About NAA - Bylaws
Article I - Offices
The office of the corporation shall be 8880 Ballentine, Overland Park, Kansas, Johnson County Kansas 66214. The corporation may establish other offices as may be determined by the Board of Directors.
Article II - Membership
- There shall be one class of members as follows (effective January 1, 2013):
(a) Auction Professionals: All auction professionals are eligible to vote and will be required to affirm the following: I solemnly swear (or affirm) that I will faithfully support its objectives, comply with the NAA Code of Ethics and pay the established dues.
(b) Auxiliary Members. Individuals who are past officers of the Auxiliary to the National Auctioneers Association, or who are the spouse, or parents, of an Active Member of this Association or the widowed spouses or children of an individual who was an Active Member at the time of their death, shall be eligible for Auxiliary Membership in this Association. NAA active members shall be eligible for auxiliary membership, if they so desire
Auxiliary Members may operate an autonomous organization to be named the Auxiliary to the National Auctioneers Association, pursuant to the conditions and objectives set out in the Auxiliary's Constitution and Bylaws so long as said Constitution and Bylaws do not conflict with the Articles of Incorporation and Bylaws of the National Auctioneers Association.
(a) Members, other than Honorary Members, shall be approved by the Board of Directors, provided that the Board of Directors may delegate its authority to act on membership applications to the President and Chief Executive Officer.
- Annual Dues.
Annual dues for members shall be such as are established by the Board of Directors and shall be payable in advance.
Members may request a mail-in ballot in writing by June 1 or the closest business day before June 1. Ballots will be mailed out by June 1 or the closest business day after June 1. Ballots must be returned, postmarked by July 1; envelopes must contain an individual's name and member number in order to be valid. Members who return a ballot by July 1 and who can identify their ballot by showing their name and member number on the envelope may request their ballot be destroyed and be allowed to vote at the annual meeting.
- Annual Meeting.
The annual meeting of Members shall be held during, and at the same place as, the annual convention of the Association, at such time and place as shall be designated in a notice mailed to all Members, or published as hereinafter provided, for the election of elective officers and directors and for the transaction of such other business as may come before the meeting. If the election of officers and directors shall not be held on the day designated herein for any annual meeting of Members, or any adjournment thereof, or should such election not take place within sixteen (16) months following the last annual election, the Board of Directors shall cause the election to be held at a special meeting of Active Members as soon thereafter as conveniently may be.
- Special Meetings.
Special meetings of the Association for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the written request of ten percent (10%) or more of the Members of the Association. Only those items specified in the request for a special meeting may be considered at such special meeting.
- Place of Meeting.
Any meeting may be held either within, or outside of the State of Kansas. The place of meeting shall be designated by the Board of Directors.
- Notice of Meeting.
Written or printed notice, stating the date, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to each voting member of the Association, or published in a publication designated by these Bylaws as an official publication of the corporation, not less than ten (10) nor more than fifty (50) days before the date of the meeting. Such notice shall be deemed to be delivered on the day the electronic communication is distributed or when deposited in the United States mail by the corporation, with postage thereon prepaid.
- Those individual members present shall constitute a quorum for the transaction of business at any meeting of the members.
A majority of the members present may adjourn the meeting to a subsequent time, without further notice. A meeting of members at which quorum is present, may be adjourned by vote of a majority of the members, without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
- Termination of Membership.
(a) Non-Payment of Dues. Should any member fail to pay dues when due as specified by the Association's billing, the membership of such member shall automatically terminate forthwith. Such membership may be automatically reinstated by payment of such delinquent dues and all subsequent dues made to the date of the member's reinstatement, within one year following the first delinquency in payment; thereafter such member shall be admitted only upon election as a new member.
(b) Resignation. Any member may resign from the Association by written notice.
- Rights of Members.
The right of a member to vote on or participate in any activities of the Association shall cease on termination of his or her membership.
Article III - Directors
- General Powers.
The business and affairs of the corporation shall be managed by its Board of Directors.
- Number of Directors, Election and Term of Office.
The Board of Directors shall consist of the President, Vice President, Treasurer and Past President of the Board of Directors, six elected members of the Association, two (2) of whom shall be elected annually and the President of the National Auctioneers Foundation Board of Trustees or their designee, the Chair of the Education Institute Trustees elected as provided in Article XII, Paragraph 3(a). The President shall also have the right to appoint one additional Board member who may or may not be a member of the Association whose term shall last for one (1) year. The President, Vice President and Treasurer shall hold office as Directors so long as they hold their respective positions as elected officers of the corporation. The term of office of the elected Director shall be for three (3) years. In addition, the Chief Executive Officer of the Association shall be a member of the Board of Directors, but shall not be entitled to vote.
