AMBA Bylaws

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AMBA Bylaws

The AMBA Bylaws for Mortgage Brokers & Associates

Members agree to abide by a higher standard of integrity, honesty and professional conduct.

AMBA's bylaws were recently repealed and the membership approved of the changes and the old bylaws were replaced effective September 11th, 2009.

CLICK HERE to download AMBA'S By-laws

The Alberta Mortgage Brokers Association Bylaws

ARTICLE 1 – INTERPRETATION

1.01 In these By-laws unless the context otherwise requires:

a) Words importing the singular number or the masculine gender shall include the plural number or the feminine gender as the case may be and references to persons shall include firms and corporation.

b) Whenever “shall” occurs herein, the provisions of the clause in which it is contained must be interpreted as mandatory. Whenever “may” occurs herein the provisions of the clause in which it is contained shall be interpreted as permissive.

c) The term “Association” or “Society” herein used throughout these By-laws shall mean “The Alberta Mortgage Brokers Association”.

d) “Director” means any person occupying the position of director by whatever name called.

e) A member in “Good Standing” is one who has fulfilled all the requirements as hereinafter stated.

f) “Financial Institution” means a Canadian chartered bank or trust company, Alberta Treasury Branch or Alberta Credit Union.

g) “Licensed,” means having all necessary approvals from the appropriate regulatory authority to operate as a mortgage broker or mortgage associate in the Province of Alberta.

h) “General Membership” means the Voting Members of the Association.

i) “Voting Member” means Members who are entitled to vote as herein provided.

ARTICLE 2 – ORGANIZATION AND GENERAL ADMINISTRATION

2.01 Name of Association

a) The name of the association shall be the “THE ALBERTA MORTGAGE BROKERS ASSOCIATION”.

2.02 Object

a) The object of the Association shall be as contained in the application to form a Society under “The Societies Act”.

2.03 Resolutions

a) Except as otherwise required herein or in the Societies Act, Society resolutions may be passed by a majority vote at all General Meetings of the membership: board resolutions may be passed by a majority vote of the Board of Directors.

b) “Special Resolution” means a resolution passed by a majority of not less than three-fourths of such Voting Members as are present in person, or where a proxy is allowed, by a proxy. When Notice of 21 days or more specifying the intention to propose a resolution as a special resolution has been duly given, such resolutions will be presented at a general meeting and a minimum of 75% of the members must vote in favour of this special resolution.

c) A resolution in writing signed by all Directors, shall be valid and effective as if it has been passed at a duly called and constituted meeting of the Board of Directors.

2.04 Code of Ethics

a) A Code of Ethics shall be recommended to the Board of Directors by the By-laws Committee and upon unanimous approval of the Board of Directors the Code of Ethics shall be presented to the General Membership for approval in accordance with the procedures required by these By-laws. Such approval may be given by majority resolution.

These By-laws shall be deemed to include the Code of Ethics, as adopted by the Association and should be reviewed from time to time at any meeting called in accordance with these By-laws.

2.05 Legal Counsel

a) The Board of Directors shall annually appoint a solicitor to act as Legal Counsel for the Association and the person selected shall be confirmed at the Annual General Meeting to act during the next year’s term. In the event of a vacancy occurring between General Meetings the Board is authorized to appoint a temporary replacement until the next Annual General meeting.

ARTICLE 3 – FINANCIAL PROCEDURES

3.01 Funds of the Association

a) All monies received by the Association shall be deposited forthwith by the Treasurer, or such other authorized representative(s) as are appointed by the Treasurer, in such Chartered Institution(s) as are decided upon by the Board of Directors . All deposits shall be Canadian Deposit Insurance Corporation or Alberta Government Insured. Any and all funds collected shall be applied towards carrying out the objects of the Association in accordance with these By-laws and the direction of the Board of Directors.

3.02 Signing Authority

a) All cheques, drafts or orders for payment issued by the Association shall be signed by the appropriate signing authority. Any two (2) of the following officers are approved as signing authorities: the President, Vice-President, Treasurer or Secretary; provided that either the President or Treasurer must be one of the signing parties.

3.03 Borrowing Powers

a) The Association shall not be permitted to borrow money without approval of the Board of Directors and the sanction of a majority Resolution of the General Membership. The amount of money borrowed may be secured in any way the General Membership shall approve by special resolution, provided that the total of all such loans cannot exceed one half (1/2) of the previous year’s membership fee total.

3.04 Bonding

a) The Treasurer, General Manager, Executive Secretary and all Administrative Staff shall, if required by the Board of Directors, give bonds in amounts deemed appropriate by the Board and the Association shall pay the cost of all such bonds.

3.05 Fiscal Year

a) The fiscal year of the Association shall commence on the 1st day of January and end on the 31st day of December.

3.06 Auditing of the Books

a) The books of the Society will be audited once a year following year end by an independent firm of external auditors.

3.07 Examination of Books and Records

a) Any Member of the Association may inspect the books and records of the Association at such place as the Board of Directors may have designated.

ARTICLE 4 – MEMBERSHIP

4.01 Classes of Membership

a) There shall be five (5) classes of membership in this Association, namely, “Active”, “Individual – Active”, “Corporate Associate”, “Individual – Corporate Associate” and “Honorary”

b) Active

i) Corporations or partnerships that hold a valid Mortgage Brokerage License in the Province of Alberta shall be eligible to apply for Active Membership.

c) Individual – Active

i) Licensed agents, brokers, employees, owners, officers, directors or trustees of an Active Member firm shall be entitled to apply for Individual – Active Membership.

d) Corporate Associate

i) Any corporation or partnership whose business activities are related to the mortgage industry shall be entitled to apply for Corporate Associate Membership.

e) Individual – Corporate Associate

i) Employees, owners, officers, directors, or trustees of Corporate Associate Member firm shall be entitled to apply for Individual – Corporate Associate Membership.

f) Honorary

i) The Board of Directors may elect any person as an Honorary Member by a unanimous vote of those present at a Directors’ meeting regularly called, provided that at least five days notice of the name of the person to be elected has been given to each Director, or by resolution signed by two thirds (2/3) of all Directors.

ii) Such Honorary membership may be granted for a definite or indefinite period at the discretion of the Board of Directors. An Honorary Member shall not be entitled to hold office in the Association or vote at any meetings but shall have all other rights and privileges of membership.

