Arizona Commercial Mortgage Lenders Association
Bylaws
Approved May 14, 2024
ARTICLE I
THE ASSOCIATION:
Section 1 Name: The name of this Association is the Arizona Commercial Mortgage Lenders
Association, hereinafter referred to as the “Association”.
Section 2 Objective: The Objective for the Arizona Commercial Mortgage Bankers Association
is to effectively promote the interests of those engaged in the business of lending money on
commercial real estate, buying and selling mortgages, deeds of trust, or bonds secured by
commercial real estate. and for the better safeguarding and protecting of the borrower, investor
and originator in commercial real estate mortgage or deed of trust transactions.
Section 3 Duration: The duration of the life of the Association shall be perpetual.
Section 4 Fiscal Year: The fiscal year of the Association shall begin July 1st and end June 30th.
Section 5 Liability: No Member, Officer or Director of the Association shall be liable, either
jointly or severally, for the debts of the Association in excess of unpaid current membership
dues.
Section 6 Seal: The Association shall act and operate without a corporate seal.
Section 7 Dissolution: Should the Association cease to exist, the distribution of assets shall be as
follows: (i) Pay any outstanding debts of the Association. , then (i) if any amounts remain
available current annual dues will be refunded by proration, based upon the remaining fiscal
year, and finally (iii) to be distributed to charity as determined by a majority of the remaining
Directors.
ARTICLE II
BASIC POLICIES:
The following are basic policies of the Association:
A.) The Association shall be noncommercial.
B.) The name of the Association or the name of any members in their official capacities
shall not be used to endorse or promote a commercial concern or for any purposes not
related to promotion of the Objectives of the Association.
C.) No part of the net earnings of the Association shall inure the benefit of, or be
distributable to, its Members, Directors, Officers, or other private persons. Except,
that the Association shall be authorized and empowered to pay reasonable
compensation for services rendered, and to make payments and distributions in
furtherance of the Objectives set forth herein.
ARTICLE III
MEMBERSHIP AND DUES:
Section 1– Classification and Qualifications of Members: The membership of the Association
shall consist of Regular- members. Unless disqualified by other provisions of these Bylaws,
individuals, partnerships. Firms, or corporations who conduct business in accordance with the
Associations Standards of Ethical Practice, and who comply with all applicable State of Arizona
bonding and licensing requirements are eligible for membership. For purposes of definition, in
good standing denotes in compliance with these Bylaws.
A. Membership status: Membership shall inure to the company or entity. Each member
company shall have a designated member. The designated member shall receive all
official association notices and is responsible for paying the annual dues.
Section 2– Application for Membership: Applications for membership shall be filed with the
executive secretary on a form provided. The membership application packet shall contain an
application form and a copy of these Bylaws. The Executive Secretary will review theapplication and forward the application to the Board of Directors. All applications shall be acted
upon in a timely manner. The actions of the Board of Directors shall be confidential and final.
A. Fees: There shall be a one-time initiation fee as determined from time to time by the
Board of Directors. Initiation Fee may be waived at the discretion of the Board of
Directors.
B. Notice of Admission: Notice of Admission to the Association shall be sent by the
Secretary/Treasurer or Executive Secretary to the applicant with a statement of dues to
be paid. Payment of said dues will represent acceptance of Membership, and an
agreement to be bound by the Bylaws.
C. Rejection of Application: Two (2) negative votes shall reject any application for
membership. If an applicant is rejected, reapplication for membership is not acceptable
within six (6) months of the rejection. The Secretary/Treasurer or Executive Secretary
shall forward notice of rejection to the applicant.
Section 3- Dues: the Board of Directors at the Annual Membership Meeting shall set the annual
dues (and administrative charges or late charge for all delinquent payments). All annual dues
shall be due and payable no later than August 1st
A. New Members: Those applicants approved for membership during the fiscal year
shall have their annual dues prorated in accordance with the following schedule;
approved between July 1 and December 31, full annual dues, January 1 to March 31,
fifty percent (50%) of the annual dues; April 1 to June 30, twenty five percent (25%)
of the annual dues.
