THE MORTGAGE INVESTMENT ASSOCIATION
OF BRITISH COLUMBIA

CONSTITUTION & BYLAWS

First Adopted 1917
Amended 1938
Amended 1951
Amended 1960
Amended 1964
Amended 1975
Amended 1979
Amended 1983
Amended1990
Amended 1998
Amended 2000
Amended 2001
Consolidated 2003

Revised and Rewritten 2004

WHEREAS:

A. A large amount of capital is invested in real estate mortgages in the Province of British Columbia;

B. Such investment of capital is and can be materially affected by present and future legislation;

C. It is expedient that there be an organization of those companies and other legal entities engaged in the Mortgage Lending Industry (as defined herein) in British Columbia.

1. NOW THEREFORE THE MORTGAGE INVESTMENT ASSOCIATION OF BRITISH COLUMBIA (the "Association") has been duly formed to achieve the following objectives:

a. To examine, consider and inform its membership of any proposed or existing legislation in any way affecting the Mortgage Lending Industry.

b. To create and maintain mutual confidence between those engaged in the Mortgage Lending Industry and the general public.

c. Where decided by the membership that it is in the best interests of the Mortgage Lending Industry and the general public as concerns such matters to promote united action to obtain the best possible legislation.

d. To discuss and consider all matters affecting the general interest of its Members.

e. To co-operate with other associations having a common interest with the Association and pursue any of the foregoing objectives.

f. To provide a forum to exchange information and build business relationships among its membership in the context of the Mortgage Lending Industry.

g. Such other objects of common interest as may from time to time arise.

It is distinctly understood that the Association is not created for the purpose of affecting, in any way, rates of interest, and it shall not be within the province of the Association to discuss any matter or take any action that could directly or indirectly interfere with free competition amongst companies, associations, firms and individuals in connection with the business of investing and lending mortgage capital and any company or individual represented in this Association shall be free to lend its money at any rate of interest or on any terms that it thinks proper, and the Association shall not be used in any manner as a combination of said companies, associations, firms and individuals as against the
borrowing public.

BYLAWS

PART I

MEMBERSHIP

2. MEMBERS

a. The Members of the Association shall consist of the organizations admitted as Members to the Association.

b. There shall be only one type of Member in the Association

c. All Members of the Association shall be Voting Members.

d. Each Member shall be entitled to one representative in the Association for the purposes of voting but shall be allowed as many representatives for all other purposes as such Member deems appropriate.

e. The identity of the voting representative of a Member may be changed from time to time as often as desired and at the sole discretion and will of the Member. In the event that a Member has only one representative attending at a meeting of the Association in which a vote is being conducted the voting representative for that Member shall be the representative in attendance. In the event that a Member has more than one representative attending at a meeting of the Association in which a vote is being conducted the voting representative for that Member shall identify him or herself as being the voting representative for that Member and the other representative or representatives of that Member shall abstain from voting.

f. Each Member shall be entitled to one vote on the affairs of the Association.

3. APPLICATIONS FOR MEMBERSHIP GENERALLY

All applicants for membership shall apply to the Secretary stating the name(s) of the applicants, the names of the representative(s) of the applicants, and such application(s) shall be considered by the Executive Committee.

4. REQUIREMENTS FOR MEMBERSHIP

To become a Member, an applicant for membership must, in the opinion of the Executive Committee be an entity whose ordinary course of business is involved in the Mortgage Lending Industry and who has demonstrated an ethical business conduct consistent with the objectives of the Association.

5. MEMBERSHIP GENERAL

The membership shall consist of those who have applied and who in the future will apply for membership in the Association and who have met and who in the future will meet the criteria for membership as determined by the Executive Committee and who continue to meet membership requirements and obligations

6. The Executive Committee shall determine if an applicant meets the requirements for membership and shall have an absolute discretion to approve or reject any application and shall not be obliged to furnish any reasons for its decisions.

7. If the Executive Committee approves the application to become a Member the applicant will, upon payment of the membership fee, become a Member and shall be bound by this Constitution and these By-Laws.

8. When a decision to accept or reject a membership application has been made the Secretary shall advise the applicant of such decision. Upon acceptance the applicant shall pay the annual membership fee.

9. Each Member voting representative shall have one vote which vote shall be forfeited immediately upon his or her ceasing to be a Member representative. In the case of an individual ceasing to be a Member representative, the Member shall substitute its replacement voting representative as soon as practical.

10. SUSPENSION AND DISQUALIFICATION

a. A Member who ceases to meet the membership requirements shall cease to be a Member.

b. The membership of any Member may be terminated for non-payment of fees.

c. The Executive Committee after due enquiry, may suspend or expel any Member for conduct which in its opinion is injurious to the reputation, or objectives of the Association.

d. No Member shall be suspended or expelled without first having been called before the Executive Committee to be heard, and every such Member so called shall receive at least seven days’ notice in writing. Such notice shall contain a statement of the reasons alleged for suspension or expulsion of such Member. A Member suspended or expelled shall have the right to appeal such suspension or expulsion to the Association at its next annual meeting at which a majority of those Members present may allow the appeal or confirm the decision of the Executive Committee.