4.02 Application for Membership

a) All applications for membership shall be made on the prescribed application form and directed to the Chairperson of the Membership Committee who will, at the earliest opportunity or at the next scheduled Director’s meeting, make a recommendation to the Board of Directors to accept or reject such application. The Board of Directors shall have the authority (by majority vote) to accept or reject the application in its sole discretion.

b) In the event of denial of an application for membership by either the Membership Committee or the Board of Directors the applicant may be entitled to call for a hearing by the Board of Directors to reconsider the rejected application.

4.03 Certificate of Membership

a) The Board of Directors shall issue a Certificate of Membership to each member; such certificate is to bear the Corporate Seal of the Association and be attested to by the signature of the President and Membership Chairperson.

b) The certificate shall remain the property of the Association and shall be conspicuously displayed in the office of the Member, subject to recall by the Association on termination of membership for any cause. In the case of termination of membership the certificate shall be returned upon demand to the Membership Chairperson of the Association for cancellation.

4.04 Membership Card

) Subject to payment of the annual dues and after meeting all requirements of membership by Members, the Board of Directors shall cause a seal or card of membership in the Association to be issued each year to all Members of the Association indicating their membership number.

4.05 Annual Dues and Charges

a) The annual fees for the respective class of membership shall be as set down from time to time and adopted by the Board of Directors of the Association. Membership fees and charges shall be determined by the Membership Committee. The Membership Committee shall first receive the approval of the Board of Directors before declaring them to the membership of the Association.

b) All new Members shall pay the annual fee then in force and as adopted by the Association in accordance with these By-laws at the time of their application. The annual fee for new Members joining in the first quarter of the calendar year shall be the full amount of the current annual membership fee then established; and for those joining in the second quarter ¾ of the full amount: the third quarter ½ of the full amount; the fourth quarter ¼ of the full amount.

4.06 Non-Payment of Dues

a) If fees are not paid by February 1st in any year and written notice has been given to a delinquent Member; after seven (7) days of written notice the membership may be suspended or terminated by the Board of Directors.

b) Such unpaid dues shall remain a liability of such Member.

4.07 Resignations

a) Resignation from membership shall be in writing directed to the Chairperson of the Membership Committee.

4.08 Forfeiture

a) Any Member retiring or forfeiting their membership by expulsion, suspension or otherwise shall thereby forfeit all claims to any interest in the property of the Association and/or any membership fee paid and shall return to the Association their certificate, membership card and any Association emblem and shall forthwith cease to represent themselves as Members of the Association.

4.09 Suspension or Cancellation of License

a) If an Active Member of the Association or the employer or firm or corporation of an Individual - Active Member has their mortgage brokers or associates license suspended or cancelled by the Governing Authority in the Province of Alberta, then such Member’s membership in the Association shall be immediately suspended or terminated. All Individual-Active Members of a suspended or terminated broker corporation or firm must advise the Chairperson of the Membership Committee of the Association the name and place of the new licensed broker corporation at which they have registered their license within seven (7) days from the date of their previous Brokers termination or suspension or otherwise their Membership in the Association will also be suspended or terminated.

4.10 Reinstatement

a) Any Member having been expelled for any cause shall be eligible for membership only in the manner prescribed for new Members. A suspended Member may be reinstated by the Board of Directors if approved by a two thirds majority vote of the Directors present at a regularly called meeting of the Board of Directors; OR by special meeting of the Board providing at least seventy- two (72) hours notice of such special meeting has been given to every Director.

4.11 Penalty for Late Renewal

a) If a delinquent Member requests re-instatement of membership they will be required to pay the full amount of the annual dues plus a penalty of $35.00 for late payment.

4.12 Term of Membership

a) The term of membership for all new Members shall be for the remainder of the calendar year in which they join. Existing memberships shall be renewed from year to year through payment of annual dues as required hereunder.

4.13 Change to Active Membership

a) Any Member who engages in mortgage business on their own as defined by these By-laws shall be entitled to apply for membership as an Active Member and upon acceptance, shall pay the difference for the balance of the year between the fees payable by Active Members and the fees they have been paying for their previous class of membership. Their class of membership will remain unchanged until payment of the required fee for Active Membership has been received.

4.14 Privileges and Obligations of membership

a) Member Roster

i) The names of all Members shall be included in an annual roster, which shall designate the class of membership for each Member. Individual-Active Member’s names shall be printed under the name of the firm with which they are associated.

ii) It is an obligation of membership that upon request by the Association, Active Members shall supply the names of their employees and/or directors as the case may be.

b) Voting Rights

i) Active, Individual Active, Corporate Associate and Individual-Corporate Associate members shall have the right to vote and hold office as Directors or to serve as Chairpersons of a Special or Standing Committee. HOWEVER only Active and Individual- Active Members shall be eligible to serve as President or Vice President of the Association.

4.15 Change of Ownership

a) Active Members shall report in writing forthwith to the Association Secretary any change in ownership or part ownership of the business of such Member. Such change could, at the discretion of the Board of Directors, cause a change of membership type or a termination of membership.

4.16 Acceptance of By-laws

a) The firm or corporation with whom any Active Member is associated shall be subject to the By-laws of the Association (including without limitation the Code of Ethics and Standards of Practice). Any violation by the firm or corporation or by ANY of their officers, directors, agents or employees shall be deemed to be a violation by the active member.

4.17 Pledge of Members

a) The Members of the Association shall conduct themselves in accordance with the Association’s Objects, By-laws, Code of Ethics, Standards of Practice and do all things in their power to further the aims and objectives of the Association.

4.18 Business Office

a) All Active Members must maintain a business office. Such office may be contained in the same structure as the Member’s residence but must be separate and distinct from any living quarters in that residence.

4.19 Examination of Member’s Records

a) The Board of Directors shall at it’s option, from time to time appoint an independent examiner or group of examiners, whose duty it shall be to carry out an examination of the records of any Active Member of the Association.

b) The purpose of such examination will be limited to determining adherence to full and proper disclosure of fees, charges and bonuses and other legal requirements as required by Provincial law.

c) The expense of such examination shall be borne by the Association, except in the event of discovery of any violation during the examination, in which case the expense shall be borne by the Member who has committed such violation.