B. Notification of Dues: The Secretary/Treasurer in conjunction with the Executive
Secretary of the Association will prepare a statement indicating the amount due for
each Member of the Association. Statements will be mailed at the beginning of the
fiscal year.
C. Failure to Pay Dues or Assessments: Failure to pay any dues (or installment thereof)
or assessments due to the Association within thirty (30) days of notification shall be
sufficient cause for the Board of Directors to forfeit the Membership of the delinquent
Member. The Member may be reinstated by the Board of Directors upon payment of
all amounts due to the Association, plus the late charge or administrative charge. The
Board of Directors can assess a late charge or administrative charge in lieu of
forfeiture of membership.
D. Reinstatement: If a member wishes to be reinstated after allowing Membership to
lapse, the Board of directors, at its sole discretion, may assess an additional
reinstatement fee.
Section 4- Special Assessments and Fees: The Board of Directors, with the concurrence of a
majority of the Regular Members voting, can enact special assessments to the Membership. The
Secretary Treasurer or Executive Secretary will forward notification in a timely manner.
Assessments and fees will be due and payable within thirty (30) days of notification.
ARTICLE IV
BOARD OF DIRECTORS:
Section 1- General: The Board of Directors shall have the duty and power to control and
manage all the affairs of the Association. The Board shall approve all purchases and contracts for
the Association as a whole, provide for all expenditures for the Association as a whole, and do
all business necessary in connection with the transaction of the business of the Association in
conducting its Objectives and purposes. Except where specifically restricted in these Bylaws, the
action of the Board of Directors shall be final and shall not require the approval of Regular
Members of the Association to be valid.
Section 2- Composition: The Board of Directors shall consist of not less than nine (9), directors,
but always an uneven number. The Board shall include the four (4) elected officers the
immediate Past President of the Association and at least four (4) additional members.
A. Term: The immediate Past President shall serve a one-year term as a director on the
board. The remaining Directors shall be appointed for up to three-year terms. The
terms of the remaining directors shall be staggered to provide continuity for the board
directing the affairs of the association.
Section 3- Duties: Each duly elected Director shall attend and participate in all scheduled
regular and special meetings of the Board of Directors. The Directors shall accept such
committee assignments, or any other duty, as assigned by the President or the Board of Directors.
A. Removal for Cause: Failure to adequately perform the duties of a director can result
in the President requesting the Director to resign. The request to resign must be
approved by a two-thirds majority of the remaining Directors.
Section 4- Resignations: Any Director or Officer, as hereinafter defined, who ceases to be a
Member of the Association (or employee of a Member) during the term of his office shall be
deemed to have resigned his position effective as of the date he ceases to be a Member. Any
Director can voluntarily resign his position by submitting a letter of resignation to the President
of the Association. Such voluntary resignations shall be effective as of the date the President
submits the letter of resignation to the Board of Directors.
Section 5- Vacancies: The Board of Directors may fill any vacancies among the Officers or
other Directors by a vote of the majority of those present and entitled to vote at a regular Board
of Directors meeting. The person so elected shall complete the term of the person being replaced.
Section 6- Annual Meeting: The annual meeting shall be held during the regularly scheduled
meeting in May of each fiscal year. Election of officers and directors for the succeeding year
shall be held. Other association business requiring the vote of all members shall be conducted at
this meeting as well.
A. Regular Meetings: The President shall call for meetings of the Board of Directors
as required. Meetings may be conducted via technology platforms or email as
required. In-person meetings of the board are not required. The Executive Secretary
shall keep minutes of each meeting held.
B. Special Meetings: At any time deemed necessary, the President may call for a Special
Meeting of the Board of Directors, subject to the notification provisions set forth in
Article IV, Section 6(C) below.
C. Notification of Meetings: The Secretary/Treasurer or Executive Secretary shall notify
each Director in writing of the time, place, and agenda for each Regular or Special
Meeting. This notification shall be made no less than five (5) days prior to the
scheduled meeting.
D. Actions Outside Board of Directors Meetings: Any action that may be taken at a
meeting of the Board of Directors may be taken without a meeting if a consent, in
writing, setting forth the action taken, shall be signed by a majority of the Directors.Electronic means, including email, are acceptable for notice, acceptance, and
approval of all board actions.
