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.

1. There shall be nine (9) classes of members as follows:

(a) Active Members. Individuals whom the seller engages to direct, conduct or be responsible for a sale by auction shall be eligible for Active Membership in this Association.

(b) Active and Spouse Members. Individuals whom the seller engages to direct, conduct or be responsible for a sale by auction and the individual's spouse, both shall be eligible for Active Membership in this Association.

(c) Virtual Members. Individuals whom the seller engages to direct, conduct or be responsible for a sale by auction shall be eligible for Active Membership in this Association.

(d) Associate Members. Individuals who are employees of Active Members, but who are not auctioneers, shall be eligible for Associated Membership in this Association.

(e) Affiliate Members. Individuals not engaged in the auction business who have an interest in the auction industry and are in agreement with the objectives of the Association shall be eligible for Affiliate Membership in this Association.

(f) Retired or Disabled Members. Any Active Member who is of the age of 65 years or older and conducts 12 or less auctions per year shall be eligible for Retired or Disabled Membership in this Association.

(g) Auxiliary Members. Individuals who are past officers of the Auxiliary to the National Auctioneers Association, or spouse, parents, widowed spouses or children of an Active Member of this Association, 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.

(h) Auction Support Team – Auction support staff of an active NAA member such as clerks, cashiers and ringman shall be eligible.

(i) Honorary Members. Honorary Membership may be granted by the Board of Directors to Members and non-members in recognition of any outstanding service rendered for or in behalf of this Association or the auction profession. Honorary Members shall not be permitted to pay dues.

2. Qualifications.

(a) Application shall be made in such manner and form as may be prescribed by the Board of Directors.

(b) Active Members. An applicant for Active Membership shall be eligible for Active Membership provided that he or she affirms, "I solemnly swear (or affirm) that I will faithfully conform to the Articles of Incorporation, Bylaws, and Code of Ethics of the National Auctioneers Association, as the same may be amended from time to time."

(c) Associate Members. An applicant for Associate Membership shall be granted such membership upon showing that the applicant meets the requirements of Article II,1(b).

(d) Affiliate Members. An applicant for Affiliate Membership shall be granted such membership upon a showing that the appli­cant meets the requirements of Article II,1(c).

(e) Retired or Disabled Member. An applicant for Retired or Disabled Membership shall be granted such membership upon a showing that the applicant meets the requirements of Article II. 1(d).

(f) Auxiliary Members. An applicant for Auxiliary Membership shall be granted such membership upon a showing that the appli­cant meets the requirements of Article II,1(e).

(g) Members, other than Honorary Members, shall be elected by the Board of Directors, provided that the Board of Directors may delegate its authority to act on membership applications to the President and Executive Vice President.

3. Dues and Application Fee.

(a) Application Fee. The Board of Directors may adopt a rea­sonable application fee for Active, Associate, Affiliate, and Auxiliary Members. There shall be no application fee for Honorary Members.

(b) Annual Dues. Annual dues for Active, Associate, Affiliate, and Auxiliary Members shall be such as are established by the Board of Directors and shall be payable in advance. Dues of Active Members may be paid by the member or through State or affiliated organizations. Honorary Members shall not be required to pay dues.

4. Vote. Active and Retired members shall be entitled to vote in person in all meetings of members. Honorary, associate, affiliate, auction support team, and auxiliary members shall not be entitled to vote. No member who is not present at a meeting shall be permitted to vote by proxy or otherwise.

5. Annual Meeting. The annual meeting of Active 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 Active 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 Active 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.

6. 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 Active Members of the Association. Only those items specified in the request for a special meeting may be consid­ered at such special meeting.

7. Place of meeting. Any annual meeting may be held either within, or without, the State of Kansas. The place of meeting shall be designated by the Board of Directors.

8. 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 when deposited in the United States mail by the corpora­tion, with postage thereon prepaid.

9. 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.

10. 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.

