MORTGAGE LENDING INSTITUTE, CORPORATION’s MISSION
To provide an opportunity for the members to increase their Real Estate Finance management skills and expertise through participation in programs and services designed to improve the professional quality of their knowledge, performance, and leadership ability.
MORTGAGE LENDING INSTITUTE, CORPORATION’s FOCUS & VISION
The Institute strives to be a leading edge management organization for facilitating learning, personal and professional development, and a network necessary to compete in today's global business environment. Our primary customers are Real Estate Finance professional who wish to be informed on the practice of good management, Academicians interested in the applied practice of mortgage lending through education, research, and training, and Students who aspire to Real Estate Finance careers. By promoting and facilitating interaction among these three groups, we believe the art and science of Real Estate Finance can be advanced to new levels of quality and effectiveness.
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MORTGAGE LENDING INSTITUTES' COMMITMENT TO RESEARCH & PUBLISHING
The Mortgage Lending Institute was formed as a loose association of mortgage lending and real estate finance academics in 1965 that wanted through research, discussion, publication, and other appropriate means to conduct and promote scientific study of mortgage finance, including the principles governing the institutional structure of the housing finance industry, the working and structure of markets, mortgages and asset securitization, risk management and valuation, public policy and regulation; and to impart to the public information concerning said principles and their various applications for the general betterment of Institute, particularly by, but not limited to, elimination of unnecessary effort and unduly burdensome toil; and to receive, invest, reinvest and administer funds or other property exclusively for the above described scientific, educational and charitable purposes. In 2014 the association was formally incorporated as a not for profit corporation in the state of Texas and has added to its mission the publication of the Mortgage Lending Journal ISSN 2378-8127. The Board of Directors when developing this new journal has made the judgement that there be no charge or publication fee so that good research selected for inclusion in the Mortgage Lending Journal is based only on its merits and contribution to the body of knowledge and advancement of the real estate finance industry.
Mortgage Lending Institute Corporation
By - Laws are Below
The Mortgage Lending Institute, Inc.
Mortgage Lending Institute Corporation
BY-LAWS
ARTICLE I: GENERAL
Section 1: EARNINGS
No part of the net earnings of the Mortgage Lending Institute Incorporated herein after referred to as “Institute” shall inure to the benefit of any individual. The Institute shall, however, be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
Section 2: ACTIVITIES
No substantial part of the activities of the Institute shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Institute shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Institute shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and (b) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 3: DISSOLUTION OR LIQUIDATION
In the event of the dissolution or final liquidation of the Institute, none of the property of the Institute nor any proceeds thereof shall be distributed to or divided among any of the members, officers or Trustees of the Institute or inure to the benefit of any individual. After all liabilities and obligations of the Institute have been paid, satisfied and discharged, or adequate provision made therefor, all remaining property and assets of the Institute shall be distributed to one or more organizations designated (i) pursuant to a plan of distribution adopted as provided for under the laws of the State of Texas or (ii) if there be no appropriate plan of distribution, as a court may direct, provided however, that such property shall be distributed only to such organizations which shall comply with all of the following conditions (a) Such organization shall be organized and operated exclusively for benevolent, charitable, scientific, research or educational purposes, (b) transfers of property to such organizations shall, to the extent then permitted under the statutes of the United States, be exempt from Federal gift, succession, inheritance, estate or death taxes (by whatever name called), and (c), such organization shall be exempt from federal income taxes by reason of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United StatesRevenue Law).
Section 4: DISTRIBUTION OF INCOME
During any period the Institute is classified as a "private foundation" under the Internal Revenue Code of 1954, the income of the Institute for each taxable year shall be distributed at such a time and in such manner as not to subject the Institute to tax under Section 4942 of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
Section 5: SELF-DEALING
During any period the Institute is classified as a "private foundation" under the Internal Revenue Code of 1954, the Institute shall not engage in any act of "self-dealing" as defined in Section 4949(d) of the Internal Revenue Code of 1954 (or the Corresponding provision of any future United States Internal Revenue Law).