E. Quorum: The Directors present at any duly called meeting shall constitute a quorum
for the transaction of business. The act of a majority of the Directors present at a
meeting shall be the act of the Board of Directors unless statute, the Articles of
Incorporation, or these Bylaws require the act of a greater number. A Director shall be
considered present if contact by electronic means is verified and retained in the records
of the board by the Executive Secretary.
Section 7- Special Powers: In addition to the general powers, the Board of Directors have
special powers that include, but are not limited to, the following:
A. Special Membership Meetings: Call general membership meetings to consider specific
subjects.
B. Additional Duties: Prescribe duties for any of the Officers or committees of the
Association, in addition to those herein set forth.
C. Legal Counsel: Retain legal counsel and employ other people that may be necessary
for the proper conduct of the business of the Association.
D. Association Funds: Direct the management of the funds and properties of the
Association to include designating a depository institution for the funds.
ARTICLE V
OFFICERS
Section 1- There shall be four (4) officers of the Association that are also Directors. These
officers shall be President, President Elect, Vice President, and Secretary/Treasurer (the
“Officer” or “Officers”). The Members at the Annual Meeting shall elect the Officers.
Section 2- Each Officer shall have a term of one (1) year except for the Secretary/Treasurer who
shall hold office for a term of two (2) years.
Section 3- Duties: The duties of each officer shall include, but not be limited to:
A. President: The President shall preside at all meetings of the Membership, enforce the
Bylaws, and shall be an ex-officio member of all committees. The President shall
appoint such committees and committee chairs as required. The President shall
authorize all written contracts and obligations of the Association.
B. President Elect: In the absence of the President, the President Elect shall perform the
duties of the President. The President Elect shall chair the AD-HOC Committees as
established by the Board. The President Elect shall succeed to the office of President at
the Annual Meeting.
C. Vice President: The Vice President shall serve on the Legislative Committee, the
AD-HOC Committees as established by the Board and shall perform the duties of the
President or President Elect, in their absence. The vice president shall succeed to the
office of President-Elect at the annual meeting.
D. Secretary/Treasurer: The Secretary/Treasurer shall be responsible for sending
notices to Members of dues and accounts payable and receiving and receipt of all
monies belonging to or received by the Association. The Secretary/Treasurer shall
keep a record of and account for all monies and all disbursements and shall make a
report thereof at the Annual Membership Meeting, and upon request, at any Board of
Directors Meeting. The Secretary/Treasurer shall keep a record of the proceedings of
the Association. The Secretary/Treasurer shall issue the notices of meetings of the
Association, conduct general correspondence, have charge of all files, records, and
general books, and perform any other duties that the Board of Directors deems
appropriate. Any or all of the above tasks may be delegated to the Executive
Secretary, provided however, that the Secretary/Treasurer conducts an audit of all
receipts and expenditures annually and reports at the annual meeting the results
thereof.
Section 4- Executive Secretary: The Board of Directors is authorized to have an Executive
Secretary. The Executive Secretary shall be a non-elected salaried position. The Board of
Directors shall determine compensation.
A. Duties: The duties of the Executive Secretary shall be to assist the Board of Directors
and President in the operation of the Association and in documentation, financial
matters, the Annual Meeting, and in whatever other areas as determined by the
President.
Section 5- Withdrawal of Funds: Association funds exceeding $100.00 in any month, may be
withdrawn upon approval of the board by written resolution.
Section 6- Removal of Officer: The Board of Directors, by majority vote, may remove an
officer at its sole discretion for the best interests of the Association.
ARTICLE VI
MEMBERSHIP MEETINGS:
Section 1- Annual Meetings: A meeting of the Membership of this Association shall be held
annually at such place, date and time as the President shall designate within the state of Arizona,
for the purpose of electing Directors, and for the transaction of any other business which may
properly come before it.
A. Notice of Annual Meeting: Notice of the Annual Meeting will be delivered by mail
to the last known address of all Members as the same appears on the records of the
Association by the Secretary/Treasurer or Executive Secretary no later than two (2)
months before the meeting. This notice will confirm the date, time, location, proposed
agenda, and nominations for Directors.
