2011-08-15T07:58:05-05:00 2010-09-30 Tate and Tryon 2021 L Street NW Suite 400 Washington DC 20036 990 2009-10-01 361505650 MORTGAGE BANKERS ASSOCIATION MORT 2025572700 1717 Rhode Island Avenue NW No 400 WASHINGTON DC 20036 ANGELA LAZEAR 2025572700 2011-08-10 1 DEBORAH G KOSNETT 2022932200 2009 2016-02-24 21:20:13Z David H Stevens 1717 Rhode Island Avenue NW No 400 WASHINGTON DC 20036 90473228 0 X WWW.MORTGAGEBANKERS.ORG X 1914 IL MBA's principal activities are industry education, research, and advocacy. 20 20 147 2000 -21619842 -24680757 0 28747967 30721443 -3537524 -48468568 -7919174 18014987 17291269 267862 0 0 17338236 14681620 0 0 16415452 14024410 33753688 28706030 -16462419 -28438168 66893566 14810976 78897401 31233302 -12003835 -16422326 The Mortgage Bankers Association (MBA) is the national association representing the real estate finance industry, an industry that employs more than 280,000 people in virtually every community in the country. Headquartered in Washington, D.C., MBA invests in communities across the nation by ensuring the continued strength of the nation's residential and commercial real estate markets; expanding homeownership and extending access to affordable housing to all Americans and supporting financial literacy efforts. 0 0 Meetings & ConferencesThis past year ended September 30, 2010 (FY2010) saw more than 12,000 individual attendees at 15 conferences and meetings that provideD attendees with timely information about the economy, business trends, technological innovation, and legislative and regulatory changes and prospects, MBA conducted a successful Annual Convention in October, 2009 in San Diego with over 2,500 attendees. The CREF/Multifamily Convention & Expo was held in Las Vegas with more than 2,000 attendees. Sponsorship and booth sales remained strong at the MBA meetings with over 300 companies exhibiting their products and services.In addition to the large annual convention expected from a major association, MBA hosts four major conferences each year as well as 10 more finely focused special interest conferences. The four large gatherings are the Annual Convention & Expo, Commercial Real Estate Finance/Multifamily Housing Convention & Expo, National Mortgage Servicing Conference & Expo, National Technology in Mortgage Banking Conference & Expo and National Secondary Market Conference & Expo. Specialized programs help participants gain knowledge and information in such areas as legal issues and regulatory compliance, quality assurance and accounting and tax. Each of these programs had strong attendance and is an important part of the membership value proposition for member companies. Several programs qualify in whole or in part for continuing legal education credit and other continuing education credits.In addition to traditional programming, MBA offers workshops that focus on timely topics on which our members need immediate guidance and information. They are quick to market and have been highly successful to date. In 2010 we offered three workshops attracting a total of nearly 450 attendees. Advocacy for Members and the IndustryMBA policy and legislative staff have continued to educate key stakeholders about the current real estate finance market. As part of this process, MBA has worked with Congress and the Administration to help restore faith in our industry by assisting borrowers and renters in crisis, stabilizing the housing, mortgage