If said delinquency shall continue for a further period of sixty (60) days, said member shall be dropped from the rolls and any further consideration for membership shall be at the discretion of the Board of Governors.

Section 3: Dues of any member admitted during the year shall be collected in advance and prorated monthly, based on the remaining number of months in the fiscal year.

Section 4. Notwithstanding the previous 3 sections of this Article, the Board of Governors may determine annually to charge a flat fee to the Mortgage Bankers Association of Greater Kansas City and to the Mortgage Bankers Association of St. Louis in lieu of the dues to be paid by each member in which event, the action called for in the previous 3 sections will be suspended for that year.

Section 1: The affairs of the Association shall be managed by a Board of Governors which shall consist of:
a) Sixteen (16) members elected as provided in Article VII for a 4-year term each, and
b) In the event the Presidents of the Mortgage Bankers Association of Greater Kansas City, and the Mortgage Bankers Association of St. Louis are not members of the Board of Governors of this Association at the time of their installation as President of their respective local organization, then, they shall be additional members until either they are elected to the Board of Governors of this Association, or cease being the President of their local organization. The initial Board of Governors elected at the first meeting shall be divided into four groups: Four members shall be elected for a 4-year term; four members shall be elected for a 3-year term; four members shall be elected for a 2-year term; and four members shall be elected for a 1-year term. Thereafter, at each annual election, four members shall be elected for a 4-year term. The Board of Governors shall elect from their number a Chairman, Vice-Chairman, Treasurer and Secretary. The officers of the Association and members of the Board of Governors shall be Regular Members. The term of office for each officer shall run for a 1-year period.

Section 2. The Board of Governors may fill any vacancy among their members at any regular or special meeting of the Board. The Board of Governors shall hold a regular meeting for the transaction of business at least once in each half of the fiscal year of the Association and may hold, in addition, such other regular meetings as the Board may, from time to time, determine. At the call of the Chairman, upon ten (10) days written notice, the Board shall meet on such day and at such hour and place as he shall decide. Eight members shall constitute a quorum for the transaction of any business that may come before the meeting, and, unless otherwise specified by the By-Laws, the majority of those present shall control.

Section 3. The Advisory Committee shall consist of all past Chairmen of the Association who are members in good standing and shall have the same voting rights and privileges as the other members of the Board.
 Any members of the Advisory Committee who at the time of their retirement or disassociation from the Mortgage Banking Profession were active members of this Association, shall be declared Honorary Life Members, subject to the review and approval of the Board of Governors at the first regular meeting of each calendar year.
 Honorary Life Members shall be entitled to attend all of the meetings and social functions of the Association, including Board of Governors meetings, but shall have no vote therein.
 Any Honorary Life Member who at a future time shall again become a regular member of this Association or be associated with a regular member who is in good standing, will automatically regain membership on the Advisory Committee and no longer will be an Honorary Life Member.

Section 4. The Board of Governors shall have the duty and power to control and manage all affairs of the Association; may provide for the periodic audit of the Treasurer’s books; 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 charter.

Section 5. The Board of Governors shall have the authority to employ a President and establish an Association office. The duties of the President shall be determined by the Board of Governors.

Section 6. The Board of Governors, by an affirmative vote of 3/4ths of the governors voting, shall have the authority to remove any officer of the Association or dismiss any member of the Board of Governors from the Board whenever in the judgment of the Board the best interest of the Association will be served. Such action shall be after notice to and an opportunity to be heard from the officer or member of the Board of Governors who is to be removed or dismissed.

Section 1. The Chairman shall preside at all meetings of the Association and the Board of Governors. The Chairman shall appoint all committees and designate committee chairmen. Committee membership shall run concurrently with the Chairman’s term. The Chairman shall be an ex officio member of all Committees. He shall countersign all Certificates of Membership; shall enforce the By-Laws; and shall, with the Secretary or Treasurer, sign all written contracts and obligations of the Association approved by the Board of Governors.

Section 2. The Chairman shall not be eligible to succeed himself. Nothing in this section shall prevent the election of a Chairman who has been elected to serve the unexpired term of his predecessor in office, nor the election of a person who has, more than one term previously, formerly served as Chairman.

Section 3. In case of the temporary absence or disability to act of the Chairman, the Vice Chairman shall perform the duties of the Chairman, including presiding over meetings. In the case of the temporary absence or disability to act of the Chairman or the Vice Chairman, the Treasurer shall perform the duties of the Chairman. In the event that neither the Chairman nor the Vice Chairman shall be able to act, the Board of Governors shall have the power to appoint one of its members to act as president pro tempore. The Vice Chairman shall also perform such duties as the Board of Governors may direct.