Section 6: EXCESS BUSINESS HOLDINGS
During any period the Institute is classified as a "private foundation" under the Internal Revenue Code of 1954, the Institute shall not acquire or retain any "excess business holdings" as defined in Section 4943(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 7: PROHIBITED INVESTMENTS
During any period the Institute is classified as a "private foundation" under the Internal Revenue Code of 1954, the Institute shall make no investments in such a manner as to subject the Institute to tax under Section 4944 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 8: PROHIBITED EXPENDITURES
During any period the Institute is classified as a "private foundation" under the Internal Revenue Code of 1954, the Institute shall make no expenditures which would subject it to tax under Section 4945 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE II: OFFICES
The Institute shall have and continuously maintain in Texas a registered office and a registered agent, whose office is identical with such registered office, and may have other offices within or without Texas, as the Board of Directors may from time to time determine.
ARTICLE III: MEMBERSHIP
Membership in the Institute shall be available to any who are interested in furthering the knowledge or practice of real estate finance and mortgage lending by improving their own membership skills. They need only to make application and pay the appropriate dues specified by the Board of Directors. Various levels of dues may be developed by the Board to address what it considers to be special circumstances for particular groups.
ARTICLE IV: ANNUAL DUES
A Full Member shall pay the dues at the time and in the manner specified by the International Board of Directors. An At Large Member shall pay annual dues at a time and in the manner specified by the International Board of Directors and are non-voting members of the Institute. The Board is authorized to develop differing dues structures as deemed appropriate for the circumstances. These may include, but are not limited to: college students, recent college graduates, college professors, retired members, life members, and corporate members.
ARTICLE V: SPECIAL INTEREST GROUPS
The Institute from time to time may establish divisions for special interest management groups. The Board of Directors is authorized to determine the appropriate amounts of dues for these special interest groups to develop through the Executive Committee appropriate means of recognizing such groups within the organization.
ARTICLE VI: AWARDS
The Board of Directors of the Institute may establish special awards.
ARTICLE VII: CHAPTERS
Section 1: GENERAL CHAPTERS
Organization. The Board of Directors shall have the authority to organize and issue charters to groups of 15 or more members.
Constitution and Bylaws. Each Chapter shall adopt a Constitution and Bylaws consistent with the Constitution and Bylaws of the Institute.
Revocation of Charter. The Board of Directors can revoke a Chapter Charter for failure to follow guidelines of the Institute. Any residual funds remaining in the chapter treasury are to be refunded to the International Office. The members remaining will become members-at-large. (A chapter that ceases to exist must return or transfer ownership or in-force financial instruments within 90 days of the closing of the chapter, to the International Office along with any funds, records, and other assets of the chapter).
Section 2: CAMPUS CHAPTERS
The Board of Directors shall have the authority to organize and issue charters to campus chapters. The campus chapters should adopt a Constitution and Bylaws consistent with a typical one supplied by the International Office. Each chapter as a governing body should then select the faculty advisors.
The campus division mission is to assist in furthering the practice of professional management through the interaction of students, faculty and operating managers. The members of the Campus Chapter administer the activities of the Campus Chapter with a member of the faculty acting in an advisory capacity.
ARTICLE VIII: BOARD OF DIRECTORS
Section 1: COMPOSITION
The Board of Directors shall consist of no more than seventeen (17) voting members.
The Board of Directors shall consist of the immediate past president of the Institute, the incumbent President of the Institute, the Vice President for Administration, the Secretary, the Treasurer, and those elected vice presidents and directors deemed necessary to conduct the business of the Institute. Appointed vice presidents and directors of the Institute are non-voting members of the Board of Directors. Three (3) elected Collegiate Vice Presidents will serve among the non-voting members of the Board of Directors. No individual may hold more than one office represented on the Board of Directors.
