Constitution And Bylaws
THE MORTGAGE INVESTMENT ASSOCIATION
OF BRITISH COLUMBIA
CONSTITUTION & BYLAWS
First Adopted 1917
Revised and Rewritten 2004
1. The name of the Society is MORTGAGE INVESTMENT ASSOCIATION OF BRITISH COLUMBIA (the "Society").
2. The purposes of the Society are:
(a) To promote co-operation and effective relationships between the Society and the general public, regulatory and governmental bodies and other entities and individuals involved in and associated with the Mortgage Lending Industry, as well as amongst its Members.
(b) To consider and inform Members of proposed legislation and industry trends that may affect the Mortgage Lending Industry and, when specifically approved by the Members and the Directors of the Society, to advance a position or promote united action with respect to such proposed legislation or industry trends when determined to be of great importance to the Mortgage Lending Industry.
(c) To promote matters of common interest, provide a forum for information exchange and exchange of views, and foster business relationships amongst Members in the context of the Mortgage Lending Industry.
(d) To co-operate with other entities and individuals having a common interest with the Society.
(e) Such other objects of common interest as may from time to time arise.
3. All capitalized terms in this Constitution shall have the meaning ascribed to such terms in the bylaws of the Society.
4. The operations of the Society are to be carried on in the Province of British Columbia.
5. The Directors shall serve without remuneration and the Directors shall not receive, directly or indirectly, any profits from their position as Directors but may be paid expenses incurred by them in the performance of their duties. This clause shall be unalterable.
6. The Society shall be carried on without purpose of profit for its Members and no part of any income of the Society shall be payable or otherwise available for the personal benefit of any Member. Any profits or other accretions to the Society shall be used for promoting its non-profit purposes. This clause shall be unalterable.
7. In the event of wind up or dissolution of the Society, the assets remaining after the payment of all costs, charges and expenses properly incurred in the wind up, including the remuneration of a liquidator, and after payment to employees of the Society of any arrears of salary or wages, and after payment of any other debts of the Society, shall be distributed to a non-profit organization (or organizations) in British Columbia, which shall be designated by the Directors and which shall have objects and purposes similar to the Society. This clause shall be unalterable.
To Special Resolutions
MORTGAGE INVESTMENT ASSOCIATION
OF BRITISH COLUMBIA (the "SOCIETY")
1.1 In these Bylaws, unless the context otherwise requires:
(a) "Director" means a member of the Executive Committee whether elected or appointed in accordance with these Bylaws;
(b) "Executive Committee" means the Board of Directors of the Society;
(c) “Individual Member” means an individual who has been admitted as a member of the Society in accordance with these Bylaws;
(d) “Member” means a person who has been admitted as a member of the Society in accordance with these Bylaws and shall include both Organization Members and Individual Members;
(e) "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;
(f) "Officers" means the President, Vice President, Secretary, Treasurer and the immediately past President of the Society;
(g) “Organization Delegate” shall have the meaning ascribed to such term in Bylaw 2.3;
(h) “Organization Member” means a corporation or other entity, other than an individual, that has been admitted as a Member of the Society in accordance with these Bylaws;
(i) “Organization Voting Representative” shall have the meaning ascribed to such term in Bylaw 7.3; and
(j) "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it.
1.2 Except as otherwise defined above, words and expressions defined in the Society Act have the same meanings when used in these Bylaws.
1.3 The use of the singular or either gender in the Constitution and these Bylaws shall include the plural or other gender where appropriate.
2.1 The Members of the Society are the applicants for incorporation of the Society and those persons who subsequently have become Members in accordance with these Bylaws and, in either case, have not ceased to be Members.
2.2 A person may apply for membership in the Society by submitting to the Secretary, in the form required by the Executive Committee from time to time, the full name and address of the applicant, and, in the case of an Organization Member, the names of the intended Organization Delegate(s). Upon receipt of such information by the Secretary, an application for membership shall be considered by the Executive Committee.
