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Section 1.03. Composition of Board. The Board of Directors shall be comprised of the Officers of the Corporation elected by the General Members (as defined in Section 3.01 of these Bylaws), the immediate Past President, if any, and up to four at-large members nominated by the President and approved by the Board of Directors. In the event that there is no Past President serving on the Board of Directors, the President may nominate an additional at-large member, who shall become a Director upon the approval of the Board. Each Director shall hold office until the next Annual Meeting of the General Members and until the Director's successor is elected and qualified (unless the Director sooner ceases to be a director by reason of no longer being a General Member, resignation, removal or death).

Section 1.04. Resignation and Removal. A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, immediately upon its receipt. The acceptance of such resignation shall not be necessary to make it effective unless otherwise specified therein. Any person who is a Director by virtue of being an Officer of the Corporation may be removed at any time from both positions with or without cause by the affirmative vote of a majority of the Directors then in office at a meeting of the Board of Directors duly held pursuant to a notice specifying such proposed removal. An at-large Director , the immediate Past President and any other agent, executive or representative of the Corporation may be removed at any time with or without cause by the affirmative vote of a majority of the Directors present at a meeting of the Board of Directors duly held pursuant to a notice specifying such proposed removal.

Section 1.05. Filling of Vacancies. If the position of any Director who is such by virtue of being an Officer becomes vacant for any reason (including a vacancy arising by reason of that individual no longer being a General Member or an increase in the number of Directors), an individual may be elected to fill both positions for the unexpired portion of the term by the affirmative vote of a majority of the Directors then remaining in office at a meeting of the Board of Directors duly held pursuant to a notice specifying such proposed election. A vacancy in an at-large Director position or any other position may be filled by the affirmative vote of a majority of the Directors present at a meeting of the Board of Directors duly held pursuant to a notice specifying such proposed action.

Section 1.06. Regular and Special Meetings. Regular meetings and any special meetings of the Board of Directors may be held at such times and places, within or outside the District of Columbia, as may be determined by the President or by a majority of the Board of Directors then in office. A regular meeting of the Board of Directors shall be held in conjunction with the Annual Meeting of the General Members. Any meeting of the Board of Directors, regular or special, or any portions of such meetings, may be open or closed to the General Members and Affiliate Members of the Corporation in the absolute discretion of the Board of Directors. Directors may participate in regular or special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.

Section 1.07. Notices of Meeting. Except as otherwise expressly provided in these Bylaws, notice of the time and place of each meeting of the Board of Directors shall be given to each Director personally or by mail, telephone, facsimile, e-mail or other such means. Any such notice shall be given at least seven (7) days prior to the date of such meeting. Notice shall be deemed to have been given personally to a Director if delivered to the Director's usual place of business as it appears on the records of the Corporation, or to such other address as may have been specified by such Director in a written notice to the Secretary. No notice shall be required to be given to any Director as to any meeting if such Director is personally present or, either before or after the meeting, signs a written waiver of notice of the time and place of such meeting. No notice of any meeting of the Board of Directors need specify the purpose or purposes for which the meeting is called, except as otherwise expressly provided by law or these Bylaws.

Section 1.08. Quorum and Voting. Except as otherwise expressly provided by law, a quorum shall be necessary for the transaction of business. At all meetings of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business. Except as otherwise expressly provided by law or by these Bylaws, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. A majority of the directors present at any meeting of the Board of Directors (or if only one be present, then that one) may, although less than a quorum, adjourn the same from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 1.09. Action by Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board of Directors consent in writing to the taking of such action. Such written consents shall be filed with the minutes of the proceedings of the Board.

Section 2.01. Officers. The Officers of the Corporation shall be elected by the General Members at their Annual Meeting and shall consist of a President, a Vice President, a Treasurer and a Secretary (the "Officers"). The same person may not hold more than one such office. An Officer may serve two or more consecutive terms in the same office. The Board of Directors may also appoint such additional executives, agents and representatives of the Corporation for such terms, and with such titles and duties, as they deem advisable (as may the President, subject to any restrictions that may be adopted by resolution of the Board of Directors).