4.20 Association Seal, Crest and Forms

a) An Association Seal can be adopted by the Board of Directors and shall be the common seal of the Association and the Board shall from time to time, by resolution, provide for its custody, security and use. The Association office will be responsible for keeping the society’s Seal. The Board of Directors will give permission for the Association’s use of the Seal.

b) The Board of Directors may adopt any mark, design, device, symbol or emblem for use by the Association or its Members. Any Member may use such mark, design, device, symbol or emblem on their stationary or advertising material. Members may not under any circumstances use any such mark, design, device, symbol or emblem on any legal or other forms without written permission being obtained from the Board of Directors.

c) The Board of Directors may at their discretion adopt certain standard forms for use in the mortgage financing profession. These forms may bear the Association and/or the Member’s Crest and once printed, these forms shall not be altered or changed in any way by additional printing of any kind except for the member’s name, address, phone, fax, e-mail or other such contact information.

d) For the purposes of these By-laws, “Printing” shall not include any typed or written addendum to the standard form.

e) It shall be a breach of these By-laws for any Member to alter such material as indicated or to use any discontinued material of the Association.

ARTICLE 5 – MEETING

5.01 Annual General Meeting

a) The annual General Meeting of the Association shall be held at such place and time as may be determined by the Board of Directors. This meeting will be subject to the provisions of “Meeting Procedure” as outlined in these By-laws.

5.02 Special Meeting

a) Special meetings may be convened by order of the Board of Directors and shall be called by the President forthwith when so requested in writing by three (3) or more Directors, or upon the written request of any ten (10) Active or Individual-Active Members of the Association, at such time and place as may be determined by the Board of Directors, subject to the provisions of “Meeting Procedure” as outlined in these By-laws.

5.03 Notice of Meetings

a) Notice of the time and place of all general meetings of the Association and the general nature of the business to be transacted thereat shall be communicated, in any manner permitted by these By-laws, to each Voting Member at least five (5) days before the holding of a General Meeting and at least twenty one (21) days before the holding of a special meeting.

b) Meetings of Members either annual or special may be held at any time or place without such notice if all of the Active, Individual-Active Members either consent to the holding of the meeting or are present at such meeting, provided always and subject to the “Societies Act”

) Members may, at any time, waive in writing their right to notice for any meeting of the Members and may ratify, approve and confirm any or all proceedings taken thereat either before, during or after the meeting.

5.04 Service of Notice

a) Whenever under the provisions of these By-laws notice is required to be given, such notice may be given either personally, faxed, e-mailed, couriered, or sent by prepaid post, addressed to the Member, Director, or Officer of the Member at their last address as recorded on the books of the Association.

b) A notice or other document so delivered or sent by Telex, e-mail or post shall be deemed to be received on the same day as delivered either personally, by fax, e-mail or courier and seven (7) days after receipt of deposit in a post office or public letter box.

5.05 Adjournment

a) Any meeting of the Association or Directors may be adjourned at any time and such business as might have been transacted at the original meeting may be transacted at next convened meeting, providing all proper notices have been given to the required attendees at such adjourned meeting.

b) No error or omission in the giving of notice of any annual or other meeting or any adjourned meeting shall invalidate such meeting or any business passed or approved thereat.

5.06 Procedure

a) The President may determine the order at any meeting of the Association and the time and place at which meetings shall be held. The procedure of all meetings shall be as determined by these By-laws or where not provided for, the order of procedure at Association meetings shall be according to Roberts’ Rules of Order for Parliamentary Procedure.

5.07 Quorum

a) A quorum for the transaction of business at any meeting of the Association Members shall be achieved when not less than twenty (20%) percent of the Active, Individual-Active Members of the Association are present, or are represented by proxy, at such meeting with no less than five (5) Directors also present. All Directors present who are Active, Individual-Active Members will count toward the said 20% total requirement for such members.

5.08 Proxies

a) Votes on any poll may be exercised either personally or by proxy.

b) The instrument appointing a proxy shall be in writing under the signature of the appointee, their attorney or power of attorney (duly authorized). Such acceptable proxy may be deposited at the office of President or the Secretary of the Association not less than twenty- four (24) hours before the time for holding the meeting at which the person named in the proxy proposes to vote. An acceptable proxy may also be deposited with the Chairperson of the meeting anytime prior to the commencement of the meeting at which the proxy is to be exercised.

c) No representation will be permitted without receipt of an acceptable proxy. If the person named as representative or proxy in a proxy is not in attendance at the meeting then the proxy shall not be considered valid.

d) An instrument appointing a proxy shall be in the following form or such other form that is approved by the Board of Directors from time to time:

I, ________________of _______________________ in the Province of ___________do
hereby appoint ___________________as my proxy to vote for me and on my behalf
at the ________________general meeting of the Alberta Mortgage Brokers
Association to be held on the ______day of_______, 20___ and at any adjournment
thereof.  My proxy shall vote in accordance with my written instructions attached
hereto OR failing such attachment, they may vote at their own discretion.

 

 SIGNED this _____day of______20__.

 

 _____________________(Appointer)  ________________(Witness)

ARTICLE 6 – BOARD OF DIRECTORS

6.01 Composition

a) A board of twelve (12) Directors shall manage the affairs of the Association; Including a President, Vice President, Secretary and Treasurer. A minimum of eight (8) Directors including the President and Vice President must be Active or Individual-Active Members. The Board of Directors shall be elected in the manner prescribed herein and shall be sworn in at the Annual General Meeting of the Association. The Immediate Past President shall automatically be deemed a member of the Board, even if not standing for re-election as a Director.

6.02 Term of Office

a) All Directors elected shall serve for a term of two (2) years. Terms shall be ordered so as to ensure that the Directors positions will be open for election each year.

b) The immediate Past President shall serve for a one (1) year term.

c) Officers appointed by the President shall serve in that position for one (1) year but may be reappointed by the incoming President if a vacancy is still available on the Board. Should any appointed Director wish to continue serving on the Board after his or her appointed time such person must stand for election at the end of his or her appointed term.

d) Replacement Directors appointed by the President part way through a term shall serve only for the remainder of the appointing President’s term. They may be re-appointed by the incoming President as above but must stand for re-election if they wish to continue on the Board past the expiry of such incoming President’s term.

e) The President shall serve for a one (1) year term and cannot stand as President in concurrent year.