and capital markets and preventing reoccurrences of the recent crisis.The past year brought landmark reforms to the real estate finance industry. Notably, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), signed into law by President Obama on July 21, 2010, marked the most sweeping financial regulatory reforms since the Great Depression. Servicing issues are in the media spotlight and secondary market reform continues to be a priority of Congress and the Administration.MBA actively responded to these pressing public policy issues, by sending more than 60 letters to regulators and another 40 letters to members of Congress advocating on the industry's behalf. MBA also testified at several Congressional hearings over the last year.To highlight some key advocacy efforts, MBA has proactively engaged lawmakers and regulators through every step of the Dodd-Frank legislation, from drafting, amending and approving to implementing the over 100 new regulations required in the mortgage space alone. MBA fought for key exemptions to the Ability to Repay and Risk Retention requirements in the law. MBA has also played an active role as the new Consumer Financial Protection Bureau (CFPB) is established pursuant to Dodd-Frank, specifically as it seeks to combine disclosure regimes under regulations for the Real Estate Settlement and Procedures Act (RESPA) and Truth in Lending Act (TILA). In addition to Dodd-Frank initiatives, MBA formed the Council on Residential Mortgage Servicing for the 21st Century to take the lead in proposing policy solutions to the current servicing model. Through the Council, MBA continues to work to make the residential servicing process work better for borrowers, lenders and investors. MBA has also been active with industry members and on Capitol Hill to stay in front of secondary market reform and the future of the Government Sponsored Entities (GSEs). MBA's model for GSE reform continues to serve as the basis for various reform proposals.Loan officer compensation has also faced dynamic changes in the past year due to a final rule by the Federal Reserve. MBA has aggressively pursued this issue through advocacy with Federal Reserve staff and through extensive efforts to educate our members on how to comply with the new standards. MBA also continued to work with the Administration to try to find solutions for borrowers who were having trouble paying their mortgage. As a founding member of the HOPE NOW alliance, MBA and its members and other alliance partners helped nearly 30,000 families at its borrower outreach events in 2010. The alliance held 40 events in 29 cities throughout the year, and alliance members provided 1.76 million modifications to at-risk homeowners through November of last year. Research and AnalysisOutside analysts, commentators, lawmakers and, of course, our members have all come to depend on MBA reports and forecasts as accurate and independent representations of what is going on in the real estate finance industry and in our economy as a whole. Each month, MBA's Mortgage Finance Forecast and Economic Forecast are analyzed with interest and widely cited by analysts and the press. No less anticipated are the Weekly Mortgage Applications Survey and the quarterly National Delinquency Survey, while the latest trends and analysis on the commercial/multifamily front are covered in the Commercial Real Estate/Multifamily Finance Quarterly