Section 2.02. Election and Tenure. Officers shall be elected by the majority vote of the General Members present at their Annual Meeting. Each Officer shall hold office until the next Annual Meeting of the General Members and until the Officer's successor is elected and qualified (unless he or she sooner ceases to be an Officer by reason of no longer being a General Member, resignation, removal or death).

Section 2.03. Duties and Powers. In addition to any duties and powers prescribed by other provisions of these Bylaws, the Officers, agents, executives or representatives shall have such duties and powers as are usually incident to their respective offices or positions, with such additions and limitations thereto as may from time to time be prescribed by the Board of Directors, the President or by their superior officer.

Section 2.04. Resignations, Removals and Vacancies. Any Officer, agent, executive or representative may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect at the time specified therein or, if no time specified, immediately upon its receipt. The acceptance of such resignation shall not be necessary to make it effective unless otherwise specified therein. Any Officer, agent, executive or representative may be removed by the Board of Directors as provided in Section 1.04. A vacancy in any office or position may be filled by the Board of Directors as provided in Section 1.05.

Section 2.05. President. The President shall be the chief executive officer of the Corporation and shall be subject to the supervision, direction and control of the Board of Directors. The President shall serve as chairman and preside at all meetings of the Board of Directors. The immediate Past President shall be the last individual who served as President and who is a General Member and willing to serve in such capacity.

Section 2.06. Vice President. The Vice President shall perform such duties as may be assigned by the Board of Directors or the President. The Vice-President shall act in the place of the President in the event of the President's incapacity or inability to act. The Vice-President shall normally (but not automatically) succeed to the office of the President upon nomination and election the following year.

Section 2.07. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds of the Corporation. The Treasurer shall deposit all such funds in the name of the Corporation in such banks and depositaries as shall be authorized in accordance with the provisions of Section 10.01. The Treasurer also shall be responsible for the disbursement of all moneys of the Corporation. All such activities shall be subject to the supervision, direction and control of the Board of Directors and the President. The Board of Directors may appoint an Assistant Treasurer in its discretion.

Section 2.08. Secretary. The Secretary shall keep the minutes and other appropriate records of all the meetings and proceedings of the Board of Directors. The Secretary shall notify the directors of their meetings and shall have charge and custody of the Corporation's seal. The Board of Directors may appoint an Assistant Secretary in its discretion.

Section 3.01. General Members. General Membership in the Corporation shall be available to any officer or executive having responsibility for the regulation of mortgage brokering, banking or servicing activities in any state, the District of Columbia, Guam, Puerto Rico and the Virgin Islands, or a representative duly designated by such officer or executive and who is an employee of that state or jurisdiction. Only the officer or executive (or designee) having primary regulatory responsibility for each state or such jurisdiction shall be entitled to vote and to serve as a Director and/or Officer of the Corporation. If there is any dispute as to which officer or executive (or designee) shall have the right to vote and serve for such state or jurisdiction, or if there is no individual with primary regulatory responsibility, the decision of the Board of Directors shall decide this question in its sole discretion, it being understood that there shall be only one individual who is eligible to vote and to serve as a Director and/or Officer for each state or jurisdiction. The General Membership of any individual shall terminate automatically at such time as he or she ceases to be an officer or executive (or designee) having mortgage regulatory responsibility for his or her state or jurisdiction.