6.03 Meetings

a) The Board of Directors shall meet as often as deemed necessary by the President of the Association but in no event less than four (4) times annually with a span of no greater than ninety (90) calendar days between such meetings. These meetings shall be held at such time and place as the President may decide, provided that the required notice as prescribed in these By-laws has been given to all Directors.

b) Teleconference meetings are an acceptable method of carrying out the business of the Association.

6.04 Liability

a) The Board of Directors and members of the Board of Directors shall not be liable for any action taken or omitted by them in good faith, or for the acts of any agents, employee or attorney selected by the Board of Directors in good faith. If deemed necessary by the Board all directors shall be provided with liability insurance with respect to the position of Director, with cost of said insurance paid for by the Association.

6.05 Remuneration

a) Members of the Board of Directors shall receive no remuneration for services rendered as a member of the Board; but, at the discretion of the Board, Directors shall be reimbursed for costs incurred in carrying out their duties as Directors.

6.06 Quorum

a) Providing that proper notice of a meeting has been given to all Directors a total of five (5) Directors present at a meeting of the Board of Directors shall constitute a quorum so long as at least three (3) of the Directors present are Active or Individual-Active Members.

b) Failure to maintain a quorum of elected Directors will require the immediate calling of a General Meeting to fill the vacancies with nominations accepted from the floor and voting by secret ballot if required.

6.07 Vacancies

a) Vacancies on the Board of Directors, however caused, shall be filled from among the General Membership of the Association by appointment of the President and approval of a Majority of the Board, providing that a quorum of Directors remains in office prior to the Appointment of such replacements.

b) In the event of a vacancy in the position of President, for whatever reason, this position will be filled by the Vice President for the remainder of such President’s term.

6.08 Replacement or Removal of Officers or Directors

a) If any member of the Board of Directors shall resign his or her office, or without reasonable excuse by being absent themselves from three (3) or more Directors Meetings or be expelled from the Association, the Board of Directors may by majority vote declare the said office vacant and ask the President to fill such vacancy by appointing a new director.

b) Should the conduct or performance of duty by any Officer or Director be deemed inadequate, for any reason that is accepted by a majority of the Board of Directors, that Officer or Director may be removed from Office by the Board and the President can replace such person in the manner prescribed in these By-laws.

c) If the Officer or Director who is found inadequate is the President then a General Meeting of the Association shall be called in the manner herein prescribed for the purpose of removing the President from Office and it shall require a two thirds (2/3) majority vote of Voting Members at that meeting to approve such action.

ARTICLE 7 – LIST OF OFFICERS

7.01 President

a) Qualifications

i) The President of the Association shall be an Active or Individual-Active Member who has served at least one (1) year on the Board of Directors and at the time of their nomination must be a sitting member of the Board of Directors.

b) Duties and Powers

i) It shall be the duty of the President to preside at all meetings of the Association, to take care of the general interests of the Association and to ensure that the several provisions of the By-laws are enforced. The President shall have the power to appoint the Chairperson of all Committees and to declare and fill vacancies of any Committee Chairpersons for any reason. PRIOR TO ACCEPTANCE SUCH APPOINTMENTS MUST BE CONFIRMED AT THE NEXT MEETING OF THE BOARD OF DIRECTORS. The President shall be an ex-officio member of all committees.

ii) In the case of an equal vote on any motion the President may cast THE ONE AND ONLY VOTE to accept or decline the motion.

7.02 Vice President

a) Qualifications

i) Any Active or Individual – Active Member who has been elected as a Director is eligible to be appointed as Vice President by the President. This appointment must be ratified by a majority of the Board of Directors.

b) Duties and Powers

i) In the absence of the President, the Vice President shall perform all duties normally handled by the President.

7.03 Treasurer

a) Qualifications

i) The President may appoint any sitting Director as Treasurer. This appointment must be ratified by a majority of the Board of Directors.

b) Duties and Powers

ii) The Treasurer shall have control of all funds and property of the Association. The Treasurer and one other authorized signing officer shall have the authority to pay any and all bills or accounts payable, up to a spending limit as set by the Board of Directors from time to time, without further consent from the Board as a whole. The Board of Directors must approve any amount in excess of such preset limit prior to payment.

iii) It shall be the responsibility of the Treasurer to render financial statements of the Association both monthly and annually to the Board of Directors in such detail as the Board may require. The books and accounts of the Association will be delivered by the Treasurer at the end of each fiscal year for audit by an auditor approved by the Board. This audit will then be presented for approval at the next Annual General Meeting after which it will be handed over together with all funds, books, papers and any other property of the Association to any duly appointed successor.

7.04 Secretary

a) Qualifications

i) The President may appoint any sitting Director or Member at large as Secretary. This appointment must be ratified by a majority of the Board of Directors.

b) Duties and Powers

i) It shall be the duty of the Secretary to keep control and custody of all records and minutes of all meetings of the Association. This shall include General Membership Meetings, Standing Committee Meetings, Board of Directors Meetings, as well as any other records or information that the Association or Board of Directors shall prescribe from time to time. The Secretary shall also be responsible for sending proper notice of all meetings and shall conduct any general correspondence in connection with the business of the Association including reporting to any Governmental Agency as required.

7.05 Directors

a) Qualifications

i) The qualifications for a Director shall be the same as the qualifications for voting membership in the Association. Directors shall cease to be Directors at such time as they cease to be a Member of the Association.

b) Duties and Powers

i) The Board of Directors shall administer the affairs of the Association in all things and may make or cause to be made for the Association, in its name, any kind of contract that this Association by its constitution is authorized to make and may lawfully enter into.

7.06 General Manager/Executive Secretary

a) Qualifications

i) The President may appoint any qualified individual as General Manager and Executive Secretary. This duty may be a voluntary or a paid position. Such appointment and any remuneration must be ratified by a majority of the Board of Directors.

b) Duties and Powers

ii) The General Manager shall take charge of the offices of the Association subject to the control of the Board of Directors and shall keep account of all receipts and disbursements in proper books subject to examination by any two or more members of the Board of Directors at all times. The General Manager shall perform such other duties as are set forth in these By-laws or are prescribed by the Board of Directors.

7.07 Administration Staff

a) The President, with the approval of a majority of the Board of Directors, may appoint such staff as they consider necessary to perform such duties as they prescribe. Remuneration of all such staff shall be as considered appropriate by the Board of Directors from time to time.