- Regular Meetings.
There shall be at least three regular meetings of the Board of Directors annually. Notice of such regular meetings shall be given at least thirty (30) days prior to such meetings.
- Special Meetings.
Special meetings of the Board of Directors may be called by, or at the request of the President or any three (3) members of the Board of Directors . The President shall designate the time and place for any special meeting which has been duly called which may be within or outside of the State of Kansas.
Notice of any special meeting shall be given ten (10) days prior to such meeting. Such notice shall be deemed to be delivered on the day the electronic communication is sent or deposited in the United States mail so addressed with postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was unlawfully called or convened. Only those items of business set forth in the Notice of any special meeting may be conducted at said special meeting.
A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. But if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
- Manner of Acting.
The act of the majority of all the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Except as provided in Section 10 of this Article III, absent directors shall not be permitted to vote by proxy. The Past President of the Board of Directors, or in his/her absence, the President, or in his/her absence the Vice President, or in the absence of the three of them, a chair will be chosen by the directors present and shall preside at the meeting of the Board of Directors.
- Absence from Meetings
Absence from three (3) meetings of the Board of Directors by an elected Officer or Directors without an excuse deemed valid by the Board of Directors may be construed as resignation from the office or directorship and the office and directorship may be declared vacant by the Board of Directors.
Vacancies among the Officers and Directors of the Association shall be filled by a majority vote of a quorum of the Board of Directors and the Officer or Director so chosen shall be appointed for the unexpired term of his or her predecessor in office.
- Presumption of Assent.
A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
- Dispensing with Meetings.
Whenever the vote of the Board of Directors at a meeting thereof is required to be taken in connection with any corporate action, the meeting of the Directors may be dispensed with and the corporate action may be carried forward if each Director consents in writing to a written vote on the action without a meeting of the Directors, and if a majority of the entire Board files with the Secretary, written votes in favor of the corporate action being taken.
Article IV - Officers
- The Officers of the corporation shall be the Past President of the Board of Directors, President, Vice President, a Treasurer and the Chief Executive Officer. In the absence of the President, the Vice President shall perform his or her duties. The Chief Executive Officer of the corporation shall be the Secretary of the corporation unless otherwise deemed by the Board.
- Election and Term of Office. The elective officers of the corporation shall be elected at the annual meeting of the membership. In order to be eligible to hold the office of President, Vice President or Treasurer, a member must have previously served a full term on the Board of Directors, Education Institute Trustees, the NAF Trustees or the NAA Auxiliary. The Vice President shall succeed to the office of President if otherwise qualified and available to serve. All officers shall serve for one (1) year or until successors are elected and qualify, except that the Treasurer shall serve for two (2) years or until a successor is elected and qualifies.
- Duties of Officer.
The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them, respectively, by the Board of Directors from time to time, and such as are required by law.
- Chief Executive Officer.
The Board of Directors shall employ a Chief Executive Officer who shall be the chief administrative officer of the Association, under the supervision and direction of the President and the Board of Directors and shall perform such other duties as may be delegated to him or her by the Board of Directors. The CEO, with the approval of the Board of Directors, may employ such other persons as may be necessary to conduct the activities of the Association. The CEO will serve as the Secretary of the Association unless otherwise deemed by the Board. The CEO or his or her staff designee shall also keep the accounts and receive all monies paid to the Association and shall deposit them in the proper bank accounts of the Association.
- Borrowing Authority.
Upon specific approval by a three-fourths majority of the Board of Directors, either in the course of a Board of Directors meeting or by written or electronic consent, of a specific resolution authorizing the borrowing of funds, the corporation may borrow funds with loan documents to be signed by the CEO and the Treasurer.
Vacancies among the officers of the Association shall be filled by a majority vote of a quorum of the Board of Directors and the officers so chosen shall serve the unexpired term of the office for which he or she has been appointed. Vacancies by the officers, other than the President, need not be filled if the Board of Directors does not deem it advisable to fill the vacancy for the remainder of the term.
Article V - Fiscal Year
The fiscal year of the corporation shall end on December 31 of each year hereafter.
Article VI - Waiver of Notice
Whenever any notice is required to be given to any member or Director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of applicable law, a waiver thereof in writing, signed by the member or Director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article VII - Code of Ethics
The Board of Directors shall adopt, and may amend from time to time, a Code of Ethics which shall be binding upon each member of the corporation.
Article VIII - Official Publication
The official publication of the corporation shall be a magazine bearing the name "Auctioneer."
Article IX - Annual Convention
The time and place of the annual convention shall be determined by the Board of Directors.
