ARTICLE I
Name and Form
The Name of the Association shall be D. M. B. A., Inc., doing business as the Dayton Mortgage Bankers Association, and its form is that of an incorporated non-profit Corporation.

ARTICLE II
Purpose
"The purpose of the Association shall be to promote ethical business practices in the local mortgage banking industry and to encourage its members to recognize and exercise high ethical standards, including, but not limited to, the members obligations under the Canon of Ethics and Standards of Practice.

The purpose of the Association shall also be to provide quality educational and networking opportunities to enhance the professional growth and development of its members.

The Association shall encourage its members to support and promote fair, affordable home ownership opportunities for all segments of the community and to better serve all sectors of the community.

The Association shall strive to improve the interaction between its members and promote the success of its members."

ARTICLE III
Membership

Section 1
Classes of Member
The membership of the Association is classified into two classes as follows:

Class I:
Any mortgage company, mortgage broker, mortgage correspondent, commercial bank, or savings and loan association and;

Class II:
Any title insurance company or title insurance agency, attorney-at-law or other person, institution, or organization interested in the purpose of the association.

Section 2
Standards of Eligibility
Any person, institution, or organization desiring membership in the Association shall be eligible to make application for membership if they have been in full operation as one of the previously described companies in Class I or Class II for at least one (l) year prior to the application date. Said person, institution, or organization shall be in good standing with the Secretary of State and local community offices. Upon said requirements having been fulfilled, said person or institution shall make application in writing to the Board of Directors. The Board shall thereupon consider the application. If it is determined that the applicant is eligible for membership in the Association, the receipt of the application and the applicant's classification shall be noted upon the records of the Board, and the Board shall cause written notice thereof to be given to each of the members of the Association at least ten (l0) days before the meeting at which the Board finally acts on the application. The Board's classification of the applicant as Class II or I shall be conclusive upon all concerned.

Section 3
Exceptions to Section 2
The Board of Directors has the right to waive the stipulation of membership that states that the applicant must be in business for one year prior to application. A motion to waive this requirement must be based on the familiarity of the character of the principals, management, and/or owners of the applicant company. Once the motion to waive has been seconded, a minimum of three-fourths of the whole authorized number of the Board of Directors must vote affirmatively for the requirement to be waived. If the motion is thus passed, the application for membership shall be processed in accordance with the provisions hereof as if said requirement has been met.

Section 4
Action By Board
After the requirements of Section 2 of this Article III have been fulfilled, the Board of Directors shall proceed to act finally upon any application for membership in the Association. Upon approval of such application, the Board shall cause written notice thereof to be given to the applicant, who shall become a member as of the first day of the next month and shall become liable for the payment of dues to the Association in accordance with the provisions of Section 2 of Article VII of this Constitution.

Section 5
Termination of Membership
The membership of any member in the Association shall cease upon the occurrence of any of the following events:

(a) Resignation of any member company:

(b) Death of any person who is a member:

(c) Dissolution, receivership, or bankruptcy of any institution or organization which is a member:

(d) Failure to pay any dues or other sums payable to the Association within one hundred twenty (120)days after such sums are billed:

(e) Expulsion of any member with or without cause, pursuant to the affirmative vote of at least three-fourths of the whole authorized number of the Board of Directors: or

(f) Evidence of conduct not proper in our organization in accordance with the Canon of Ethics and Standards of Practice attached hereto and further made a part herein.

ARTICLE IV
Meeting of Members

Section 1
Annual Meetings
The annual meeting of members shall be held on such day and time, and at such place in Montgomery County, Ohio, as may from time to time to designated by the Board of Directors. At such meeting the members shall elect directors and officers of the Association in accordance with the provisions of this Constitution, and shall transact such other business as may properly be brought before the meeting.

Section 2
Regular Meetings
Regular meetings of members shall be held on such day and time in September, October, January, February, March, and April of each year, and at such place in Montgomery County, Ohio, as may from time to time be designated by the Board of Directors. A regular meeting may be cancelled for a particular month in which a special event will take place. Said special event is defined as an educational seminar, membership outing, or other gathering as deemed appropriate by the Board of Directors. Notice of cancellation of the regularly scheduled monthly meeting will be distributed to all members by way of a special mailing or as publicized in the monthly newsletter sent to all members.

Section 3
Special Meetings
Special meetings of members for any purpose or purposes may be called by the President or by the Board of Directors, or shall be called by the Secretary upon written request of not fewer than five (5) members.

Section 4
Notice of Meetings
Written notice of every meeting of members, annual, regular, or special, stating the time and place thereof, and, if a special meeting, the purpose or purposes, in general terms, for which the meeting is called, shall not less than three (3) days before such meeting be sent or mailed to each member entitled to vote thereat, at his address as shown upon the records of the Association.