PART II

FEES

11. The annual membership fee payable by Members shall be fixed from time to time by the Executive Committee which shall promptly be paid to the Treasurer and shall apply to the period commencing January 1 and ending December 31 of each year.

12. The Association shall have the right to levy additional assessments on all Members at any time as may be required to cover expenses of the Association. Any assessment must be approved by a two-thirds majority of the Executive Committee.

PART III

OFFICERS

13. The Association shall, from amongst the representatives of Members, elect a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer at its annual meeting and each officer so elected shall commence office at the time of election at the annual meeting and subject to By-Law 26 continue in office until his or her successor is elected, or if no successor is elected then for so long as he or she remains the
representative of a Member. In addition to being a representative of a Member generally, the President, First Vice President and Second Vice President must each be a representative of a Member who meets the traditional lender criteria set forth in the Criteria Statement appended to these By-Laws.

14. The Executive Committee shall conduct the business of the Association and subject to the Constitution and By-Laws, take all steps and do all things necessary to promote the objectives of the Association.

15. PRESIDENT
The President shall preside at all meetings of the Association and shall be the Chief Executive Officer of the Association and President of the Executive Committee. The President, when necessary, may act for and in the name of the Association with the approval of such members of the Executive Committee as are available for consultation.

16. FIRST VICE PRESIDENT
The First Vice President shall assist the President in carrying on the administration of the Association and shall act as President in the President’s absence or inability to act or at his or her request.

17. SECOND VICE PRESIDENT
The Second Vice President shall assist the First Vice President in carrying on the administration of the Association, and shall act as First Vice President in the First Vice President’s absence or inability to act or at his or her request.

18. SECRETARY
The Secretary shall keep the Association’s records and minutes. The Secretary shall also maintain membership rosters and co-ordinate meetings of the Association and the Executive Committee and give notices of meetings to the membership and perform all usual duties of the office.

19. TREASURER
The Treasurer shall have charge of the books and financial records of the Association and account for all money of the Association, maintain an account in a financial institution selected by the Executive Committee, pay all accounts approved by the President, present at the annual meeting of the Association or as required by the Association, annual financial statements coincident with the calendar year and prepared on a "Notice to
Reader" basis, and shall perform all the usual duties of the office.

20. The Treasurer annually shall prepare and submit a budget for approval by the Executive Committee.

21. The Executive Committee shall determine the honorarium to be received by the Secretary and the Treasurer.

22. SIGNING OFFICERS

The signing officers of the Association shall be:

a. the President,
b. First Vice President, and
c. Treasurer,

and all documents shall be executed by any two of such officers.

23. DIRECTORS
Each member of the Executive Committee shall be a Director of the Association. Additionally the Executive Committee shall appoint a minimum of three directors who are not elected members of the Executive Committee and each Director so appointed shall, commence office at the time of appointment at the annual meeting and subject to By-Law 26, continue in office until his or her successor is appointed, or if no successor is appointed then for so long as he or she remains the representative of a Member.

24. NOMINATIONS
Subject to the restrictions set forth herein, any Member may nominate one or more Members for election or appointment as the case may be to the Executive Committee.

25. TERM OF OFFICE

The term of any office shall commence at the time of election or appointment at the Association’s annual meeting and shall terminate upon the election of a successor officer or director.

26. To be eligible for election or appointment, a person must be a representative of a Member. Any qualified Officer or Director is eligible for re-election or re-appointment.

If an Officer ceases to be a representative of a Member during the term of his or her office, he or she shall remain an Officer at the discretion of the Executive Committee, for the remainder of the term of his or her office, but he or she shall not be eligible to hold an office for the ensuing term or terms.

If the President, First Vice President or Second Vice President ceases to be a representative of a Member who meets the traditional lender criteria set forth in the Criteria Statement appended to these By-Laws during the term of his or her office he or she may at the discretion of the Executive Committee, retain his or her office for the term of such office but he or she shall not be eligible to retain his or her office for the ensuing term or terms.

If a Director who is not an Officer ceases to be a representative of a Member, during the term of his or her directorship, he or she may at the discretion of the Executive Committee, retain his or her directorship for the term of such directorship but he or she shall not be eligible to retain his or her directorship for the ensuing term or terms.

The Executive Committee shall make every reasonable effort to ensure that its composition will at all times be comprised of no less than 51 % of representatives of Members who meet the traditional lender criteria set forth in the Criteria Statement appended to these By-Laws but any failure to do so shall not invalidate any bona fide act of the Executive Committee undertaken in the course of their duties.