2.3 Notwithstanding that each Organization Member shall be limited to one Organization Voting Representative as set out in Bylaw 7.3 and 7.4, an Organization Member shall be allowed to designate as many representatives (each an “Organization Delegate”) in the Society, for all other purposes, as such Organization Member deems appropriate, and shall provide written notice of its Organization Delegate(s) to the Secretary.
2.4 An Organization Member may revise, upon written notice to the Secretary, its Organization Delegates from time to time as often as desired and at the sole discretion of the Organization Member.
2.5 To qualify for consideration as an Organization Member, an applicant for membership must, in the opinion of the Executive Committee, be an entity: (i) whose ordinary course of business is involved in the Mortgage Lending Industry; and (ii) that has demonstrated an ethical business conduct consistent with the objectives of the Society.
2.6 To qualify for consideration as an Individual Member, an applicant for membership must be: (i) a past Organization Delegate and former employee of an Organization Member; and (ii) an individual who has demonstrated, in the opinion of the Executive Committee, an ethical business conduct consistent with the objectives of the Society.
2.7 The Executive Committee shall have absolute discretion to determine if an applicant meets the requirements for membership and to approve or reject any application for membership, and the Executive Committee shall not be obliged to furnish any reasons for its decisions.
2.8 After a decision is made by the Executive Committee to accept or reject a membership application, the Secretary shall advise the applicant of such decision. Upon being notified of acceptance for membership, the applicant shall pay the applicable annual membership fee to the Society.
2.9 If the Executive Committee approves an application for membership, the applicant will, upon payment of the applicable annual membership fee, become a Member of the Society.
2.10 Every Member shall uphold the Constitution of the Society and comply with these Bylaws.
3.1 The annual membership fee payable by Members shall be fixed from time to time by the Executive Committee and shall apply to the period commencing January 1 and ending December 31 of each year. The annual membership fee shall be paid to the Treasurer promptly but in any event prior to the date set by the Executive Committee for such fee to be paid.
3.2 In addition to the annual membership fee, the Society shall have the right, subject to the following sentence, to levy additional assessments on all Members at any time as may be required to cover expenses of the Society. Any such assessment must be approved by either: (i) a two-thirds majority of the members of the Executive Committee present at a duly called meeting of the Executive Committee; or (ii) a resolution passed in accordance with Bylaw 10.3.
4.0 SUSPENSION, DISQUALIFICATION AND RESIGNATION
4.1 A person shall cease to be a Member:
(a) by delivering their resignation in writing to the Secretary of the Society or by mailing or delivering it to the address of the Society;
(b) on his or her death or in the case of an Organization Member on dissolution; or
(c) on being expelled in accordance with these Bylaws.
4.2 The Executive Committee, after due enquiry, may suspend or expel any Member who:
(a) in the opinion of the Executive Committee, ceases to meet the membership requirements;
(b) has been a Member not in good standing for three consecutive months; or
(c) in the opinion of the Executive Committee, has engaged in conduct which is injurious to the reputation or purposes of the Society, which conduct may include but is not limited to the conduct contemplated in Bylaw 9.8.
4.3 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 Society at its next annual general meeting at which a majority of those Members present may allow the appeal or confirm the decision of the Executive Committee.
5.0 MEETINGS OF MEMBERS
5.1 The Society shall meet annually, for its annual general meeting, during the period May 15 to September 15 at such time and place as the Executive Committee shall select.
5.2 Every general meeting, other than an annual general meeting, is a special general meeting. Special general meetings of the Society may be called by the President or any two members of the Executive Committee. The purpose of such special general meetings shall be stated in the notice calling such meeting. No business shall be considered at such a special general meeting other than that for which it is called. Special general meetings of the Society shall be held at such time and place as the President or, in his or her absence, the Vice President shall determine.