ARTICLE 8 – ELECTIONS

8.01 Time

a) The election of Directors and the President of the Association shall take place on an annual basis, prior to the Annual General Meeting and in the manner prescribed herein.

8.02 Qualifications to Vote and/or Hold Office

a) Any paid up Member of the Association except Honorary Members are eligible to vote and after one (1) year of membership may be nominated as a Director. The Board of Directors shall appoint only those Members elected as Directors to the position of Officers and in the manner described under “List of Officers” in these By-laws.

8.03 Nominations

a) The Membership Committee in accordance with these By-laws shall conduct nominations and elections of Directors and the President. Each year the Membership shall determine the number (not to be less than 1/3) of Directors to be elected and sworn in at the next Annual General Meeting.

b) A minimum of seventy-five (75) calendar days prior to the Annual General Meeting all

Members shall be contacted in the manner prescribed for a Notice of Meeting, requesting nominations for the position of expiring Directors and the position of President.

c) Any member eligible to vote may nominate one or more eligible members to stand for election. All nominations must be signed by the nominating member supported by the signature of one (1) other eligible voting member on the prescribed form as supplied by the Association. This form must contain the consent of the member being nominated.

d) The Membership Committee, prior to holding an election, will validate all nominations submitted. If a nomination is declared invalid all Members submitting the nomination must be notified and given the opportunity to correct their nomination.

8.04 Return of Nominations

a) Nominations for election must be returned to the Chairman of the Membership Committee not less than forty-five (45) calendar days prior to the Annual General Meeting. If nominations for Directors do not exceed the number available for election (as determined by the Membership Committee) then all eligible nominees will be deemed elected by acclamation and balloting or hereafter provided for shall not be required. The same result will apply if only one eligible nomination for President is received.

8.05 Ballots

a) Except where there is an election by acclamation, not less than thirty (30) calendar days prior to the Annual General Meeting, all members eligible to vote shall be supplied with a ballot of qualified and consenting candidates. These ballots shall be accompanied with a brief biographical sketch as described below.

8.06 Biography of Candidates

a All nominees for Director or President after consenting in writing to the said nomination shall provide a brief biographical background to the Membership Committee for distribution to the General Membership at least thirty-five (35) calendar days prior to the Annual General Meeting.

8.07 Election Procedure & Tabulation

a) Not less than ten (10) calendar days prior to the Annual General Meeting all ballots must be returned to the Association’s approved auditor for tabulation. Results of the tabulation will be announced prior to the Annual General Meeting.

b) The Auditor will control all ballots and voting results contained therein cannot be disclosed with any Member of the Association other than declaring the elected candidates.

8.08 Destruction of Ballots

a) During the Annual General Meeting and after the election results have been announced and accepted the Chairperson shall ask for a motion from the floor to destroy the ballots.

8.09 Installation of Officers

a) The President and all elected Directors shall be sworn into office at the Annual General Meeting. The Vice President, Treasurer, Secretary and all other Officers shall be appointed from the Board of Directors by the President at the earlier of the first Director’s Meeting or thirty (30) days subsequent to the Annual General Meeting.

b) If insufficient nominations for election were received to fill the upcoming vacancies for Directors the incoming President shall fill the remaining positions, providing such appointments comply with all requirements of these By-laws.

ARTICLE 9 – STANDING COMMITTEES

9.01 Committee Members

a) Standing Committees shall consist of a Director appointed by the President as Chairperson and Committee Members then selected by the Chairperson in accordance with these By-laws. The term of all Committee members shall expire at the same time as the term for the President who appointed them.

b) No member of the Ethics Committee shall serve on the dispute panel in any manner if they have any personal or financial interest in the dispute or if they are related either personally or in business to either party in a dispute. Such inability to serve shall be determined conclusively by the Board of Directors.

9.02 Ethics Committee

a) The Ethics Committee shall consist of five (5) Members including the Chairperson with a minimum of three (3) Members being Active or Individual-Active Members.

b) At the Board of Directors discretion the Ethics Committee may be split into two with a Northern Alberta Committee to deal with ethics issues north of Red Deer and a Southern Alberta Committee to deal with ethics issues in Red Deer and all areas south of that City. If the Ethics Committee is split then the Chairperson for each area will appoint two (2) other members with at least (1) of those members being an Active or Individual-Active Member.

c) Only written reports and complaints relative to infringement of the Constitution, By-laws, Brokerage Fees, Charges, Standards of Practice or Code of Ethics by Association Members shall be considered and reviewed by the Ethics Committee.

9.03 Authority

a) The Ethics Committee shall have the right after receiving a properly filed complaint to make investigations and institute proceedings of its own initiative and shall have the authority to call before it any Member of the Association, who shall appear and produce such documents and/or records as they have in their possession or control relative to the Complaint before the Committee, within such time as shall be specified by the Committee. The Ethics Committee may, but shall not be obliged to, hold a hearing on the matter.

b) After reviewing the complaint the Committee shall have the right to recommend in its decision to the Board of Directors that the Board shall fine, reprimand, suspend or expel any Member for an infraction found in any areas under their review.

c) The Board of Directors shall have the power and authority in its discretion to impose the penalty recommended by the Ethics Committee or such other penalty deemed appropriate. After applying a penalty on a Member, the Board shall have the right to file their decision with the regulatory body of the Province of Alberta having jurisdiction over mortgage brokers (associates) providing that any appeal by the Member has been heard and the time for further appeal has elapsed. In the case of an expulsion of a Member such filing with the Regulator shall be mandatory.

9.04 Filing of Complaint

a) An ethics complaint against a Member must be presented in written form to the Chairperson of the Ethics Committee. Should the complaint be against any Member of the Ethics Committee the complaint should be presented in written form to the Board of Directors. Documents supporting the complaint should accompany this initial letter or be provided to the Ethics Committee as soon as possible thereafter but must be reviewed by the Committee before any proceeding against a Member occurs.

9.05 Member’s Representation at Examination

a) A Member who is subject to investigation or hearing before the Ethics Committee may be represented in person or by professional counsel; however, members of the public shall not be permitted to be in attendance at the hearing.