DataBook. In addition, MBA's respected benchmarking team conducts the Quarterly and Annual Mortgage Bankers Performance Report for Non-Depository institutions, targeting independent mortgage companies and bank subsidiaries who generally originate $1 billion or less annually. Campus MBACampusMBA offers educational programming to our members and our designations and certifications continue to grow. There were 5,600 individuals enrolled in designation/certification programs. CampusMBA added nearly 40 new Certified Mortgage Bankers (CMBs) to the existing elite group of close to 1,100 during FY2010. In addition, 300 individuals completed achievement, professional or specialist designation programs. Communicating with our MembersMBA spends a great deal of effort on keeping members apprised of economic, regulatory, litigation, and technology developments to help members conduct their business. During FY2010, MBA's online newsletter, MBA NewsLink reached a circulation of 53,000 while MBA Commercial/Multifamily NewsLink subscriptions reached 30,000. Mortgage Banking magazine had a circulation of 9,500 during FY2010. Mortgage Banking magazine's Digital Edition reaches thousands of subscribers monthly who enjoy the benefits of enhanced digital capabilities and a more interactive experience for subscribers.Mortgagebankers.org continues to be a valuable source of news and information for our members and industry professionals.HomeLoanLearningCenter.com is MBA's consumer financial literacy website and provides consumers with information on the loan mortgage process, various loan products, loan modifications and government programs aimed at helping borrowers. Commercial/MultifamilyActing as the voice for the commercial real estate finance/multifamily housing industry, in 2010 MBA defeated the National Association of Insurance Commissioner's (NAIC's) proposal to increase the risk-based capital charge applicable to life companies' commercial real estate loans; led a 50-member response team to address the SEC's proposed overhaul of the Asset-Backed Securities rules; lobbied extensively before the SEC and the federal banking agencies to promote MBA's CMBS risk retention policy; successfully advocated against an increase in the carried interest tax rate; served as the industry thought leader on FHA and GSE multifamily issues; secured an additional $5 billion in FHA Multifamily Commitment Authority; and submitted over 100 regulatory comment letters.MBA also conducted extensive outreach to its commercial/multifamily members, holding 8 executive roundtables and more than 100 working group meetings and monthly conference calls. 0 0 1 1 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 99 0 1 147 1 1 1 0 0 0 1 1 20 20 0 0 1 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 X ANGELA LAZEAR 2025572700 1717 Rhode Island Avenue NW No 400 WASHINGTON DC 20036 ROBERT E STORY JR CM 7.00 X 16522 0 0 MICHAEL D BERMAN CMB 4.00 X 9699 0 0 MICHAEL W YOUNG 4.00 X 2023 0 0 DAVID G KITTLE CMB 1.00 X 0 0 0 GARY ACOSTA 1.00 X 0 0 0 E J BURKE 1.00 X 0 0 0 CHRIS W CHRISTENSEN 1.00 X 0 0 0 GARRY CIPPONERI 1.00 X 0 0 0 BILL COSGROVE CMB 1.00 X 0 0 0 DAN CROCKETT 1.00 X 0 0 0 THOMAS P CRONIN CMB 1.00 X 0 0 0 HENRY V CUNNINGHAM JR 1.00 X 0 0 0 TIMOTHY C DALE CMB 1.00 X 0 0 0 TARI L FLANNERY 1.00 X 0 0 0 RODRIGO LOPEZ CMB 1.00 X 0 0 0 SAMUEL B MORELLI CMB 1.00 X 0 0 0 DAVID A ROBERTS CMB 1.00 X 0 0 0 JOSEPH A SPLENDIDO 