Section 3.02. Affiliate Membership. Affiliate Membership shall be available to accounting firms, accountants, law firms, lawyers, consulting firms, consultants, mortgage brokers, mortgage lenders and mortgage servicers and trade associations of mortgage brokers, lenders and servicers and other persons or entities who have demonstrated their support for the purposes and objectives of the Corporation, and who are in good standing (through the payment of dues and otherwise) on the books and records of the Corporation. Any person or entity wishing to become an Affiliate Member of the Corporation must make appropriate application to the Board of Directors for its review and approval. All applications for Affiliate Membership may be approved or rejected in the sole discretion of the Board of Directors. The Board of Directors may also remove an Affiliate Member at any time in its sole discretion. Affiliate Members and representatives of Affiliate Members may attend the Corporation's open programs and meetings, but they shall have no official vote in any meeting of the Corporation nor be eligible to hold an elected office in the Corporation. Affiliate Members may, however, be appointed by the President, with the approval of the Board of Directors, to serve on regular or special committees of the Corporation and may vote on committee recommendations and resolutions if so authorized by the Board of Directors or the committee chairman. Affiliate Members otherwise shall have restricted rights and may participate in the conduct and affairs of the Corporation and examine the Corporation's books and records only to the limited extent authorized by the Board of Directors in its sole discretion. No Affiliate Member shall use the Corporation's logo or image or the existence of its Affiliate Membership in any advertising or promotional material or for any commercial use or purpose. No Affiliate Member shall represent, speak for, or have the authority to create any obligation for, the Corporation without the prior written consent of the Board of Directors.

Section 4.01. Regular Committees. (A) The following committees shall be regular committees of the Corporation. Such regular committees shall be comprised of at least three General Members appointed by the president with the approval of the Board of Directors. The functions of these regular committees shall be established, from time to time, by the Board of Directors. The following is a list of such committees:

Section 4.02. Nominating Committee. At least sixty (60) days prior to the Annual Meeting of the General Members, the President, with the approval of the Board of Directors, shall appoint a Nominating Committee consisting of the President, the immediate Past President and the Treasurer. The Nominating Committee shall make recommendations to the Board of Directors of the persons to be the nominees for election as the Officers of the Corporation (as defined in Section 2.01 of these Bylaws) at the Annual Meeting of the General Members. The slate of nominees shall be made available in writing to the General Members at the opening of the Annual Meeting. Additional candidates may be nominated from the floor for any of the offices at the Annual Meeting.

Section 4.03. Appointment of Chairs; Attendance at Board Meetings. The chairs of any regular or special committees, subcommittees or task forces shall be appointed annually by the President. At the express invitation of the President, the chair and/or members of any regular, special committee, subcommittee or task force shall attend meetings of the Board of Directors.

Section 5.01. Establishment of Dues. Dues for General Members and Affiliate Members shall be established from time to time by resolution of the Board of Directors. The Board of Directors shall determine in its sole discretion what action to take (including termination of Membership) in the event any General Member or Affiliate Member is delinquent in the payment of dues.

Section 6.01. Annual Meeting. The Corporation shall hold annually a meeting of its General Members for the election of Officers and for the transaction of such other business as may be determined to be necessary or appropriate by the Board of Directors.

Section 6.02. Special Meetings. Special meetings of the General Members for any purpose or purposes may be called at any time by the President or a majority of the Board of Directors then in office and shall be called by the President upon the written request of not less than one-fourth of the General Members. Such written request shall state the purpose or purposes of the special meeting, shall be delivered to the principal office of the Corporation and shall be addressed to the President.

Section 6.03. Notices of Meetings. Except as otherwise expressly provided in these Bylaws, notice of the time and place of each meeting of the General Members shall be given to each General Member personally or by mail, telephone, facsimile, e-mail or other such means. Any such notice shall be given not less than fourteen (14) days and not more than fifty (50) days prior to the date of such meeting. Notice shall be deemed to have been given personally to a General Member if delivered to his or her residence or usual place of business as it appears on the records of the Corporation, or to such other address as may have been specified by such General Member in a written notice to the Secretary.

Section 6.04. Quorum. One-tenth (1/10) of the General Members entitled to vote, who are actually present in person, shall constitute a quorum at any Annual Meeting or special meeting of the General Members. If a lesser fraction of the General Members are present at a meeting, a majority of the General Members so present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that may have been transacted at the meeting as originally notified.

Section 6.05. Voting. Only General Members who are entitled to vote in accordance with the provisions of Section 3.01 above shall vote on matters to be transacted at any Annual Meeting or special meeting of General Members. Each such General Member shall have only one vote and cumulative voting shall not be permitted. Unless otherwise specifically provided by law or these Bylaws, a majority vote of those General Members entitled to vote who are present and voting shall govern.