5.3 Not less than 14 days’ notice of all general meetings shall be given to every Member and, in the case of an Organization Member, to every Organization Delegate, recorded in the register of Members on the day notice is given, either personally, electronically or by mail to such Member’s address and Organization Delegate’s address as it appears in the records of the Society. No other person is entitled to receive notice of a general meeting.
5.4 Notice of a general meeting shall specify the place, the day and the hour of meeting, and, in the case of special business, the general nature of that business.
5.5 Special business is:
(a) all business at a special general meeting except the adoption of rules of order; and
(b) all business that is transacted at an annual general meeting, except:
(i) the adoption of rules of order;
(ii) the matters itemized in Bylaw 6.1; and
(iii) any other business that, under these Bylaws, ought to be transacted at an annual general meeting.
5.6 The accidental omission to give notice of a general meeting, or the non-receipt of a notice by, any of the Members or Organization Delegates entitled to receive notice under these Bylaws does not invalidate proceedings at that meeting.
6.0 PROCEEDINGS AT GENERAL MEETINGS
6.1 The order of business to be observed at an annual general meeting, unless changed by order of the President or pro tem president, shall be:
(a) Secretary presenting the minutes of the most recent past annual general meeting and any special general meetings held since the close of such past annual general 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; and
(i) Announcement of the Directors appointed to the Executive Committee under Bylaw 8.5.
6.2 The quorum for any general meeting shall be three Members.
6.3 No business, other than the selection of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when quorum is not present.
6.4 If at any time during a general meeting there ceases to be quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
6.5 If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the meeting shall be terminated.
6.6 Subject to Bylaw 6.7, the President or failing him or her, one of the other members of the Executive Committee present shall preside as chairman of a general meeting.
6.7 If at a general meeting the President or another member of the Executive Committee is not present within 15 minutes after the time appointed for holding the meeting or the President and all other members of the Executive Committee present are unwilling to act as chairman, the Members present shall choose an Individual Member or Organization Delegate present to be chairman.
6.8 A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
6.9 When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Except as provided in this Bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.
7.0 VOTING AT MEMBERS’ MEETINGS
7.1 A Member in good standing and present at a general meeting is entitled to one vote on the affairs of the Society.
7.2 All Members are in good standing except a Member who has been suspended or has failed to pay the annual membership fee or any other subscription or debt due and owing by such Member to the Society and such Member is not in good standing so long as such Member continues to be suspended or such debt remains unpaid.
7.3 An Organization Member may vote by its authorized voting representative (the “Organization Voting Representative”) who is entitled to speak and vote, and in all other respects exercise the rights of an Organization Member and that Organization Voting Representative shall be reckoned as a Member for all purposes with respect to a meeting of the Members.
7.4 The Organization Voting Representative may be changed from time to time as often as desired and at the sole discretion of the Organization Member. In the event that an Organization Member has only one Organization Delegate present at a meeting of the Society in which a vote is being conducted, he or she shall be the Organization Voting Representative for such meeting. In the event that an Organization Member has more than one Organization Delegate attending at a meeting of the Society in which a vote is being conducted, the Organization Voting Representative shall identify him or herself to the chair of the meeting and any other Organization Delegates of such Organization Member shall abstain from voting.
7.5 No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.
7.6 Voting is by show of voting cards or hands.
7.7 Voting by proxy is not permitted.
7.8 If a vote is tied, the chairman shall not have a second or casting vote and the motion shall fail.
8.0 EXECUTIVE COMMITTEE
8.1 The Executive Committee shall consist of:
(a) those Directors elected pursuant to Bylaw 8.3;
(b) those Directors appointed pursuant to Bylaw 8.5; and
(c) the immediately past President of the Society, who shall be an ex-officio Director and Officer of the Society.
8.2 The Executive Committee shall conduct the business of the Society and subject to the Constitution, these Bylaws and all laws affecting the Society, may exercise all the powers and do all the acts and things the Society may exercise and do, and take all steps and do all things necessary to promote the purposes of the Society.