27. VACANCY

Should any office in the Association appointment, fill that vacancy.

28. DUTIES

The Executive Committee shall advise and assist the President in performing the duties of the President.

The members of the Executive Committee shall at all times act in a manner consistent with the objectives of the Association and attend meetings of the Executive Committee, the regular luncheon meetings and the annual meetings of the Association as often as possible.

Upon appointment or election each member of the Executive Committee shall sign a conflict of interest agreement in the form agreed upon from time to time by the membership of the Association. Pursuant to the terms of such agreement each member of the Executive Committee will agree that in carrying out their duties as a member of the Executive Committee they will represent the interests of the Association first and foremost and without undue consideration or bias in favour of the interest of their respective
employer, their particular area of business or in favour their personal interests. The failure of a member of the Executive Committee to abide by the terms and conditions of such agreement shall be grounds for the Executive Committee to terminate the office or directorship of such member of the Executive Committee and further grounds to terminate the membership of the Member or to require the Member appoint a replacement
representative.

29. The Executive Committee may meet for the dispatch of business, adjourn or otherwise regulate its meetings at its discretion. A quorum necessary for the transaction of the business of the Executive Committee may be fixed by the Executive Committee, and unless so fixed shall be majority.

30. The Executive Committee may engage and pay for the services of a solicitor or solicitors whenever necessary.

31. SPECIAL COMMITTEE

Special Committees may be appointed by the Executive Committee for any purpose and may be dissolved by the Executive Committee.

PART IV

MEETINGS

32. ANNUAL MEETINGS
The Association shall meet annually in the period 15 May to 15 September at such time and place as the Executive Committee shall select.

33. SPECIAL MEETINGS
Special meetings of the Association may be called by the President or any two members of the Executive Committee. The purpose of such special meetings shall be stated in the notice calling such meeting. No business shall be considered at such meeting other than that for which it is called. Special meetings of the Association shall be held at such time and place as the President or, in his or her absence, the First Vice President shall
determine.

34. NOTICE OF MEETINGS
Not less than 30 days written notice of all annual meetings and special meetings shall be given to every member of the Association at its address as it appears on the records of the Association.

35. The order of business to be observed at the annual meeting, unless changed by order of the President or pro tem president, shall be:

a. Secretary presenting the Minutes of the annual meeting and any special meeting;
b. Report of Treasurer;
c. Report of President;
d. Report of Committees;
e. Notices of Motion;
f. Unfinished business;
g. General business;
h. Election of officers.

36. QUORUM

The quorum for any annual meeting or special meeting shall be the number of representatives of Members present.

PART V

RESOLUTIONS

37. Any person who acts as Chairman of a Special Committee shall have the power to implement, according to its terms, any recommendation of or resolution passed by the Special Committee if that recommendation or resolution has first been approved by the Members or by the Executive Committee.

38. Where, in the opinion of the Executive Committee, it is in the interest of the Association that immediate action be taken or representations be made on behalf of the Association and that the circumstances are such that it is not feasible to defer the consideration of the same until the next meeting of the Association, the President, with approval of the Executive Committee, shall have power to take such action or make such representations as may be deemed expedient.

39. If a vote is tied, the motion shall fail.

40. Any resolution or motion may be voted upon by a show of voting cards or hands.

PART VI

AMENDMENTS

41. The Constitution and By-Laws of the Association may be amended by a two-thirds affirmative vote of Members present at any annual meeting or special meeting of the Association.

42. The Executive Committee may pass any further By-Law not inconsistent with these By- Laws as it may see fit for the proper administration of the affairs and furtherance of the objectives of the Association. Such further By-Laws shall continue in force until the next annual meeting or special meeting of the Association and in default of confirmation thereof shall from such annual meeting or special meeting cease to have force or effect.

PART VII

GENERAL

43. The use of the singular or either gender in this Constitution and these By-Laws shall include the plural or other gender where appropriate.

PART VIII

DEFINITIONS

"Director" means an elected member of the Executive Committee and any person who is not elected a member of the Executive Committee but is appointed as a director by the Executive Committee under the By-Laws of the Association.

"Executive Committee" means the elected Officers and the appointed Directors of the Association.

"Mortgage Lending Industry" means those businesses whose ordinary course of business involves the direct making, insuring or servicing of mortgage loans in British Columbia as well as those businesses whose ordinary course of business involves consulting to those businesses involved in such direct making, insuring or servicing of mortgage loans in British Columbia. For greater certainty wherever the expression Mortgage Lending Industry is used in the context of the interests of the Association it shall have as its primary focus the interests of the business of directly making, insuring or servicing of mortgage loans.

"Officers" means the President, First Vice President, Second Vice President, Secretary, Treasurer and the immediately past President of the Association.