Section 2: NOMINATION AND ELECTION OF DIRECTORS
a. Nominating Committee. The Board of Directors at the annual meeting from nominations made as follows for staggered three year terms:
- 1) Only Full Members of the Institute are eligible to serve on the Board of Directors. a) A Full Member is defined as either one of the members in good standing as of December 31, 1965, of the Mortgage Lending Institute (an academic association) that the current incorporated not-for-profit Institute is the successor and those At Large Members that have completed a full rotation as an Editor and been published at least once in the past five years in the Mortgage Lending Journal (or other Journals that may in the future be established by the Institute as discussed in XII) will then be allowed to join as a Full Member.
- 2) A Nominating Committee consisting of at least three members appointed by the Board.
- 3) A floor nomination by any five Full members of the Institute at the annual meeting. At Large members cannot make floor nominations or serve on the Board of Directors. A written consent to serve must be obtained from each nominee.
- Publication. The Headquarters Staff shall publish such committee nominations in a circular developed specifically for that purpose or any general publication of the Institute sent to all members at least 30 days prior to the next annual meeting of the Institute.
- Election. The election of officers shall be determined by a majority vote of the Board of Directors, voting in person at the annual meeting or by mail ballot.
Section 3: DUTIES AND RESPONSIBILITIES
The Board of Directors may initiate and approve the general policies of the Institute consistent with the Constitution and Bylaws. The Board of Directors will give guidance and direction to the Executive Committee and Officers, and has the authority and the responsibility to relieve an Officer from his duties because of malfeasance in office.
Five voting members of the Board of Directors shall constitute a quorum when all seventeen Board of Director positions are filled if less than twelve Board of Director position are filled then twenty-five percent of elected and serving voting members of the Board of Directors will be considered a quorum. All questions brought before a Board Meeting shall be decided by a majority of the voting members present except as specified in Articles X and XII. Proxy Votes will not be permitted.
The Vice President for Administration assists the President as requested in the planning and execution of the programs of the Institute. The Immediate Past President is responsible for the duties of the President in the latter's absence or incapacity.
The other elected officers shall perform the duties as indicated by their position descriptions.
Section 4: MEETINGS
The Board of Directors shall meet as many times per year as necessary to conduct the business of the Institute. One meeting shall be designated as the annual meeting for the election of the Officers. Minutes of these meetings shall be distributed to the Board of Directors and made available to the Chapters upon request. The Board of Director or Executive Committee may from time to time grant real estate authors or past editors for the Mortgage Lending Journal awards for excellence.
Section 5: EXECUTIVE COMMITTEE
With the approval of the Board of Directors, the President shall designate an Executive Committee of three or more officers, one of whom shall be serve as chairperson. The Board may delegate to the Executive Committee authority to exercise, so far as is permitted by law, certain powers of the Board of Directors for implementing the general policies of the Institute.
Meeting of the Executive Committee may be conducted by employing technological means. A majority of the Executive Committee shall constitute a quorum. All questions shall be decided by a majority of the voting members participating in the meeting.
The Executive Committee shall keep minutes of its proceedings and shall submit same to the Board of Directors at the next meeting of the Board. Within 30 days of the Executive Committee meeting the minutes of this meeting will be distributed to the members of the Board of Directors.
ARTICLE IX: INTERNATIONAL ADVISORY COUNCIL
The President may appoint a council of an advisory nature from either within or outside the Institute.
ARTICLE X: OFFICERS
Section 1: ELECTION AND TERM OF OFFICE
The elected Officers of the Institute shall be the President, the Vice President for Administration, the Secretary, the Treasurer, and those vice presidents and directors deemed necessary to conduct the business of the Institute. Officers will serve, whenever possible, for a term of two years, beginning June 1 rotating with the President and Secretary being on a separate two year from the Vice President for Administration and the Treasurer, or until their successors are elected or installed. The President shall be the Chief Executive and Operating Officer and is responsible for administering the affairs of the Institute. The President is the only individual authorized to sign on behalf of the Institute unless he/she specifically designates otherwise in writing.
Section 2: APPOINTED OFFICERS
The President may appoint vice-presidents, directors, and other subordinate officers. These officers shall perform those duties designated by the President for their offices.
Section 3: NOMINATIONS
Nominating Committee. The officers of the Institute will be elected by the Board of Directors at the annual meeting from nominations made as follows:
1) A Nominating Committee consisting of at least three members appointed by the Board.