9.06 Appeals

a) Any member affected by that decision may make appeals against a decision by the Ethics Committee to the Board of Directors. Such appeal must be in writing and filed within seven (7) days after the decision of the Committee is rendered and notice has been served on the affected Member.

b) In the case of an appeal, members of the Board of Directors shall sit as the Board of Appeal and all qualified Directors must be present to constitute a quorum. The President (or in his absence the Vice President) of the Association shall chair the Board of Appeal and this Board shall have full power and authority to consider and decide on any appeal brought to its attention. The standards of disqualification regarding a member of the Ethics Committee shall be the same for the Board of Appeal and any Director so disqualified shall take no part in any appeal brought before the Board of Directors.

c) An affirmative vote by a majority of the Board of Appeal shall be necessary to reverse or approve any decision of the Ethics Committee. The findings of the Board of Appeal shall be in writing, signed by the President of the Association and shall forthwith be made known by the Secretary of the Association to all Members involved in the dispute. Such decision shall be served on all members involved in the dispute no later than three (3) days after the Board of Appeal’s final decision. All Members involved in the dispute shall accept the decision by the Board of Appeal as binding and conclusive.

d) The procedure of the Ethics Committee and, in the event of an appeal, the Board of Appeal, shall not be bound by the legal rules of evidence. The purpose shall be to determine the truth or falsity of any charge and the Committee or Board of Appeal shall proceed in the best interests of the Association with fairness, justice and equity to all parties in any inquiry or hearing.

9.07 Arbitration Committee

a) The Arbitration Committee shall consist of five (5) members including the Chairperson with a minimum of three (3) persons being Active or Individual-Active Members. Duties of the committee shall be to direct all arbitration activity regarding commission disputes between Members of the Association and as arbitrators to serve without compensation.

b) The rules of conflict for members of the Arbitration Committee shall be the same standards as those applied to the Ethics Committee.

9.08 Complaint

a) A complaint or request for arbitration regarding a commission dispute must be filed no later than three (3) months from the date of an alleged violation. It shall be in written form signed by the complaining party, addressed to the Chairperson of the Arbitration Committee and must contain a concise statement of the controversy.

b) Upon receipt of a properly filed complaint, the Committee shall forward a copy to the Member(s) complained against and shall fix a time and place for a hearing.

c) Notice shall be given to all effected parties at least five (5) working days in advance.

9.09 Representation

a) No member shall be permitted representation by professional counsel or have members of the public in attendance at any hearing of the Arbitration Committee. An Active or Individual -Active Member of the Association may, if so desiring, represent Members.

9.10 Custody of Files

a) The Arbitration Committee shall have custody of the files of all Members involved in any arbitration. All such files shall be regarded as confidential and be available only to the Arbitration Committee, the Board of Directors of the Association, any Board of Appeal and to all parties subject to the case being arbitrated.

9.11 Decision

a) A decision by the majority of the arbitrators shall be the Committee’s decision and shall be accepted by all parties to the controversy as binding, final and conclusive. The decision shall be in writing, signed by the Chairperson of the Arbitration Committee and shall be submitted to the Board of Directors after which the Secretary of the Association shall deliver the findings to all parties involved.

b) The Arbitration Committee may decline to take action on a complaint if, in their opinion, there appears to be no merit in the contention of the complaining party.

c) The Arbitration Committee shall not be bound by the legal rules of evidence and procedure as in a court of law but shall be the sole judge of the evidence received and the procedure to be followed in hearings before it.

d) Any and all possible claims of liability arising out of any action by the Arbitration Committee, Board of Directors or Board of Appeal must be waived by all parties to the dispute prior to any investigation.

9.12 Award By Arbitration

a) If the Committee’s decision is that a Member was in error and should have paid a part or all of the commissions to the complainant Member, the Member found at fault shall pay forthwith to the complainant that portion of the commission awarded by the Committee.

b) In the event of failure by any Member to comply with the decision of the

Arbitration Committee within twenty (20) days after receiving proper notice the Board of Directors shall have the power and authority, in its discretion, to fine, or expel the violating Member.

9.13 Appeals

a) Appeals from the decision of an Arbitration Committee should be made to the Board of Directors. The procedure and rules for appeals shall be the same as outlined for appeals from decisions of the Ethics Committee.

9.14 Special Standing Committee

a) Committee Members:

i) Special Standing Committees shall consist of not less than three (3) members including the Chairperson who shall be a sitting Director appointed by the President. At least one Committee Member must be an Active or Individual-Active Member and all terms shall end at the Annual General Meeting.

ii) The Chairperson shall appoint all other Members to the Committee and may call on any Member of the Association for such service. If the Chairperson shall call upon any Association Member outside the Committee for advice or consultation then each such Member shall become pro-tem an official member of their Special Committee.

9.15 Names of Committees

a) The following Special Standing Committees shall exist:

i) By-laws, Rules and Regulations Committee

ii) Membership Committee

iii) Public Relations Committee

iv) Education Committee

v) Government Policy and RECA Relations Committee

vi) Social Committee

b) The President may appoint such other Special Standing Committees as deemed necessary, with said Committees to run for a specific term as defined by the President and approved by the Board of Directors but in no event past the next Annual General Meeting.

9.16 Duties and Powers

a) By-laws, Rules and Regulations Committee: It shall be the duty of the By-laws Committee to examine and report to the Board of Directors on any suggested amendments to the By-laws of the Association, Standards of Practice and Code of Ethics and to recommend approval or rejection of such amendments for the benefit of the Association.

9.17 Membership Committee

a) It shall be the duty of the Membership Committee to recommend to the Board of Directors changes to membership fees and charges. To promote membership in the Association, investigate the eligibility and qualifications of applicants for membership and report in writing their approval or rejection of such applicants for final approval by the Board.

b) The Membership Committee shall also distribute all necessary documentation to prepare the Association Membership for all elections.

c) The deliberations in carrying out the duties of the Membership Committee shall be confidential and it may suggest such changes to rules and regulations for its activities, from time to time, as are approved by the Board of Directors. Such changes shall be temporary and will expire at the end of the next Annual General Meeting.

9.18 Public Relations Committee

a) The Public Relations Committee shall promote and secure the publication of legitimate information relative to Association affairs and mortgage financing generally, as approved by the Board of Directors. It shall watch for and bring to the attention of the Board such items of publicity, advertising and circularizing as seem to be unethical, dishonest or harmful in connection with mortgage financing interests.