1.00 X 0 0 0 DEBRA W STILL CMB 1.00 X 3371 0 0 G TODD WHITE CMB 1.00 X 0 0 0 JONATHAN L KEMPNER 35.00 X 1155688 0 11477 JOHN COURSON 35.00 X 662279 0 3848 ANGELA LAZEAR 35.00 X 227330 0 18507 PHYLLIS SLESINGER 35.00 X 226518 0 18495 STEPHEN O'CONNOR 35.00 X 266873 0 19300 EMILE J BRINKMANN 35.00 X 244443 0 17769 CHERYL CRISPEN 35.00 X 241596 0 18879 PAUL GREEN 35.00 X 329465 0 20190 JAN STERNIN 35.00 X 298371 0 8255 CHERYL P MALLOY 35.00 X 381138 0 6874 SARAH T DEMAREST 35.00 X 184250 0 13141 JAMES GROSS 35.00 X 180386 0 9767 DEBORAH MCKINNON 35.00 X 192082 0 6278 GENEARLENE NEILL 35.00 X 195526 0 13574 JOSHUA DENNEY 35.00 X 174323 0 14320 4991883 0 200674 50 0 1 0 LOCHLIN PARTNERS 8300 GREENSBORO DR SUITE 300 MCLEAN VA 22102 EXECUTIVE SEARCH 205348 BRYAN CAVE 1155 F ST HW WASHINGTON DC 200041312 LEGAL SERVICES 180325 STRATMOR GROUP LLC 6000 SHAKERAG HILL SUITE 300 PEACHTREE CITY GA 30269 BENCHMARKING SERVICES 146928 SARAH HOLLANDER 1102 TUCKAHOE LANE ALEXANDRIA VA 23302 Graphic Design Company 139783 4 Other Conferences and 900099 10855962 10855962 MEMBERSHIP DUES 900099 10700476 10700476 Annual Convention 900099 4054344 4054344 Periodicals & Publicat 541800 2342760 735210 1607550 Educational Programs 900099 1974377 1974377 793524 793524 30721443 14015 14015 359191 359191 319527 824233 -504706 -504706 149339 -654045 225142 40673408 89381133 225142 -48707725 -48482583 -23376731 -25105852 GAAP GAIN ON DEBT VALU 900099 17450000 17450000 OTHER REVENUE 900099 710502 710502 18160502 267862 29113893 -21619842 -7226189 4280858 7999491 877755 752576 770940 268327 64344 30954 2097087 29106 1770041 290079 121186 2593048 616535 2242214 37194 593609 288633 EQUIPMENT RENTAL & MAIN 916056 MERCHANT CARD FEES 431527 MISCELLANEOUS 306629 OUTSOURCING FEES 284842 COMMISSIONS 256246 786753 28706030 906385 1387329 5083122 8738731 401454 347613 1902584 1346390 4471361 3631206 4251468 840155 382345 6203858 1186930 47762350 963828 66893566 14810976 3001175 2463302 10441610 11032598 57550000 7690000 7904616 10047402 78897401 31233302 X -12003835 -16422326 -12003835 -16422326 66893566 14810976 X 0 1 1 X 0 20000 20000 1 REPUBLICAN GOVERNORS ASSOCIATION 1747 PENNSYLVANIA AVE NW STE 250 WASHINGTON DC 20006 113655877 10000 DEMOCRATIC GOVERNORS ASSOCIATION 1401 K St NW STE 200 WASHINGTON DC 20005 521304889 10000 MORTGAGE BANKERS ASSOCIATION PAC 1717 RHODE ISLAND AVE NW WASHINGTON DC 20036 526144335 455482 0 0 1 10700476 2580446 -681333 1899113 5243233 -3344120 Part I-A, Line 1: Organizations Direct and Indirect Political Campaign Activities: Contributions to political action committees. 426312 28515 397797 3461996 3089189 372807 583053 513502 69551 840155 Investment in pvt industry utility corp 1000000 C INVESTMENTS IN MISMO, SISAC AND LTC 186930 C 1186930 OTHER ASSETS 963828 963828 LIABILITY FOR PENSION BENEFITS 8112917 DEFERRED COMPENSATION AND POST EMPLOYMENT BENEFITS 244796 ACCRUED LOSS ON OPERATING LEASE 798754 DEFERRED RENT AND LEASE INCENTIVE 890935 10047402 267862 28706030 -28438168 24019677 24019677 -4418491 31537956 12369 12369 31525587 -31257725 -31257725 267862 35956447 7250417 7250417 28706030 0 28706030 Part X: Description of Uncertain Tax Positions Under FIN 48: During the year ended September 30, 2010, management did not identify any uncertain income tax positions. At a minimum, the September 30, 2007 through 2010 tax years are open for examination by taxing authorities. Part XI, Line 8 - Other Adjustments: TAX BASIS LOSS ON BUILDING: 45879549. PENSION-RELATED CHANGES OTHER THAN NET PERIODIC PENSION COST: -2889443. EQUITY IN INCOME OF SUBSIDIARIES: 12369. BOOK ADJUSTMENTS FOR LEASE AND NOTE VALUATION: -1532798. GAAP GAIN ON DEBT VALUATION: -17450000. Part XII, Line 2d - Other Adjustments: EQUITY IN INCOME OF SUBSIDIARIES: 12369. Part XII, Line 4b - Other Adjustments: TAX BASIS LOSS ON SALE OF HEADQUARTERS BUILDING: -45879549. GAAP GAIN ON DEBT VALUATION: 17450000. LOSS ON DISPOSAL OF PROPERTY AND EQUIPMENT: -2828176. Part XIII, Line 2d - Other Adjustments: PENSION CHANGES NOT INCLUDED IN PERIODIC PENSION COST: 2889443. BOOK ADJUSTMENTS FOR LEASE AND NOTE VALUATION: 1532798. LOSS ON DISPOSAL OF PROPERTY AND EQUIPMENT: 2828176. X X X X 1 1 X X X X 1 1 0 JONATHAN L KEMPNER 0 0 262014 0 893674 0 0 0 16507 0 1172195 0 194414 0 JOHN COURSON 657788 0 0 0 4491 0 3438 0 3674 0 669391 0 0 0 ANGELA LAZEAR 226181 0 0 0 1149 0 5830 0 21381 0 254541 0 0 0 PHYLLIS SLESINGER 224388 0 0 0 2130 0 5728 0 21263 0 253509 0 0 0 STEPHEN O'CONNOR 266063 0 0 0 810 0 6823 0 22923 0 296619 0 0 0 EMILE J BRINKMANN 242141 0 0 0 2302 0 6203 0 20029 0 270675 0 0 0 CHERYL CRISPEN 241061 0 0 0 535 0 6203 0 23019 0 270818 0 27446 0 PAUL GREEN 265143 0 62000 0 2322 0 6823 0 22133 0 358421 0 0 0 JAN STERNIN 247140 0 50000 0 1231 0 3101 0 10667 0 312139 0 0 0 CHERYL P MALLOY 105857 0 32500 0 242781 0 4349 0 5452 0 390939 0 0 0 SARAH T DEMAREST 182560 0 0 0 1690 0 2360 0 18889 0 205499 0 0 0 JAMES GROSS 177901 0 0 0 2485 0 0 0 18079 0 198465 0 0 0 DEBORAH MCKINNON 49000 0 0 0 143082 0 3778 0 3588 0 199448 0 0 0 GENEARLENE NEILL 193748 0 0 0 1778 0 4931 0 15926 0 216383 0 0 0 JOSHUA DENNEY 174026 0 0 0 297 0 2843 0 21456 0 198622 0 0 0 Part I, Line 4a JONATHAN KEMPNER, CONTRACTUAL COMMITMENT, $817,600 JONATHAN KEMPNER, 457 DISTRIBUTION, $194,414 Form 990, Part VI, Section A, line 1 MBA HAS AN EXECUTIVE COMMITTEE THAT IS EMPOWERED TO ACT ON BEHALF OF THE FULL BOARD OF DIRECTORS BETWEEN MEETINGS. THE COMMITTEE DOES NOT HAVE THE AUTHORITY TO ADOPT OFFICIAL POSITIONS ON PUBLIC POLICY MATTERS (UNLESS EXPLICITLY PROVIDED THAT POWER); APPROVE THE ANNUAL BUDGET; DETERMINE MEMBER DUES; APPOINT OR REMOVE THE PRESIDENT AND CEO; FILL BOARD AND EXECUTIVE COMMITTEE VACANCIES; ADOPT BYLAWS AMENDMENTS; APPROVE ORGANIZATIONAL CONSOLIDATION OR MERGER; OR ELIMINATE A STANDING COMMITTEE. THE EXECUTIVE COMMITTEE IS COMPOSED OF THE ELECTED OFFICERS AND THE CHAIRS OF COMBOG AND RESBOG, AS WELL AS THE PRESENT AND CEO OF THE ASSOCIATION SERVING EX OFFICIO AS NONVOTING MEMBERS. [COMBOG IS THE Commercial Real Estate/Multifamily Finance Board of Governors. RESBOG IS THE Residential/Single-Family Board of Governors.] Form 990, Part VI, Section A, line 4 THE MBA BYLAWS WERE AMENDED IN AUGUST TO PROVIDE FOR THE FOLLOWING SIGNIFICANT CHANGES: -- TWO-YEAR STAGGERED TERMS FOR NON-OFFICERS -- NO MORE THAN TWO CONSECUTIVE TERMS UNLESS THERE IS A ONE YEAR BREAK IN SERVICE -- TOTAL OF 21 BOARD MEMBERS (WAS 20) -- EXPANDING ASSOCIATE MEMBER REPRESENTATIVES TO 3 (WAS 1) -- PROVISION OF ONE BOARD SLOT FOR THE MORPAC CHAIR -- EXPANSION OF THE EXECUTIVE COMMITTEE -- EXPULSION PENALTY FOR UNEXCUSED BOARD MEETING NONATTENDANCE -- REDUCTION OF VOTING QUORUM TO 2.5% OF VOTING MEMBERS (WAS 5%) Form 990, Part VI, Section A, line 6 MBA IS A NONPROFIT MEMBERSHIP CORPORATION. IT HAS THE FOLLOWING CLASSES OF MEMBERSHIP: (A) REGULAR MEMBERS - FINANCIAL