Section 4. The Treasurer shall send notices to the regional associations and/or to members of dues and accounts payable. He shall receive and receipt for all monies belonging to or receivable by the Association and shall disburse the same in such manner as shall be determined by the Board of Governors. He shall keep a correct record of an account for all monies coming into his hands and all disbursements, and shall make a report thereof at the annual meetings of the Association and at such other times as the Board of Governors may direct. The Treasurer shall prepare an annual budget of anticipated income and expenses within forty-five (45) days from the beginning of each fiscal year or as often as may be necessary, and submit the same to the Board of Governors for their approval. He shall perform all duties incident to the office of Treasurer, subject to the control of the Chairman and the Board of Governors. All funds shall be deposited in a bank in the name of the Association as the Board of Governors may direct. Such funds may be withdrawn in accordance with resolution adopted by the Board of Governors, provided that each check shall be subject to countersignature of another officer.

Section 5. The Secretary shall keep an accurate list of the members of the Association. He shall keep minutes of the proceedings of the Association and the Board of Governors which shall at all reasonable times be opened for inspection by members of the Association. He shall notify applicants of their election to membership; shall issue Certificates; shall have charge of all files and records and the general books of account; and shall be the custodian of the seal of the Association. He shall perform all duties incident to the office of Secretary, subject to the control of the Chairman and the Board of Governors.

Section 6. The Board of Governors shall fill any vacancy in the offices of Chairman, Vice Chairman, Treasurer or Secretary by a vote of the majority of those present at any regular or special meeting of said Board of Governors. Any officer so elected shall hold office until his successor is elected and certified.

Section 1. The Annual Meeting of the Association shall be held no later than September of each year at such time and place as may be designated by the Chairman. At least fifteen (15) days written notice of the date and place of the Annual Meeting shall be given by the Secretary to all members of the Association.

Section 2. In addition to the Annual Meeting, special meetings of the Association may be called at any time by order of the Chairman or by a majority of the entire membership of the Board of Governors. At least fifteen (15) days written notice of the date and place of any special meetings shall be given by the Secretary to all members of the Association.

Section 3. The presence of ten (10%) percent or more of the Regular Members shall constitute a quorum for all purposes at meetings of the Association.

Section 4. The fiscal year of the Association shall commence on the first day of the month of January and end on the last day of the month of December.

Section 1. The election of officers and members of the Board of Governors shall be by ballot at the Annual Meeting of the Association held no later than September of each year. At least sixty (60) days prior to the annual meeting of each year the Chairman will appoint a Nominating Committee, consisting of himself and the three immediate past presidents who are active in the mortgage lending business. The Nominating Committee shall proceed with the selection of candidates for each office or position on the Board of Governors, to be filled. The Nominating Committee shall report at the annual meeting and shall nominate at least one candidate for each office and each position on the Board of Governors to be filled. Additional candidates may be nominated by the membership from the floor.

Section 2. A majority of the votes cast for each office and each position on the Board of Governors shall be required to elect a candidate. In the case of officers and positions on the Board of Governors for which only one candidate is to be elected, if on the first ballot cast no candidate shall receive a majority, then a runoff shall be held between the two candidates having received the highest number of votes.

Section 3. In the case of officers and positions on the Board of Governors for which more than one candidate is to be elected, if on any ballot the requisite number to be elected shall fail to receive a majority, then any candidate who has received a majority shall be declared elected and another ballot cast. If on any ballot no candidate shall receive a majority, then the candidate receiving the lowest number of votes shall be dropped and another ballot cast.

Section 4. All officers and members of the Board of Governors so elected shall be installed at the annual meeting of the Association.

Section 1. Each member of the Board of Governors and the officers of the Association, or former member of the Board of Governors or officers of the Association, and his legal representatives, shall be indemnified by this Association against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with or arising out of any action, suit, proceeding or claim in which he is made a party by reason of his being or having been such member of the Board of Governors or office. The Association, however, shall not indemnify such member of the Board of Governors or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such member of the Board of Governors or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such member of the Board of Governors or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Governors of the Association shall have first approved such proposes compromise settlement and determined that the member of the Board of Governors or officer involved was not guilty of negligence or misconduct, but in taking such action any member of the Board of Governors involved shall not be qualified to vote thereon. In determining whether or not a member of the Board of Governors or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Governors may rely conclusively upon an opinion of independent legal counsel selected by such Board. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right of indemnification herein provided shall not be exclusive or any other rights to which such member of the Board of Governors or officer may be lawfully entitled.

Section 1. These By-Laws may be amended or repealed in whole or in part by the Board of Governors of the Association at any regular meeting, subject, however, to either ( 1 ) approval of the voting membership at any Annual Meeting or a special meeting called for that purpose by a vote of two-thirds of the Regular Members present and voting, provided that a quorum is present and provided, further, that at least fifteen (15) days notice, in writing, or such proposed amendment has been mailed to each Regular Member of the Association by the Secretary or (2) approval obtained in writing of two-thirds of all members entitled to vote with respect thereto.