8.3 The Members shall, at each annual general meeting, from amongst the Organization Delegates and the Individual Members, elect:
(a) a President;
(b) a Vice President;
(c) a Secretary; and
(d) a Treasurer.
8.4 The President and the Vice President must each be Organization Delegates for Organization Members which meet the traditional lender criteria set forth in the Criteria Statement appended to these Bylaws.
8.5 Each year prior to the annual general meeting a nominating committee comprised of members of the Executive
Committee shall be created by the Executive Committee. The nominating committee shall nominate a minimum of three Organization Delegates or Individual Members to act as Directors. At the annual general meeting the Officers then elected may in their discretion, appoint the nominated Organization Delegates or Individual Members to act as Directors.
8.6 Subject to the restrictions set forth herein, any Member may nominate one or more Organization Delegates or Individual Members for election under Bylaw 8.3 or appointment by the Officers under Bylaw 8.5, as the case may be, to the Executive Committee.
8.7 The term of any Officer or Director contemplated in Bylaws 8.3 and 8.5 shall commence at the time of election or appointment, as the case may be, and shall terminate upon the election or appointment of a successor Officer or Director.
8.8 To be eligible for election or appointment to the Executive Committee, a person must be an Organization Delegate or an Individual Member. Any current Officer or Director who is otherwise eligible for election or appointment is eligible for re-election or re-appointment.
8.9 If a Director ceases to be an Organization Delegate or Individual Member, as the case may be, during the term of his or her office, he or she shall remain a Director and, if applicable 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 unless he or she is otherwise qualified for election or appointment in accordance with these Bylaws at the time of such subsequent election or appointment.
8.10 Should any position on the Executive Committee become vacant during the period between annual general meetings, the remaining Officers may appoint an Organization Delegate or Individual Member to fill that vacancy, subject to the provisions of Bylaw 8.4.
8.11 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 Organization Members who meet the traditional lender criteria set forth in the Criteria Statement appended to these Bylaws but any failure to do so shall not invalidate any bona fide act of the Executive Committee undertaken in the course of their duties.
9.0 DUTIES OF OFFICERS AND EXECUTIVE COMMITTEE
9.1 The President shall preside at all meetings of the Society and shall be the Chief Executive Officer of the Society and President of the Executive Committee. The President, when necessary, may act for and in the name of the Society with the approval of such members of the Executive Committee as are available for consultation.
9.2 The Vice President shall assist the President in carrying on the administration of the Society and shall act as President in the President's absence or inability to act or at his or her request.
9.3 The Secretary shall keep minutes of all meetings of the Society and the Executive Committee and shall have custody of the Society's records, except those records required to be kept by the Treasurer. The Secretary shall also maintain membership rosters, a record of Organization Delegates of which the Secretary has received notice under Bylaw 2.2, 2.3 or 2.4, and shall co-ordinate meetings of the Society and the Executive Committee and give notices of meetings to the membership and perform all usual duties of the office.
9.4 In the absence of the Secretary from a meeting of the Society or the Executive Committee, the members of the Executive Committee present shall appoint another person to act as Secretary at such meeting.
9.5 The Treasurer shall:
(a) have charge of the books of account and financial records of the Society and shall account for all money of the Society;
(b) maintain an account in a financial institution selected by the Executive Committee;
(c) pay all accounts approved by the President;
(d) present at the annual general meeting of the Society or as required by the Society, annual financial statements coincident with the calendar year and prepared on a "Notice to Reader" basis;
(e) prepare and submit, on an annual basis, a budget for approval by the Executive Committee; and
(f) perform all the usual duties of the office.
9.6 The Executive Committee as a whole shall advise and assist the President in performing his or her duties.
9.7 The members of the Executive Committee shall at all times act in a manner consistent with the objectives of the Society and attend meetings of the Executive Committee, the regular luncheon meetings and the annual general meetings of the Society as often as possible.