Section 5
Quorum
One-third (1/3) of all members of the Association shall constitute a quorum at any meeting of the members.

Section 6
Voting
At each meeting of members, every member irrespective of class shall be entitled to one vote upon any matter submitted of a vote. Any member who is a person shall cast his vote by one of its representatives.

Section 7
Organization
The President, or in his/her absence the President-Elect shall call meetings of members to order and shall act as chairperson thereof. The Secretary, if present, shall act as Secretary of all meetings of members and, in his/her absence, the presiding officer may appoint a Secretary.

ARTICLE V
Directors

Section l
Number and Composition
The Board of Directors shall consist of thirteen (13) directors, each of who shall be a member or a representative of a member and two (2) cabinet members. The Board shall be constituted as follows:

(a) The immediate Past President shall be a director by virtue of his/her designation as immediate Past President and without election by the members:

(b) The President shall be a director by virtue of his/her election as President as provided under Section 1 of Article VI of this Constitution:

(c) The President-Elect shall be a director by virtue of his/her election as President-Elect as provided under Section 1 of Article VI of this Constitution:

(d) The Treasurer shall be a director by virtue of his/her election as Treasurer as provided under Section 1 of Article VI of this Constitution:

(e) The Secretary shall be a director by virtue if his/her election as Secretary as provided under Section 1 of Article VI of this Constitution:

(f) Eight the members shall elect (8) directors (hereinafter referred to as "elective directors" as follows:

At least four (4) of such elective directors shall be or represent Class I members and at least four (4) of such elective directors shall be or represent Class II members:

(g) Two (2) cabinet members shall be appointed by the incoming President and shall perform in an advisory capacity to the directors.

Section 2
Classification: Term
Each officer shall serve for a one (l) year term beginning in the first month of the next fiscal year. Each elective director shall serve for a term of two (2) years also beginning the first month of the next fiscal year. It is the intent of this organization to stagger the staff of newly elected directors so that not more than one half of the directors will be replaced in any given year, thus preserving the continuity of the organizational procedures. Said officers and elective directors shall hold office until his/her term expires, and until his/her successor is elected and has qualified, or until his/her earlier death or resignation.

Section 3
Vacancies
If any vacancy shall occur among the elective directors, the directors in office, by a majority vote, may fill such vacancy, or members at any meeting may fill any such vacancy. Any elective director appointed to fill any vacancy shall serve for the un-expired portion of the term of the elective director whose vacancy is filled and until his/her successor is elected and has qualified.

Section 4
Meetings
Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by resolution of the Board, provided that a regular meeting of the Board shall be held during each of the ten (l0) months during the calendar year. Special meetings of the Board may be held at any time upon call of the President, or the directors, by written notice sent or mailed to each director not less than two (2) days before such meeting. Such notice shall specify the time and place of the meeting, and the purpose or purposes thereof.

Section 5
Quorum
Seven (7) of the directors present at any meeting of the Board of Directors shall constitute a quorum for the transaction of business, provided that at least four (4) of such directors are or represent Class I members. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by this Constitution.

Section 6
Organization
The affairs and property of the Association shall be conducted and managed by the Board of Directors. The President, or in his/her absence, the President-Elect, shall call meeting of the Board to order and shall act as chairperson thereof. The Secretary of the Association, if present, shall act as Secretary of all meetings of the Board, and, in his/her absence, the presiding officer may appoint a Secretary.

Section 7
Committees
The President, subject to the approval of the Board of Directors, may appoint such committee or committees as may appear convenient, to serve during the term of the President, and to possess and exercise such powers and perform such duties as the President, subject to the approval of the Board, may from time to time designate. The President shall designate the chairperson of any such committee.

Section 8
Rules and Regulations
The Board of Directors may adopt such Rules and Regulations, consistent with this Charter, as it may deem appropriate for the conduct of its affairs.

ARTICLE VI
Officers

Section 1
Officers
The officers of the Association shall be the following: President, President-Elect, Secretary, and Treasurer. The members at their general meeting shall elect them annually. The term of each office shall commence on the first day of January next following his/her election and shall continue for one (1) year and until his/her successor is elected and has qualified, or upon his/her earlier death or resignation.

Section 2
Vacancies
The Board of Directors, at any regular or special meeting, may fill any vacancies in any office for the un-expired portion of the term.

Section 3
President
The President shall be or represent a Class I or Class II member of the Association. He/she shall be the chief executive officer of the Association. Subject to the Board of Directors, he/she shall have and exercise direct charge of and general supervision over the affairs of the Association and shall perform such duties as may from time to time be assigned to him/her by the Board.