Article X - Amendment of Bylaws
The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of the Corporation by affirmative vote of two-thirds (2/3rds) of the members of the Board of Directors present at a meeting at which a quorum is present, provided, however, that notice of the proposed action has been given to the membership by publication in the Auctioneer at least thirty (30) days prior to the meeting at which such action is taken and to the individual members of the Board of Directors with the notice of the meeting
Article XI - Exempt Activities
Notwithstanding any other provisions of these Bylaws, no member, Director, Officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) of the Internal Revenue Code and its regulations pertaining thereto as they now exist or as they may hereafter be amended.
Article XII - Committees
- Executive Committee.
The Executive Committee shall be comprised of the President, Past President Vice President; and Treasurer of the NAA Board of Directors, and the Chief Executive Officer. The Chair of the Education Institute Trustees shall serve as an Ex-officio voting member of the NAA Executive Committee. The Executive Committee is responsible for ensuring the CEO is appropriately managing the daily operations of the organization and the Executive Committee shall review all fiscal policies and procedures for the NAA. Except as limited by law and by the NAA Bylaws, the Executive Committee shall exercise the oversight powers and authority of the Board of Directors when the Board of Directors is not in session. All official actions of the Executive Committee shall be reported to the Board of Directors at its succeeding meeting.
- Nominating Committee.
The Vice-President, subject to the approval of the Board of Directors, shall appoint a Nominating Committee, the members of which shall serve for one (1) year or until their successors are appointed and qualified. The Nominating Committee will consist of the Vice President, the Past President, the NAF Representative to the Board, the chair of the Education Institute Trustees and a member leader from a state association. They will be responsible to:
- Work with the Board to identify the optimal board matrix based on the strengths and needs of the board (including the need for diversity as defined by the organization)
- Screen candidates' eligibility and assess qualifications for service.
- Recommend up to two nominations for each vacancy.
Nominations from the membership for Association positions must be submitted to the Association headquarters office on or before March 1 of each year for the election at the annual meeting. Members who are not recommended by the Nominating Committee may still run for office as long as the deadline date is met.
- Education Institute Trustees.
The President, subject to the approval of 80% of the Directors present at a meeting of the Board of Directors and giving due consideration to recommendations from the then current Education Institute Trustees, shall appoint a committee consisting of six (6) members. The Trustees shall serve staggered terms of three (3) years or until their successors are appointed and qualified so that two (2) Trustees shall be appointed each year. The Vice President and Treasurer of the Association shall serve as additional members during his or her term (effective July 2013, the Treasurer will no longer serve on the Trustees). Qualifications for service as a Trustee shall include holding an NAA designation and active membership in NAA for at least five (5) years. The Education Institute Trustees shall operate as follows:
a. The Education Institute Trustees, being mindful of NAA's mission, should continually consider and monitor educational programming for relevance and value and make recommendations on priorities where warranted.
b. The Education Institute Trustees shall annually elect a Chair and a Vice Chair of the Institute, neither of whom shall be the Association Vice President or Treasurer. Neither the Chair nor the Vice Chair shall serve as such for more than two consecutive years. Except for the Chair of the Institute, the Vice President and Treasurer of the Association, members of the Board of Directors shall not serve or continue to serve as a Trustee. Trustees may not serve consecutive terms.
c. The Education Institute chair may appoint subcommittees of the Institute, who shall serve at the pleasure of the Institute. The Chair of the Institute, in coordination with the NAA President, will appoint members of the subcommittees. Subcommittees shall have such duties as are assigned by the Institute.
d. The Education Institute Trustees shall develop each year a budget for presentation to the Board of Directors for approval.
e. The Education Institute Trustees shall maintain a set of Regulations to further the objectives of the Institute and shall have the authority to recommend additions, amendments, alterations, or deletions to the Regulations as it deems necessary.
f. The Education Institute Trustees may be disbanded only with the consent of 2/3rds of the members of the Association voting at an annual meeting or at a special meeting called for that purpose.
- Standing Committees.
The President, subject to the approval of the Board of Directors, shall appoint the following Standing Committees, the members of which shall serve for one (1) year or until their successors are appointed and qualified:
b. Audit Committee
c. Human Resource Audit Committee
- Other Committees.
The President, with the approval of the Board of Directors, may appoint such other committees as he or she deems advisable. The President shall be an ex-officio member of all committees.
- Duties of Committees.
Committees shall have such duties as their title indicates, and as the Board of Directors may assign. All policies actions of committees shall be subject to approval by the Board of Directors.
- Procedure for Grievance Committee.
The process for filing a grievance is outlined in the NAA Code of Ethics.
Article XIII - Order of Business
Rules of Order.
Except as otherwise provided in the Articles of Incorporation or these Bylaws, the latest edition of ROBERT'S RULES OF ORDER shall determine procedure in all meetings of the members and the Board of Directors.