Last reviewed 18/04/2018

Constitution of the Intermediary Mortgage Lenders Association


The Intermediary Mortgage Lenders Association (“IMLA”) was established in 1988 as the Association of Mortgage Lenders (“AML”). In 1995, it adopted its current name as a way of emphasising the one common feature that unites its members, ie, selling mortgages through intermediaries. IMLA today is an active member- and business-focused trade body with a strong membership (both Full and Associate Members). More details can be found on the IMLA website www.imla.org.uk

IMLA’s Aims and Objectives

IMLA’s aim is to support the maintenance and development of a professional, profitable and sustainable intermediary mortgage lending sector.

To achieve this aim, IMLA has the following objectives:

  1. To provide a strong representative voice for all mortgage lenders whose mortgage origination strategy is actively, but not necessarily exclusively, through intermediaries.
  2. To represent such lenders’ views, both pro-actively and reactively to Government departments and agencies, Parliament, regulators, the Bank of England, the media and any other relevant bodies.
  3. As part of this to offer a clear voice for smaller lenders in general and specialist lenders in particular who might otherwise find their views are not adequately represented.
  4. To be a source of information and research and to work with other relevant trade bodies all as part of furthering its overall mission.
  5. To enhance the reputation of its members and the mortgage industry by the promotion of good lending practices.

Powers

IMLA is a membership trade body funded by the fees of its members (Full and Associate) and associated activities. Leadership and governance is provided by five Member-elected Directors (including the Chair) and an Executive Director with the addition of any co-opted Directors appointed by the Elected Directors. Together they form the Management Committee or Board of IMLA.

To pursue the aims and objective set out above IMLA:

  1. Sets and collects an annual membership fee
  2. Undertakes other member-related commercial activities such as the Annual Dinner
  3. Employs a small part-time secretariat to undertake a range of specific duties
  4. Funds research and publications
  5. Engages with other trade bodies, government and regulators

Membership

IMLA has two categories of membership – Full membership and Associate membership – for both of which an annual fee is levied.

Full membership

Full membership of IMLA is available to all first-charge mortgage lending institutions which have a separate and clearly-defined operating structure dedicated to processing intermediary-introduced mortgage business.

Associate membership

Associate membership allow firms that work closely with intermediary mortgage lenders to be Associate Members who can then get access to member-only information and be invited to IMLA lunches, dinners and events as well as, on a limited basis, to make presentations at IMLA meetings.

Admission

Admissions to Full and Associate membership is at the discretion of the IMLA Executive Committee. This is exercised via the Management Committee/Board. Applications for Full membership will only be considered from lenders which meet the membership criteria approved from time to time by the Executive Committee.

Applications

Applications for both Full and Associate membership are considered by the Management Committee. Both Full and Associate members may signify they are IMLA Members/Associate Members but must not imply any IMLA endorsement of policies or procedures.

Suspension or revocation

Membership (both Full and Associate) of IMLA may be suspended or revoked in the following circumstances:

  1. The Member ceases to be a mortgage lender (or linked to this industry as in the case of an Associate) as defined above and with its own mortgage assets or mortgage assets under management where such loans are securitised or otherwise funded off-balance sheet.
  2. The Member or Associate fails to meet the requirements of the official regulatory regime without remedying such failure or non-compliance in reasonable time.
  3. The Member or Associate misrepresents its relationship with IMLA, on a persistent basis, in advertising, promotional literature or in any other way.
  4. The Member or Associate otherwise breaches the constitution of IMLA or brings IMLA or the industry into disrepute and is unable to remedy the situation to the satisfaction of the IMLA Executive Committee.

Management

IMLA is run through its Executive Committee and the Management Committee/Board.

IMLA Executive Committee

All Full Members are entitled to send one representative to the Executive Committee (ExCo) meetings. All Full Members are invited to put forward items for inclusion on the agenda. Additionally, specialist employees of Full Members are able to attend IMLA meetings, at the Chairman’s discretion, when relevant subjects are on the agenda for discussion. On occasions, Members may be asked to vote on issues. The representative will be empowered to vote. In the event of a tied vote the Chairman shall have the casting vote.

IMLA also welcomes prospective Full Members to come and observe ExCo meetings. Any Member wishing to invite a colleague who is considering membership should advise the Executive Director.