Section 6.06. Informal Action by General Members. Any action required to be taken at a meeting of General Members, or any other action that may be taken at a meeting of General Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be executed in writing by all the General Members.

Section 7.01. Purpose. The purpose of the Advisory Council shall be to consult, advise and assist the Board of Directors on issues relating to residential mortgage regulation and to foster the objectives of the Corporation, as set forth in the Articles of Incorporation of the Corporation and/or any mission statement of the Corporation. The Advisory Council shall take under advisement and consider such issues as the Board of Directors may, from time to time, direct.

Section 7.02. Membership. The Advisory Council shall be comprised of no more than 25 Affiliate Members. Each Advisory Council Member shall appoint a single individual as its designated representative, and may change its designated representative at any time upon written notice to the Board of Directors. Advisory Council Membership resides with the Affiliate Member, is not transferable, and is not retained by an individual independent of his or her designated representative status. Any General Member may recommend an Affiliate Member to serve on the Advisory Council. Such recommendation shall be made to the President, who shall bring the recommendation to the Board of Directors for approval. The Board of Directors shall vote at the Board of Directors meeting occurring at the Corporation's next scheduled annual conference on all such recommendations received since the Corporation's previous annual conference. Advisory Council members shall serve for a two year term. Advisory Council members may serve any number of consecutive two years terms upon approval of the Board of Directors. The members of the Advisory Council shall elect a Chairman who shall report regularly to the Board of Directors. Any member of the Advisory Council may be removed as provided in Section 1.04 above. Any vacancies on the Advisory Council shall be filled by recommendation by a General Member or by the President of the Corporation, with the approval of the Board of Directors. In considering recommendations for Advisory Council membership, the Board of Directors shall assess the candidate's potential to advance the goals, objectives and purposes of the Corporation. In particular, the Board of Directors shall consider whether the candidate:

In weighing these factors, the Board of Directors shall ensure that opportunities to serve are extended to those persons and organizations the Board of Directors believes will assist with development of the Corporation's goals, objectives and policies.

Section 7.03. Meetings. The Advisory Council shall meet in conjunction with the Annual Meeting of the General Members and at such other times as may be requested by the President or the Board of Directors.

Section 8.01. Employment. The Board of Directors may employ an Executive Director to serve as the Chief Operating Officer of the Corporation upon such terms and conditions of employment as determined by the Board of Directors.

Section 8.02. Authority and Responsibility. The Executive Director shall manage and direct the affairs and day-to-day operations of the Corporation, subject, however, to the supervision, direction and control of the President and the Board of Directors. The Executive Director shall not be a member of the Board of Directors.

Section 9.01. Indemnification. To the extent covered by the Corporation's director and officer liability insurance policies, the Corporation shall indemnify any current or former director, officer and employee, as well as any other person acting on the Corporation's behalf pursuant to an official election, appointment or direction, against expenses actually and necessarily incurred by that director, officer, employee or person in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of his or her activities on behalf of the Corporation, except in relation to matters as to which that director, officer, employee or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such director, officer, employee or person may be entitled, under any agreement, vote of the Board of Directors, or otherwise. The Corporation shall maintain at all times director and officer liability insurance in reasonably appropriate amounts to meet its obligations in accordance with this Section 9.01.

Section 10.01. Deposits. The funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such state-chartered banks and depositaries as may be authorized by resolution of the Board of Directors.

Section 10.02. Checks, Drafts, etc. All checks, bills of exchange and other orders for the payment of money, promissory notes, acceptances or other evidences of indebtedness, are to be signed by the President, the Treasurer and/or such other Officer or Officers, employee or employees, agent or agents of the Corporation, and all in such manner, as may be authorized by resolution of the Board of Directors. To the extent authorized by the Board of Directors, such signature or signatures may be facsimiles.

Section 10.03. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

Section 10.04. Seminars, Training Courses, Etc. Training courses, seminars, conferences or similar events conducted by the Corporation are not considered meetings of the Board of Directors or meetings of the General Members. Training courses or similar events offered by the Corporation shall be available only to General Members and employees of General Members unless otherwise expressly approved by the Board of Directors or as required by law.