(c) Suspension, Reprimand, Expulsion. A member may be sus­pended, reprimanded, or expelled from the Association if he or she has been found to have violated the Code of Ethics of the National Auctioneers Association, the Articles of Incorporation or these Bylaws. No such action shall be taken against any member until the member shall have been given written notice of the charges against him or her and have been granted a hearing before the Board of Directors regarding such charges. The decision of the Board of Directors in such regard shall be final.

11. 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.

1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

2. Number of Directors, Election and Term of Office. The Board of Directors shall consist of the President, President-Elect, Vice President, Treasurer and Chairman of the Board of Directors, who will be the immediate past president, twelve elected members of the Association, four (4) of whom shall be elected annually, and the Chair of the Education Institute Trustees elected as provided in Article XII, Paragraph 3(a). The President, President-elect , 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 Executive Vice President of the Association shall be a member of the Board of Directors, but shall not be entitled to vote.

3. Regular Meetings. There shall be at least three regular meet­ings of the Board of Directors annually, the first to be held immedi­ately after the annual meeting of the members, and which shall be known as the organizational meeting; the other regular meetings shall be scheduled at the organizational meeting subject to change by a majority vote of the Board of Directors. Notice of such regular meetings shall be given at least thirty (30) days prior to such meet­ings.

4. Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of the President or any four (4) Directors. The President shall designate the time and place for any special meeting which has been duly called which may be within or without the State of Kansas.

5. Notice. Notice of any special meeting shall be given by mail ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when 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 lawfully called or convened. Only those items of business set forth in the Notice of any special meeting may be conducted at said special meeting.

6. Quorum. 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 lime to time without further notice.

7. 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 11 of this Article III, absent directors shall not be permitted to vote by proxy. The Chairman of the Board of Directors, or in his absence, the President, or in his absence, the President-elect, or in his absence, the Vice President, or in the absence of the four of them, the Chairman chosen by the directors present, shall preside at all meetings of the Board of Directors.

8. Absence from Meetings. Absence from three (3) consecutive 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.

9. Vacancies. 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.

10. 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.

11. 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.

1. The elective Officers of the corporation shall be a Chairman of the Board of Directors, who will be the immediate Past President, President, President-elect, Chief Executive Officer, Vice President and a Treasurer. In the absence of the President, the President-elect shall perform his or her duties. The corporation shall also have a Secretary who shall be appointed by and serve at the pleasure of the Board of Directors. The Chief Executive Officer of the corporation may be the Secretary of the corporation.

2. 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, President-elect, Vice President or Treasurer, a member must have previously served a full term on the Board of Directors. The President-elect 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.

3. 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.

4. 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 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 may be elected by the Board of Directors to serve as the Secretary of the Association. The CEO 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.

5. Bond. The Treasurer and the CEO shall provide a surety bond in such amount as the Directors may determine, the cost to be paid by the Association.

6. Borrowing Authority. Upon specific approval by a 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 President and the Treasurer in office.

7. Vacancies. 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 do not deem it advisable to fill the vacancy for the remainder of the term.

The fiscal year of the corporation shall end on May 31 of each year hereafter.

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.

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.

The official publication of the corporation shall be a maga­zine bearing the name "Auctioneer," which shall be published 12 times each year.

The time and place of the annual convention shall be deter­mined by the Board of Directors.

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 and/or Auction World 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.

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.

1. Executive Committee. The Executive Committee shall be comprised of the President, who will serve as Chairman; the Chairman of the Board of Directors; President-elect; Vice President; Treasurer; and Executive Vice President.

2. Candidate Information and Review Committee. The President, subject to the approval of the Board of Directors, shall appoint a Candidate Information and Review Committee, the members of which shall serve for one (1) year or until their successors are appointed and qualified. The Candidate Information and Review Committee shall be appointed prior to March 1 of each year and will review and validate nominations for officer and director posi­tions in the Association as follows:

(a) 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 in July. No further nominations shall be made after this date except by the Candidate Information and Review Committee as hereafter provided.

(b) The Candidate Information and Review Committee will interview, either in person or by telephone, each candidate between March 1 and March 15 of each year to review the following: 
 
i. The responsibilities of the position.
ii. Suggested qualifications for the position.