2) A floor nomination by any five Full members of the Institute at the annual meeting. At Large members cannot make floor nominations or serve on the Board of Directors. A written consent to serve must be obtained from each nominee.
Publication. The Headquarters Staff shall publish such committee nominations in a circular developed specifically for that purpose or any general publication of the Institute sent to all members at least 30 days prior to the next annual meeting of the Institute.
Election. The election of officers shall be determined by a majority vote of the Board of Directors, voting in person at the annual meeting or by mail ballot.
Section 4: NOMINATION AND ELECTION FOR COLLEGIATE VICE PRESIDENTS
Nomination for the three (3) positions of the Collegiate Vice Presidents will be taken from the floor at a specified student function during the International Conference. Nominees must be present and consent to stand for election. Those students registered for and attending the International Conference may cast in person one vote for each of three candidates during the election. Nominees with the three highest vote totals will be elected Collegiate Vice Presidents for a term of one year, but only one Collegiate Vice President may be elected from any one campus chapter.
Section 5: MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS. The Institute shall keep at its principal executive office, the original or a copy of the Articles of Incorporation and these Bylaws, as amended to date, which shall be open to inspection by the members, Voting or otherwise, at all reasonable times during office hours.
Section 6: MAINTENANCE OF OTHER CORPORATE RECORDS. The accounting books, records and minutes of proceedings of the Full Members, the Board of Directors and committees of the Board of Directors, if any, shall be kept at such place or places designated by the Board of Directors or, in the absence of such designation, at the principal executive office of the Institute. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed or printed form.
Section 7: EXECUTION OF CHECKS AND OTHER DOCUMENTS. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of, or payable to, the Institute shall be signed or endorsed by such person or persons, and in such manner as shall be determined, from time to time, by resolution of the Board of Directors. The Board of Directors, except as otherwise provided in these Bylaws or by applicable law, may authorize any officer or officers, agent or agents to enter into any contracts or execute any instruments in the name of the Institute. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors or by these Bylaws, no officer, agent or employee of the Institute shall have any power or authority to bind the Institute by any contract or engagement, or to pledge its credits, or to render it liable for any purpose or to any amount.
ARTICLE XI - BOARD OF EDITORS
Section 1: Each Journal published by the Institute shall have a Board of Editors responsible for the publication of the Journal. The Board of Editors shall be comprised of the following:
a. The Executive Editor;
b. The Editors; and
c. The Associate Editors.
Section 2: THE EXECUTIVE EDITOR.
a. Number and Responsibilities. Each Journal of the Institute Board of Directors shall have one (1) Executive Editor who shall have principal control over the editorial policies of the Journal, including, but not limited to, final authority over the acceptance of papers submitted to the Journal for publication and the timing of the publication of such papers. Manuscripts authored by the Executive Editor cannot be submitted for publication in his Journal during his term as editor, an exception is coauthored papers once each year to be reviewed by an Editor. The Executive Editor shall be responsible for the division of responsibilities among the Editors and Associate Editors.
b. Qualifications, Election, Term of office and Vacancies. Each Executive Editor shall be appointed by the Nominating Committee as provided for in X Section 3 hereof. Each Executive Editor shall serve for a three (3) year term or until (1) his successor is elected, (2) his resignation, or (3) his removal by a two-thirds (2/3) vote of the Board of Directors as provided for in X Section 2 hereof, whichever first occurs. No individual may serve more than two (2) successive terms as Executive Editor of the same Journal.
c. Removal. The Executive Editor may be removed for Cause as defined in Section 4(c) hereof, resolution duly adopted by the Board of Directors.
d. Resignation. The Executive Editor may resign at any time by giving written notice to the Board of Directors. Any such resignation shall be effective as of the giving of such written notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Institute under any contract to which the Executive Editor is a party. Officers and Directors of the Institute can service as the Executive Editor and Editor or Associate Editor simultaneously.
e. Financial Support to Employer. The Institute may provide financial support to the institution employing the Executive Editor to assist in defraying the costs of clerical, secretarial, and computing support necessary to the duties of the Executive Editor and to compensate the institution for granting teaching relief to the Executive Editor.