INSTITUTIONS AND OTHER ENTITIES THAT ARE REGULARLY IN THE BUSINESS OF ORIGINATING, SERVICING, OR INVESTING IN MORTGAGE LOANS OR OTHERWISE SHARE IN THE RISK OF MORTGAGE LOAN PERFORMANCE, SUCH AS MORTGAGE INSURERS AND TITLE INSURANCE UNDERWRITERS, SHALL BE CONSIDERED REGULAR MEMBERS. (B) ASSOCIATE MEMBERS - BUSINESS ORGANIZATIONS, FINANCIAL INSTITUTIONS, AND INDIVIDUALS THAT REGULARLY PROVIDE SERVICE OR PRODUCTS FOR BUSINESS ORGANIZATIONS OR FINANCIAL INSTITUTIONS ELIGIBLE TO BE REGULAR MEMBERS SHALL BE CONSIDERED ASSOCIATE MEMBERS. (C) ALLIANCE MEMBER - THE BOARD OF DIRECTORS NAMES AS THE SOLE ALLIANCE MEMBER THE MORTGAGE ACTION ALLIANCE, AN AFFILIATE ORGANIZATION THAT OPERATES TO PROMOTE THE COMMON BUSINESS INTERESTS OF THE RESIDENTIAL AND COMMERCIAL REAL ESTATE FINANCE INDUSTRIES THROUGH GRASSROOTS ADVOCACY ACTIVITIES. (D) HONORARY MEMBERS - INDIVIDUALS WHO HAVE SERVED ALL OR PART OF TWO TERMS AS A MEMBER OF ONE OF THE BOARDS OF GOVERNORS, OR WHO HAVE SERVED AS AN OFFICER FOR TWO YEARS, AND WHO HAVE RETIRED FROM ACTIVE BUSINESS SHALL BE CONSIDERED HONORARY MEMBERS. Form 990, Part VI, Section A, line 7a UNDER THE ASSOCIATION'S BYLAWS, ONLY REGULAR MEMBERS AND THE ALLIANCE MEMBER MAY ELECT OFFICERS AND THE BOARD OF DIRECTORS. Form 990, Part VI, Section A, line 7b REGULAR MEMBERS ARE REQUIRED TO APPROVE A PLAN OF MERGER CALLS FOR THE ASSOCIATION TO MERGE INTO ANOTHER ASSOCIATION OR OTHER ENTITY, OR A PLAN OF MERGER CALLS FOR THE ASSOCIATION TO ABSORB ANOTHER ASSOCIATION OR OTHER ENTITY, BUT THE MERGER WOULD RESULT IN (I) A NAME CHANGE FOR THE ASSOCIATION, (II) THE CREATION OF A NEW MEMBERSHIP CLASS, (III) THE ELIMINATION OF A MEMBERSHIP CLASS, OR (IV) A SUBSTANTIAL CHANGE TO THE THEN CURRENT GOVERNANCE SYSTEM. IN ADDITION, REGULAR MEMBERS ARE REQUIRED TO APPROVE A PLAN FOR CONSOLIDATION WHEREBY THE ASSOCIATION WOULD COMBINE WITH ONE OR MORE ASSOCIATIONS TO CREATE A NEW ASSOCIATION AND CEASE TO EXIST AS AN INDEPENDENT ENTITY. Form 990, Part VI, Section B, line 11 THE FIVE INDEPENDENT MEMBERS OF THE AUDIT COMMITTEE, WHICH IS A BOARD-LEVEL COMMITTEE, REVIEWED THE FORM 990 BEFORE ITS FILING. THE MBA BOARD HAD THE OPPORTUNITY TO REQUEST A COPY OF THE DRAFT FOR REVIEW BEFORE IT WAS FILED. Form 990, Part VI, Section B, line 12c IT IS MBA'S POLICY THAT NO COVERED PARTY PARTICIPATE IN THE EVALUATION OR APPROVAL BY MBA OF ANY CONTRACTUAL ARRANGEMENT TO WHICH MBA MAY BECOME A PARTY IF THE COVERED PARTY'S PARTICIPATION WOULD CREATE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST. MBA'S CONFLICTS POLICY REQUIRES ANNUAL DISCLOSURE TO THE MBA GENERAL COUNSEL AND SECRETARY OF "CONFLICTS OF INTEREST" DEFINED AS A SITUATION IN WHICH A COVERED PARTY WOULD PARTICIPATE IN THE EVALUATION OR APPROVAL BY MBA OF ANY CONTRACTUAL ARRANGEMENT TO WHICH MBA MAY BECOME A PARTY, IF SUCH INDIVIDUAL, OR SUCH INDIVIDUAL'S EMPLOYER, WOULD OBTAIN MORE THAN AN INSIGNIFICANT FINANCIAL BENEFIT, EITHER DIRECTLY OR INDIRECTLY. "COVERED PARTY" MEANS A MEMBER OF THE MBA BOARD OF DIRECTORS OR A MEMBER OF A BOARD COMMITTEE OR BOARD TASK FORCE THAT MAY BOTH (I) RECOMMEND ENTERING INTO CONTRACTS AND (II) PLAY A ROLE IN VENDOR REVIEW AND SELECTION. MOREOVER, COVERED PARTIES ARE SUPPOSED TO UPDATE THEIR DISCLOSURES AS CIRCUMSTANCES WARRANT AND PROVIDE THEM TO THE MBA GENERAL COUNSEL AND SECRETARY. THE DISINTERESTED MEMBERS OF THE EXECUTIVE COMMITTEE OF THE MBA BOARD OF DIRECTORS SHALL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS OR BEHAVIOR IN CONFLICT WITH THIS POLICY HAS OCCURRED, AND WHAT SUBSEQUENT ACTION IS APPROPRIATE (IF ANY) AND ITS DECISION WILL BE FINAL, EXCEPT AS FOLLOWS. THE EXECUTIVE COMMITTEE SHALL INFORM THE FULL BOARD OF DIRECTORS OF ANY DISAGREEMENT BETWEEN THE EXECUTIVE COMMITTEE AND THE DISCLOSING DIRECTOR AS TO ITS DETERMINATION THAT A CONFLICT OF INTEREST, OR BEHAVIOR IN CONFLICT OF THE POLICY, EXISTS AND ANY RECOMMENDED ACTION. THE BOARD SHALL RETAIN THE RIGHT TO MODIFY OR REVERSE THE EXECUTIVE COMMITTEE'S DETERMINATIONS IN THIS CONTEXT. THE CONFLICTS OF INTEREST POLICY ALSO ADDRESSES CONFIDENTIALITY. Form 990, Part VI, Section B, line 15 Process for President and CEO 1. Review and approval. The Compensation Committee, on behalf of the Board, will review and approve the compensation of MBA's chief employed executive, the President, provided that individuals with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. 'Compensation' means initial salary, special benefits not generally available to MBA staff, salary increases and bonuses. 2. Use of data as to comparable compensation. The Compensation Committee will review and set the compensation of the President using as references points: (i) compensation of any predecessor President, and (ii) readily available public data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations (formal benchmarking studies by outside compensation consultants need not be commissioned annually but may be sought periodically). 3. Assessment of performance. The Compensation Committee will take into account: (i) the level of attainment of MBA's goals and objectives over the review period, (ii) the nature of the particular external and internal challenges facing MBA over the review period, and (iii) such other considerations as may be applicable under the prevailing circumstances. 4. Contemporaneous documentation and recordkeeping. There is contemporaneous documentation and recordkeeping with respect to the decisions regarding the compensation arrangement. Process for Specified Key Employees 1. Review and approval. The President will submit recommendations to the Compensation Committee for review and approval of the total compensation of the following Specified Key Employees, as defined in the Internal Revenue Service's Form 990 Instructions: --The chief financial officer --The secretary, as approved by the Board of Directors --All senior vice presidents provided that individuals with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. 'Compensation' means initial salary, special benefits not generally available to MBA staff, salary increases and bonuses. 2. Use of data as to comparable compensation. The Compensation Committee will review and set the compensation of the Specified Key Employees, based on the recommendations of the President, who will use as references points: (i) readily available public or other data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations (MBA need not obtain formal benchmarking studies from outside compensation consultants annually but these may be sought periodically); and (ii) the salary and length of service of the previous incumbent. 