At the conclusion of the interviews, the Candidate Information and Review Committee will summarize its interviews to be published for consideration by the entire membership.

(c) In the event that sufficient nominations are not submitted to the Candidate Information and Review Committee to fill the slate of officers and directors to be elected at the annual meeting, the Candidate Information and Review Committee shall solicit qualified candidates to fill the slate. In the event that a full slate is prepared and a candidate subsequently withdraws or is otherwise disqualified, the Candidate Information and Review Committee shall fill the slate. It shall be the specific responsibility of the Candidate Information and Review Committee to present a full slate of nominees at each annual meeting.

3. 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 eight (8) members to be known as the Institute of Trustees for Education. The Trustees shall serve staggered terms of four (4) years or until their successors are appointed and qualified so that two (2) Trustees shall be appointed each year. The Vice President of the Association shall serve as an additional member during his or her term as Vice President. Qualifications for service as a Trustee shall include holding an NAA designation and active membership in NAA for at least five (5) years. The previous provisions of this paragraph notwithstanding, the initial Trustees shall consist of those persons serving on the Board of Governors of Auction & Marketing Institute as constituted at the time of enactment of this provision, each of whose terms shall expire at the conclusion of the term to which he or she was elected as a member of such Board of Governors, and the Vice President of the Association. The Education Institute Trustees shall operate as follows:

a. The Trustees shall annually elect a Chair and a Vice Chair of the Institute, neither of whom shall be the Association Vice President. Neither the Chair nor the Vice Chair shall serve as such for more than two consecutive years. Except for the Chair of the Institute and the Vice President 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.

b. The Institute may appoint subcommittees of the Institute, who shall serve at the pleasure of the Institute. The Chairman 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.

c. The Institute will develop, recommend, supervise, maintain, and administer all educational initiatives for the Association, including existing and future credentials and designations.

d. The Institute shall develop each year a budget for presentation to the Board of Directors for approval.

e. The Institute 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 Institute 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.

4. Standing Committees. The President, subject to the approval of the Board of Directors, shall appoint the following additional Standing Committees, the members of which shall serve for one (1) year or until their successors are appointed and qualified:

a. Resolutions
b. Budget
c. Grievance

5. 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.

6. Duties of Committees. Committees shall have such duties as their title indicates, and as the Board of Directors may assign. All actions of committees shall be subject to approval by the Board of Directors.

7. Procedure for Grievance Committee. Upon receipt of a writ­ten complaint alleging that a member has violated the Code of Ethics, Bylaws or Articles of Incorporation of the Association, the Executive Vice President shall forward a copy of such written com­plaint to the accused member and request that the accused member forward a response in writing to such charges. The complaint and the written response, if any shall be forwarded by the Executive Vice President to the Grievance Committee, which shall thereafter make a written report to the Board of Directors concerning said complaint including a recommendation to the Board of Directors stating whether there is a reason to believe that such member has engaged in conduct in violation of the Code of Ethics, Articles of Incorporation or Bylaws. The Board of Directors shall thereafter review the complaint, response and recommendation of the Grievance Committee and, if the Board of Directors determines that there is not reason to believe that a violation of the Code of Ethics, Articles of Incorporation or Bylaws has taken place, then said com­plaint shall forthwith be dismissed without hearing. If the Board of Directors determines that there is reason to believe that a violation has taken place, then the Board of Directors shall set such matter for hearing and invite the accused member, who may be represent­ed by counsel, to attend such hearing.

In the conduct of the hearing, the parties may introduce such documentary evidence and present such testimony of witnesses, sworn by the President, as the Board of Directors shall reasonably deem relevant to the issues and both sides of the controversy shall be accorded a full opportunity to be heard. At the conclusion of the hearing, the Board of Directors, as soon as it is practicably possible, but not later than two (2) weeks thereafter, shall consider the evi­dence and render a written opinion and decision, the Board of Directors may find the charges unfounded to have engaged in unethical conduct or violation of the Code of Ethics, Articles of Incorporation or Bylaws.

1. 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.