Section 3: EDITORS.
a. Number and Responsibilities. The Board of Editors of each Journal shall have a minimum of two (2) Editors (inclusive of the Executive Editor). The Executive Editor is responsible for nominating Editors for approval by a majority vote of the Board of Directors. If the Board of Directors fails to vote on a nominee within thirty days of receipt of a written nomination, then it will be assumed that this nominee has been approved as an Editor. The Executive Editor is entitled to a add one additional editor for each 100 new submissions above 700 averaged over the previous two fiscal years and then rounded down to the nearest integer.
b. Qualifications, Election, Term of Office and Vacancies. Editors shall serve for a term of three (3) years. The term of those Editors appointed by the Executive Editor shall terminate upon the expiration of the term of the Executive Editor who appointed them.
c. Removal. Any Editor may be removed for unsatisfactorily performance, as compared to failure to perform which constitutes Cause, at any time by a two-thirds (2/3) vote of the Board of Directors.
d. Resignation. Any Editor may resign at any time by giving written notice to the Board of Directors. Any such resignation shall be effective as of the giving of such written notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Institute under any contract to which such Editor is a party.
e. Financial Support to Employer. The Institute may provide financial support to the institution employing the Editor to assist in defraying the costs of clerical, secretarial, and computing support necessary to the duties of the Editor.
Section 4: ASSOCIATE EDITORS.
a. The number and composition of the Associate Editors for each Journal is to be determined by the Executive Editor of that Journal. The Executive Editor shall determine the duties and responsibilities of the Associate Editors. Each Associate Editor shall serve for a term of three (3) years.
b. Removal. Any Associate Editor may be removed for unsatisfactory performance, even though such unsatisfactory performance does not constitute cause, at any time by a two- thirds (2/3) vote of the Executive Editor and Editors.
c. Resignation. Any Associate Editor may resign at any time by giving written notice to the Executive Editor. Any such resignation shall be effective as of the giving of such written notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Institute under any contract to which the Associate Editor is a party.
ARTICLE XII MISCELLANEOUS PROVISIONS
The fiscal year of the Institute shall begin on the first day of January in each year and shall end on the thirty first day of the following December.
Section1: FISCAL YEAR. The fiscal year of the Institute shall be determined by resolution adopted by the Board of Directors.
Section 2: PARLIMENTARY PROCEDURE. The rules contained in Robert's Rules of Order, latest revision, shall govern the Institute in all cases to which they are applicable and in which they are not inconsistent with applicable law or with the Articles of Incorporation, these Bylaws or Special Rules of Order of the Corporation.
Section 3: SEAL. The Corporation shall have a seal consisting of two concentric circles with the words "MORTGAGE LENDING INSTITUTE", in one circle and the words and figures "INCORPORATED IN TEXAS" in the other circle.
Section 4: CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the Texas Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes an individual, corporation, partnership or any other type of entity.
Section 5: SEVERABILITY. If any provision of these Bylaws is determined by a Court of competent jurisdiction or otherwise to be illegal or invalid, these Bylaws shall be interpreted as though such illegal of invalid provision was never made a part of these Bylaws.
Sections 6: JOURNALS. The Institute intends to publish academic journals. The first authorized is to be called the Mortgage Lending Journal its mission will be to examine and enlarge the boundaries of knowledge that cover business decision-making processes through scholarly residential and commercial real estate mortgage lending research.
Section 7: ADMENDMENTS These Bylaws may be amended by a majority of the Board of Directors voting in person or by mail at an annual or other meeting of the Board, provided the proposed amendment shall have been considered at a previous meeting of the Board of Directors and shall have been published in a circular developed specifically for that purpose or any general publication of the Institute and sent to all Full members at least 30 days prior to the meeting of the Board of Directors at which final vote on the amendment is taken.
Copyright 2013 - 2016. Mortgage Lending Institute, Inc. All rights reserved.