3. Assessment of performance. The Compensation Committee will review for Specified Key Employees the President's assessment of -- (i) the level of attainment of MBA's goals and objectives over the review period; (ii) the level of attainment of a Specified Key Employee's individual goals and objectives over the review period; (iii) the nature of the particular external and internal challenges facing MBA over the review period; and (Iv) other, documented considerations that may be applicable under the prevailing circumstances. 4. Contemporaneous documentation and recordkeeping. There is contemporaneous documentation and recordkeeping with respect to decisions regarding the compensation arrangements. Process for Remaining Employees For the remaining employees, the Board hereby approves the following process for determining total compensation: 1. The President is authorized and directed to: (A) implement MBA's present employee position classification system that identifies functionally comparable positions across Groups, and (B) administer a compensation plan based on: (i) such classification system, (ii) reasonably available current compensation data from similarly situated associations, (iii) MBA's goals and objectives, and (iv) such other criteria or considerations that may be applicable under the prevailing circumstances. 2. The President is further authorized to revisit the employee classification system as well as to engage compensation consultants, from time to time, to help assure that the employee classification system and the compensation data and plan remain relevant to the achievement of MBA's overall goals and objectives. 3. Under exceptional circumstances that must be documented and reported to the Compensation Committee, the President is authorized to offer signing or retention bonuses and other forms of compensation to employees in order to help assure the smooth operation of MBA and/or the achievement of significant MBA goals and objectives. Form 990, Part VI, Section C, line 19 CHARTER, BYLAWS AND CONFLICTS OF INTEREST POLICY ARE PROVIDED UPON REQUEST. FINANCIAL INFORMATION IS PROVIDED THROUGH THE FORM 990 UPON REQUEST. FINANCIAL STATEMENTS ARE PROVIDED TO THE BOARD OF DIRECTORS AND ARE NOT MADE AVAILABLE PUBLICLY. FORM 990, PART XI, LINE 2C THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PRIOR YEAR. 1331 L STREET LLC 1717 RHODE ISLAND AVE NW 400 WASHINGTON DC 20036 331210397 HOLDS MBA HEADQUARTERS OFFICE BUILDING DE 1686714 0 MBA FIRST LLC 1717 RHODE ISLAND AVE NW 400 wasHINGTON DC 20036 provides svcs to organizations in the real estate finance industry DC 0 0 MISMO Inc 1717 Rhode Island Ave NW 400 WASHINGTON DC 20036 510502943 DEVELOPING, PROMOTING AND MAINTAINING VOLUNTARY ELECTRONIC COMMERCE STDS DE 501(C)(6) RIHA 1717 Rhode Island Ave NW 400 WASHINGTON DC 20036 366109824 FURTHERING RESEARCH IN THE FIELD OF MORTGAGE BANKING AND REAL ESTATE FINANCE IL 501(C)(3) 509(A)(3) MORPAC 1717 Rhode Island Ave NW 400 WASHINGTON DC 20036 526144335 POLITICAL ACTION COMMITTEE DC 527 MORTGAGE ACTION ALLIANCE INC 1717 Rhode Island Ave NW 400 WASHINGTON DC 20036 271893100 SUPPORT COMMON BUSINESS INTERESTS OF REAL ESTATE FINANCE INDUSTRY DE 501(C)(6) (PENDING) LENDER TECHNOLOGIES CORPORATION 1717 Rhode Island Ave NW 400 WASHINGTON DC 20036 522233464 ENABLES VALUE-ADDED TECHNOLOGY AND INFORMATION PRODUCTS DC C 32123 106987 1.00000 SISAC INC 1717 Rhode Island Ave NW 400 WASHINGTON DC 20036 522413168 OPEN ACCESS AND STANDARDS IN REAL ESTATE FINANCE DE C 150 121586 1.00000 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 RESEARCH INSTITUTE FOR HOUSING AMERICA N 30000 RESEARCH INSTITUTE FOR HOUSING AMERICA P 8853