IMLA Management Committee/Board

IMLA is run by an elected Chair and up to four elected Directors (plus any co-opted directors), all of whom serve as officers on the IMLA Management Committee or Board (ManCo). The Directors will normally be employees of Full Member firms.

The Chair will normally be elected for a two-year term. The Directors are elected for a one-year term of office.

The Chair and Directors are responsible for the strategic direction of IMLA, its budgets and its staff (contracted or otherwise). Their duties include:

  • The Strategic direction of IMLA taking into account the interests of its Members and the Constitution.
  • Overseeing the work of the Executive Director and other staff (contracted or otherwise). This includes agreeing contracts and terms and conditions as well as giving support and direction to them.
  • Acting as cheque signatories, overseeing the finances of IMLA, setting the budgets, and ensuring the collection of annual subscriptions.
  • Taking a lead role in specific IMLA activities as discussed and agreed at ManCo/Board meetings.
  • Attending ManCo and ExCo meetings and representing IMLA at meetings with UKF or other organisations.
  • Contributing to IMLA media activity and conference presentations.
  • Ensuring sound financial management of IMLA’s affairs.

Elections for Chairman and Directors

An election is held in November each year. For the position of Chair there is an election every other year. For the position of Director there will be an election each year.

This is a two-stage process. Full Members are invited to nominate candidates for the Chair (every other year) and Directors (every year). Members can nominate themselves and can nominate any number of candidates.

Once all nominations have been received, IMLA checks to ensure all those nominated are willing to stand for office. This list of nominees is then put to the membership for the vote. Each Member may cast a vote for (a) the Chair and (b) up to 4 Directors – including the position of Vice-Chair.

In the event of a contested election for Chair the person appointed will be chosen on the basis of the number of votes cast for each candidate. The person with the highest number of votes for the position of Chair will be appointed. In the event of there being no candidate for Chair the Directors will put forward an interim arrangement until such time as a candidate is identified.

Election for the Directors will be made on the basis of the candidates receiving the highest number of votes. The candidate with the highest number of votes as a Director (other than the Chair) will normally be offered the role of Vice Chair, though this is subject to agreement in ManCo. The expectation is that, typically, the Vice Chair will go on to stand for the post of Chair in a subsequent election.

The consecutive tenure of any Director/Chair should not exceed 10 years (in total) without a rotation off for two years.

Management Committee members will be empowered to sign cheques and otherwise act on behalf of IMLA.

In the event of a Director resigning during his/her term of office a ballot of Members will normally be held as soon as possible thereafter to appoint a replacement. Directors will have the authority to co-opt a Member or Members to act as a Director(s) until such time as they can seek Member approval at an ExCo meeting and/or hold a ballot.


Meetings

IMLA ExCo normally meets five times a year (January, March, May, September and November). Meetings are normally from 10.30am to 12.30pm (with sandwich lunch to follow). A schedule of meeting dates for the coming year is circulated to members at the AGM.

Annual General Meeting

IMLA will hold an Annual General Meeting in November each year. At the AGM the appointments for Chair and fellow Directors are agreed. In addition the meeting will consider the annual accounts, agree the annual subscription, discuss and agree any amendments to the Constitution and appoint the auditors.


Finances

The financial year for IMLA shall be from July 1st to June 30th and each Member shall pay a subscription, which is set annually by the Executive Committee in an amount sufficient to meet the objectives of IMLA for the ensuing year.

The membership fee (Full and Associate) will be invoiced for in June of each year and is payable on or before 1st July. Members and Associates joining part-way through a year will be invoiced for the pro-rata amount. Details of the current fees are on the website.

With the agreement of Members, IMLA may also create specialist sub-groups from time to time. At present we have a number of groups, details of which are on the website.

IMLA presents draft financial statements for each year for approval at the AGM. The financial statements will be subject to independent financial review by external auditors, who will be appointed each year at the AGM.


Revision of the Constitution

This Constitution shall be amended as necessary at the Annual General Meeting or if necessary at a general meeting of the Executive Committee, provided that at least 75% of the members present at the meeting (or in writing if not present) vote in favour of amendments of which at least 14 days’ prior notice has been given.

This version was approved at the AGM on 23 November 2017