B. Agenda of Annual Meeting: At a minimum, the agenda will include:
1) Reading and approval of the minutes of the last annual meeting. and any
Special Meeting held since the last Annual Meeting.
2) Reports of all Committees;
3) Treasurers Report;
4) Election of Directors;
5) Old Business;
6) New Business; and
7) Comments from the floor
C. Notice of Additional Nomination or Agenda: If additional nominations or agenda
items are received from the Membership, the Secretary/Treasurer or Executive
Secretary will mail notice no later than twenty (20) days prior to the Annual Meeting
to all Regular Members.
Section 2- Special Meetings: The President or Board of Directors may call Special Meetings of
the Association at any time. In addition, any five (5) Regular Members can call a Special
Meeting by filing a signed, written request for a Special Meeting with the Secretary/Treasurer or
Executive Secretary.
A. Notice of Special Meeting: Notice of any Special Meeting will be delivered by e-
mail to the last known address of all Members as the same appears on the records of
the Association by the Secretary/Treasurer or Executive Secretary no later than ten
(10) days before the meeting. This notice will confirm the date, time, location, and
proposed agenda.
B. Agenda of Special Meeting: Only the proposed agenda items will be discussed at any
Special Meeting.
Section 3- Parliamentary Authority: Robert’s Rules of Order Newly Revised shall govern all
meetings, unless modified by these Bylaws.
Section 4- Quorum: The Regular Members present at any duly called meeting represented
either in person or by proxy, shall constitute a quorum at all Membership meetings.
Section 5- Representation: At all meetings of the Association, one voting delegate and one
alternate may represent Regular Members. Each Regular Member will be allowed only one (1)
vote on each issue.
A. Proxy: Any Member may grant proxy to any other Member if unable to attend a
meeting. This proxy must be in writing and revocable by option of the granting
Member and is effective for three (3) months from the date of granting.
B. Voting: Voting will be by voice unless otherwise ordered by the Chair. Any Member
may request a vote count.Section 6- Control of Meeting: The President of the Association will conduct the Annual
Meeting. No Member will be allowed to speak for more than fifteen (15) minutes.
Section 7- Resolution of Actions: Any action, resolution, or motion for consideration at a Special
Meeting must be submitted in writing and accompany the Notice of Special Meeting. At the
Annual Meeting, a motion, resolution, or action from the floor can be acted upon.
ARTICLE VII
COMMITTEES:
Section 1- Committees: The Association shall have permanent standing committees, and when
prudent, special, or Ad Hoc Committees (i.e., education, compliance) as determined by the board
and appointed by the President. The Board of Directors may also establish such committees as it
deems appropriate in addition to the Standing Committees described below. Each Ad Hoc
committee shall have a limited time unless extended by the board.
Section 2- Standing Committees: The following Standing Committees will assist the President
of the Association in the effective management of the Association.
Legislative
Membership
Programs
A. Nominations: At least three (3) months prior to the Annual Meeting, but no later than
April 1st. the President shall convene and chair a nominating committee. This
committee shall consist of at least five (5) and always an uneven number of Members.
The President Elect and at least two (2) past presidents, if available to serve, shall
serve on this committee. The purpose of this committee is to nominate officers and
directors for the next fiscal year.
The Secretary/Treasurer or Executive Secretary shall include a report from the
committee, to include nominees, with the Notice of Annual Meeting. Three (3) or
more Regular Members can make additional nominations. These nominations must bein writing and received by the Secretary/Treasurer or Executive Secretary no later
than thirty (30) days before the scheduled election. Only those persons who have
signified their consent to serve if elected shall be nominated for or elected to such
office. The Secretary/Treasurer or Executive Secretary shall mail a notice of
Additional Nominations/Agenda to all Regular Members no later than twenty (20)
days prior to the Annual Meeting.
ARTICLE VIII
AMENDMENTS
Section 1– Amendment of Articles and Bylaws: The Board of Directors may adopt a resolution
setting forth any proposed amendments that they may determine to be advisable and directing
that they be submitted to a vote of the Members at either an Annual or Special Meeting for
adoption. A copy of the proposed amendments shall be e-mailed to each Member at least ten (10)
days prior to the scheduled meeting date, notice of which shall have been given in accordance
with Article V I above.