9.8 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 Executive Committee. 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 Society 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 of 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 remaining members of the Executive Committee to terminate the office or directorship of such member of the Executive Committee (the “Infringing Director”) and further grounds to:
(a) in the event such Infringing Director is an Individual Member, suspend or expel such Individual Member pursuant to Bylaw 4.2; or
(b) in the event such Infringing Director is an Organization Delegate, require that the respective Organization Member remove such Infringing Director as an Organization Delegate.
9.9 The Executive Committee shall determine the honorarium to be received by the Secretary and the Treasurer.
9.10 The signing officers of the Society shall be the Officers of the Society and all documents shall be executed by any two of such Officers.
10.0 PROCEDINGS OF EXECUTIVE COMMITTEE
10.1 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 a minimum of three Directors then in office on the Executive Committee.
10.2 Directors may participate in and vote at a meeting of the Executive Committee in person or by telephone or other communications medium if all Directors participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other during the meeting. A Director who participates in a meeting by telephone or other communications medium in the foregoing manner is deemed for all purposes of the Society Act and these Bylaws to be present at the meeting.
10.3 A resolution in writing, signed by all the Directors and placed with the minutes of the Executive Committee is valid and effective as if passed at a meeting of the Executive Committee duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be effective on the date stated therein or, if no date is stated, on the date of the last signed counterpart.
10.4 The Executive Committee may engage and pay for the services of a solicitor or solicitors whenever necessary.
10.5 The Executive Committee may engage and pay for the services of an executive director or similar consultant howsoever named, to assist in conducting the day to day operations of the Society.
10.6 Special Committees may be appointed by the Executive Committee for any purpose and may be dissolved by the Executive Committee. The Executive Committee may delegate any, but not all, of their powers to such Special Committees.
10.7 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.
10.8 Where, in the opinion of the Executive Committee, it is in the interest of the Society that immediate action be taken or representations be made on behalf of the Society and that the circumstances are such that it is not feasible to defer the consideration of the same until the next meeting of the Society, the President, with approval of the Executive Committee, shall have power to take such action or make such representations as may be deemed expedient.
11.1 Subject to compliance with the Society Act, the Constitution and Bylaws of the Society may be amended by a special resolution of the Members.
12.1 Unless otherwise stipulated in these Bylaws, any notice may be given to a Member and, in the case of an Organization Member, to an Organization Delegate, personally, by mail or by fax, email or other electronic means at the address recorded for such Member or Organization Delegate in the records of the Society.
12.2 A notice sent by mail shall be deemed to have been given on the second day following that on which the notice was posted, and in proving that notice was given it is sufficient to demonstrate that the notice was properly addressed and placed in a Canadian post office receptacle.
12.3 A notice sent by fax, email or other electronic means shall be deemed to have been given on the day on which
the notice was sent, and in proving that notice was given it is sufficient to demonstrate that the notice was properly addressed and that it was sent by the Society.
13.1 In order to carry out the purposes of the Society the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by the issue of debentures.
13.2 No debenture shall be issued without the sanction of a special resolution.
13.3 The Members may by special resolution restrict the borrowing powers of the Directors, but a restriction imposed expires at the next annual general meeting.
Traditional lender criteria shall include:
a. A bank, credit union, trust company, mortgage company or life insurance company with a substantial mortgage loan business;
b. A mortgage insurance provider;
c. A group or association representing banks, credit unions, trust companies or life insurance companies (provided the entities being represented carry on a substantial mortgage loan business);
d. Mortgage brokerages who are actively involved with the servicing of mortgage loans or involved with the establishment of mortgage loans for an in-house mortgage investment corporation (MIC) with mortgage loans in excess of $1,000,000.00;
e. Land title insurance companies, actively involved in the insuring of title and who have regular dealings with mortgage lenders;
f. Investment firms actively engaged in the generation or syndication of mortgage backed securities; and
g. Any other group or enterprise which is substantially involved with mortgage loans.