Section 4
President-Elect
The President-Elect shall be or represent a Class I or Class II member of the Association, and shall perform such duties as may from time to time be assigned to him/her by the Board of Directors, or as may be delegated to him/her by the President. The President-Elect shall automatically move into the position of President upon the completion of his/her one (1) year term in the capacity of which he/she was elected.

Section 5
Secretary
The Secretary shall keep the minutes of all meetings of the members and the Board of Directors in books provided for that purpose; he/she shall see that all notices are duly given in accordance with the provisions of this Charter and the Rules and Regulations, if any; he/she shall be the custodian of the records of the Association; and, in general, he/she shall perform such other duties as may from time to time be assigned to him/her by the Board.

Section 6
Treasurer
The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the Association, and shall deposit, or cause to be deposited, in the name of the Association, all monies and other effects in such banks or other depositories as shall from time to time be selected by the Board of Directors; he/she may endorse for collection on behalf of the Association checks, notes, and other obligations; he/she may sign receipts and vouchers for payments to the Association; he/she may sign checks to the Association, singly or jointly with another person as the Board may authorize, and pay out and dispose of proceeds under the direction of the Board; he/she shall render to the President and to the Board whenever requested, an account of the financial condition of the Association, and, in general, he/she shall perform such other duties as may from time to time be assigned to him/her by the Board.

Section 7
Immediate Past President
The immediate Past President of the Association shall not be an officer, as such, of the Association but shall be a director.

ARTICLE VII
Other Provisions

Section 1
Fiscal Year
The fiscal year of the Association shall begin on January 1 and end on December 31.

Section 2
Dues
Members shall pay to the Association such dues ( in such amounts and at such times) as may from time to time be fixed by the Board of Directors. Any member first admitted to membership in the Association after July 1st in any year shall be obligated for only one-half of the annual dues for such year.

Section 3
Nominations
The Board of Directors at its regular meeting in September of each year shall appoint a Nominating Committee, who shall, consistent with the requirements of this Charger, nominate candidates for each of the offices of President, President-elect, Secretary, and Treasurer, and the elective directors to be elected, and shall make their report thereon at the annual meeting of the members. Prior to the commencement of the voting, the President, or his/her representative, shall accept nominations from the members that may wish to nominate a person that does not appear on the ballot. After such member is approved, their name shall be so added to the ballot. Nominations having been made, all members shall proceed to vote upon the candidates at the annual meeting held for that purpose. The candidate receiving a plurality of all votes cast for any office shall be declared elected.

The written notice of the annual meeting of the members given in accordance with Article IV of this Charter shall contain a statement of the Nominating Committee's nomination.

Section 4
Indemnification
The Association will indemnify any member of the Board of Directors who is a party or who is threatened to be made a party to any civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the Association, by reason of the fact that he is or was a member of the Board of Directors, against expenses, including attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonable believed to be in, or not opposed to, the best interests of the Association, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful.

Section 5
Waivers
Whenever any notice is required to be given by this Charter, such notice may be waived, in writing, signed by the person or persons entitled to such notice, whether before or after the event or action to which such notice relates.

Section 6
Amendments
The Charter may be altered, amended, or repealed by affirmative vote of at least two-thirds of all the members, at any annual meeting or special meeting called for such a purpose, provided that written notice setting forth the time and place of the meeting, and the purpose or purposes for which called is mailed or sent to each of the members at least ten (l0) days prior to such meeting.

Section 7
Gender; Number
As used herein, the masculine, feminine, or neuter gender shall each be deemed to include the other, and the singular number shall be deemed to include the plural, and conversely.

Section 8
Effective Date
This Charter shall become effective upon its adoption by a two-thirds vote of the members present and voting at any annual meeting or at any special meeting called for this purpose, and shall thereupon supersede all prior charters of this Association.

Section 9
Canon of Ethics and Standards of Practice
The Association shall also abide with the provisions stated in the attached Canon of Ethics, and Standards of Practice as adopted by the Board of Governors of the Mortgage Bankers Association of America. Said Canon of Ethics shall be considered an integral part of this charter.

Section 10
Delinquency of Payments
The Board of Directors has the right, by a simple majority vote, to prohibit a member or a member company from participation in the activities of the Association, including monthly meetings, special events, outings, and/or the receipt of any awards or special recognitions, during such periods of time as that member or member company is delinquent of annual dues, meeting fees, event fees, or if that member or member company withholds any funds due the Association. An officer of the Board shall deliver notice of such delinquency and subsequent prohibition in writing.