9.19 Education Committee

a) It shall be the duty of the Education Committee to make recommendations to the Board of Directors on all matters dealing with broker education. This Committee shall be responsible for the establishment, institution, upgrading and control of all education courses authorized by the Board of Directors.

b) The Education Committee shall examine and report to the Board all suggested amendments to existing material or forms and shall examine, report and recommend any new forms or material for the benefit of the Association or its membership.

9.20 Government and RECA Policy Committee

a) It shall be the duty of the Government and RECA Policy Committee to liaise with and lobby the Provincial authorities having jurisdiction over the mortgage brokerage industry and any other related fields, parties or groups, for the benefit of the Association and its Members.

9.21 Social Committee

a) It shall be the duty of the Social Committee to promote and organize social functions for the Association including the Annual General Meeting, Luncheon Meetings and any other Special Meeting or Occasion to promote the camaraderie and sporting spirit of the Members of the Association.

ARTICLE 10 – CHAPTERS

10.01 Authorization

a) The Board of Directors is authorized to form Chapters in any areas, as it may consider advisable, always considering the benefits such Chapters would provide for the Association.

10.02 Application

a) A minimum of five (5) new Members shall be required as a nucleus in order to make application to the Association for formation of a Chapter.

10.03 Fees

a) Fees payable by new Members joining a Chapter shall be the same as those fees payable by a similar Member classification in effect for Association Members at the time the members of the Chapter join the Association.

10.04 Ratification

a) Applications for membership in a Chapter shall be recommended by the Chapter Chairperson and forwarded to the Association Office together with the appropriate fees for final ratification by the Board of Directors.

10.05 Approval of Actions

a) The By-laws of the Association and any amendments shall govern all actions of each Chapter and its members.

ARTICLE 11 – AMENDMENT OF BY-LAWS

11.01 Approval

a) These By-laws may be added to, altered, amended or repealed by a Special Resolution at an Annual General Meeting providing 21 days or more notice of the meeting and the proposed changes had been given. A minimum of 75% of the members present must be in favour of this Special Resolution.

11.02 Ratification by Resolution

a) Any additions, alterations, amendments or repeals approved by the Board shall not be in force until confirmed by a Special Meeting of the Association or at an Annual General Meeting.

b) Proper notice as defined in these By-laws must be given to all Members declaring the Board of Directors intent to propose changes to the By-laws. This notice must be accompanied by a resolution setting out the general nature of all proposed additions, alterations, amendments or repeals.

ARTICLE 12 – INCLUSIONS

12.01 Resolution

NOTICE OF RESOLUTION

 

PROPOSING TO ADOPT

 

REVISED BY-LAWS

 

FOR

 

THE ALBERTA MORTGAGE BROKERS ASSOCIATION

 

At an Annual General Meeting of the Members

 

To be held at_________________________________

 

On the ________ day of ______________,  ____

 

 

WHEREAS the Board of Directors of the Alberta Mortgage
Brokers Association (the Association) has approved
for adoption by its members revised By-laws:

 

THEREFORE, BE IT RESOLVED THAT:

 

“The current By-laws of the Association be withdrawn
and the proposed new By-laws of the Association, a copy
of which has been distributed to every member, be adopted
as the approved By-laws of the Association in place of
the current Bylaws”

 

The new By-laws shall be effective as of this date,
the _____ day of _____________, ____.

 

12.02    Code of Ethics

 

ALBERTA MORTGAGE BROKERS ASSOCIATION CODE OF ETHICS

ETHICAL STANDARDS

a) In the best interest of the Association, their Associates and their own business, members will be loyal to the Association and active in its work. They shall willingly share with fellow members the lessons of their experience.

b) Members shall always conduct their business so as to avoid controversies with fellow members and shall work with honesty, integrity and professional conduct in accordance with the highest moral standard.

c) A member should never publicly criticize a competitor nor express an opinion of a competitor’s transaction unless requested professionally to do so in writing by one of the principals in a transaction, or their lawyer. Any opinion then rendered should be in accordance with accepted professional courtesy and integrity.

d) Except in the normal course of business, members should never seek without a competitor’s consent, information about a competitor’s transaction for the purpose of closing the transaction themselves, nor to divert the customers to any other source.

e) When a member accepts an application from another member, the agency agreement of the member who referred the application shall be respected at all times. Should the application for financing come to the attention of the accepting member from another source, or the applicant without solicitation offers to apply to the accepting member then the original agency agreement must be honored until expiry. Furthermore such an application shall not be passed on to a third party without the consent of the original member.

f) In respect to clients who place their interest in your care a member must endeavor always to be informed, regarding the law, proposed legislative changes, essential facts or public policies which affect those interests. Members must always conduct their activities in full compliance with all Federal, Provincial and Municipal Laws and Regulations, the By-laws and Code of Ethics of the Association and The Real Estate Act of the Province of Alberta.

g) When accepting work on behalf of a client, members pledge to be fair, to protect and promote the interest of their client as they would their own and to keep all information provided as confidential. Should a member be acting as a principal, lender or agent for the lender they pledge themselves to deal fairly and in the best interests of all parties in the transaction. Members must disclose any perceived conflicts of interest as they may apply.

h) It is the duty of all members to protect the public against fraud, misrepresentation or unethical practices in connection with any financial transaction. A member shall ascertain all pertinent facts concerning each transaction for which they accept an agency so that it will be offered to all parties in the transaction without any known form of deception, error, omission or misrepresentation. Under no circumstances should a member knowingly permit themselves to be involved in a transaction, which may be suspected of misrepresentation, fraud or illegality.

i) When an agreement is reached as to the terms of a transaction and after having ascertained and weighed the facts the member shall fully inform each party regarding brokerage fees (for which they shall make a fair charge) and all other expenses for which each is respectively liable. All contracts and agreements to which a member is party should be in writing and shall be complete and exact to the best of their knowledge and ability.

k) When setting a fee, a member shall take into account:

i) Time and effort required and spent

ii) Difficulty and importance of the matter

iii) Whether special skill or service has been required and provided

iv) Customary charges of local brokers of equal standing in like matters and circumstances.

v) Amount involved or the value of the subject matter

l) If asked for an appraisal of real property members should defer to qualified professionals in that field. Where an opinion on a real estate financing problem is sought, members should never give an unconsidered answer; their counsel constitutes a professional service, which they shall render in writing over their signature.

m) A member shall, if charged with unethical practice, which charge shall be in writing and signed by the complainant, on demand by the Association, place all pertinent facts before the proper tribunal of the Association for investigation and judgment in accordance with the By-laws of the Association.

n) As an Association we support the concept of an informed consumer and members shall always provide the client with sufficient opportunity to make an educated, informed and unhurried decision. As such, members agree to completely disclose all facets of a proposed transaction to the consumer.

o) Members agree to disclose all relevant details in a transaction to all related parties. Furthermore, in the event a member is uncertain as to the relevance of details; the member will include those details with the submission so that the recipient may determine their relevance. Members will not mislead any party nor withhold information.

p) The member is a borrower, directly or indirectly through a corporation, and therefore has a personal interest in the property being mortgaged, this must be disclosed to the lender. If a member is a lender and earning a fee in the transaction while acting as a broker in the same transaction, the member shall disclose that he/she is a lender and has an interest in the transaction.

q) Members agree to practice in strict accordance with the Real Estate Act, Rules, Bylaws, Regulations and Code of Conduct and other laws that govern trading in mortgages in Alberta.

ARTICLE 13 – CODE OF ADVERTISING ETHICS

13.01 Preamble

a) The personal nature of the mortgage industry and the trust conferred on us places a serious responsibility on the industry as advertisers. Recognition of this trust is embodied in the following Code of Advertising Ethics endorsed by Member companies of the Alberta Mortgage Brokers Association. Some of the aims and objects of the Association are:

i) To do all things necessary to advance and improve the relations of the Members of the Association with the public;

ii) To advance and promote the interest of those engaged in mortgage financing as brokers, agents, dealers and valuators and to increase public confidence in and respect for those engaged in the profession of mortgage brokerage;

iii To gain the recognition and support of lending institutions, private investors, government and regulatory agencies.

13.02 Implementation

a) A member must advertise only in accordance with the advertising code as set out in the By-laws and Regulations of the Alberta Mortgage Brokers Association and all advertising must comply with appropriate legislation of the Regulatory bodies governing our industry.

b) Members of the Alberta Mortgage Brokers Association will be alert to observe infringements of this code.

c) Alleged breaches of this Code of Advertising Ethics will be referred to the office of the Alberta Mortgage Brokers Association and/or the Advertising Standards Council for the appropriate review and immediate action.

d) Members deemed guilty of infractions of this code and unwilling to accept the decisions of the Alberta Mortgage Brokers Association and the Advertising Standards Council will have their case referred to the Board of Directors of the Alberta Mortgage Brokers Association for disciplinary action and/or penalties as provided for in the By-laws of the Association.

13.03 Code

a) The industry supports and subscribes to the Canadian Code of Advertising Standards as published by the Canadian Advertising Advisory Board.

b) Advertisements may not contain inaccurate or deceptive claims or statements, direct or implied, with regard to rate, borrower qualifications, and availability of funds or performance of a service.

c) Our services shall be advertised fairly and accurately and we shall strive in our advertising; to be believable, to command public confidence and respect, to avoid offending public standards of good taste.

d) Our advertising shall be such that the reader, listener or viewer can accept and rely on it as being factual.

e) Our advertising shall avoid encouraging borrowing, which is detrimental to the customer.

f) Our advertising shall refrain from the implication that credit will be extended regardless of the applicant’s circumstances.

g) All media shall be used in a manner compatible with the overall objectives of maintaining a good industry image while presenting our services.

h) Advertisements shall not be prepared or be knowingly accepted, which contain false, misleading, unwarranted or exaggerated claims – either directly or by implication.

i) No advertisement shall be made or used which is vulgar, suggestive, or in any way, offensive to public decency.

j) No advertisement shall be made or used, which makes misleading or inaccurate presentations of actual and comparative prices.

k) No advertisement shall be made or used or be knowingly accepted, which contains false or misleading testimonials, or which does not reflect the real choice of the person giving the testimonial. Advertisers and agencies must be prepared to produce evidence in support of the claims made in any testimonial advertisement.

l) Advertising shall not deliberately imitate the copy, slogans, or illustrations of other advertisers or otherwise to mislead the consumer.

m) Members shall not engage in Bait Advertising, which does not give the consumer a fair opportunity to purchase services advertised at the terms represented.

n) Advertisements must not discredit or unfairly attack other brokers, or exaggerate the nature or importance of competitive differences between broker’s competitors. When competing services are compared there should be proof of these claims.

o) Wherever possible the Association membership should be noted and the logo included in any advertisement. The member’s name, as registered with the Real Estate Council of Alberta, must be included in all advertising.

Code of Ethics

Ethical Standards

f) In respect to clients who place their interest in your care a member must endeavor always to be informed, regarding the law, proposed legislative changes, essential facts or public policies which effect those interests. Members must always conduct their activities in full compliance with all Federal, Provincial and Municipal Laws and Regulations, the By-laws and Code of Ethics of the Association and The Real Estate Act of the Province of Alberta.

k) When setting a fee, a member shall take into account:

i) Time and effort required and spent

ii) Difficulty and importance of the matter

iii) Whether special skill or service has been required and provided

iv) Customary charges of local brokers of equal standing in like matters and circumstances.

v) Amount involved or the value of the subject matter

q) Members agree to practice in strict accordance with the Real Estate Act, Rules, Bylaws, Regulations and Code of Conduct and other laws that govern trading in mortgages in Alberta.

CODE OF ADVERTISING ETHICS

Preamble

i) To do all things necessary to advance and improve the relations of the Members of the Association with the public;

iii) To gain the recognition and support of lending institutions, private investors, government and regulatory agencies.

13.2 Implementation

b) Members of the Alberta Mortgage Brokers Association will be alert to observe infringements of this code.

13.3 Code

a) The industry supports and subscribes to the Canadian Code of Advertising Standards as published by the Canadian Advertising Advisory Board.

b) Advertisements may not contain inaccurate or deceptive claims or statements, direct or implied, with regard to rate, borrower qualifications, and availability of funds or performance of a service.

) Our services shall be advertised fairly and accurately and we shall strive in our advertising; to be believable, to command public confidence and respect, to avoid offending public standards of good taste.