NAA Code of Ethics
The auction methodology requires a level of trust between the client, customer and auction professional that often exceeds standard business relationships. Members of the National Auctioneers Association recognize this factor and are committed to providing the elements necessary to meet that level of trust. The NAA's Code of Ethics exists to encourage the thoughtful consideration of ethical standards for auction professionals in their fostering of those relationships. The Code of Ethics provides NAA Auction Professionals guidelines for their conduct in their business practices. The Code concludes with a complaint process to be followed should circumstances arise which deem them necessary. A violation of the NAA Code of Ethics shall not form the basis for civil liability nor can such a violation be used as a breech of duty of care in any civil litigation.
As with most Codes, the NAA Code of Ethics is based on core values of which the following are most reflective:
- NAA members are committed to ensuring their Clients and Customers receive competent and ethical services.
- NAA members recognize their fiduciary responsibility to the Client.
- NAA members owe good faith in dealings with the public.
- NAA members owe good faith in dealings with other auction professionals.
ARTICLES VS. BUSINESS PRACTICE
The Code of Ethics is contained exclusively in the Articles below. The accompanying Business Practices are meant only to be instructive and to provide clarity. Complaints made against individuals based solely on violations of Business Practices will not form the basis of an ethics complaint that would result in an accused being subject to discipline.
RESPONSIBILITIES TO CLIENTS AND CUSTOMERS
ARTICLE IMembers pledge to protect and promote the interests of the client. This obligation of absolute fidelity to the Client's interest is primary, but does not relieve members of their obligation to treat all parties to the transaction fairly.
BUSINESS PRACTICE: Members should not promote unreasonable expectations about the outcome of an auction in the mind of a potential Client in order to secure the Client's business.
BUSINESS PRACTICE: Members should, to assure better service to the Client and to prevent misunderstandings, enter into written agreements or, at a minimum, clear oral agreements that set forth the specific terms and conditions of the engagement.
BUSINESS PRACTICE: Members should not enter into an agreement with a Client to withhold information from the public, which would prove to be unsafe, illegal, and detrimental to the public or material to making a decision to bid.
BUSINESS PRACTICE: Members should not make a profit on expenditures incurred for their client without their Client's prior knowledge and consent.
ARTICLE IIMembers shall not accept compensation from any party, other than the Client, even if permitted by law, without the full knowledge of all the parties to the transaction.
ARTICLE IIIMembers shall disclose any potential conflict of interest to a current or potential Client.
BUSINESS PRACTICE: Members should not provide professional services to their client where either they, members of their immediate family, members of their firm or any entity in which they have an ownership interest or contemplates an interest, without first disclosing such interest or contemplated interest.
ARTICLE IVMembers shall not disclose any confidential Client information without the Client's consent except as required by appropriate legal authorities.
ARTICLE VMembers shall recognize the limitations of their expertise; then seek counsel, assistance or Client referral appropriate for the circumstances.
BUSINESS PRACTICE: The concept of competency extends to members who are requested or required to travel to geographic areas where they do not have recent auction experience. Members not in a position to spend the necessary time in a market area to obtain the appropriate understanding of market conditions and appropriate licensure may find affiliating with a qualified local auction professional the appropriate response to ensure a competently conducted auction.
ARTICLE VIMembers owe the Customer the duties of honesty, integrity and fair dealings at all times.
BUSINESS PRACTICE: Members should provide a clear understanding of all terms and conditions of an auction. Prior to the auction, customers for real estate auctions should be provided access to a copy of the contract to be signed for the bidder's review. Following the auction, purchasers of personal property should be provided a written bill of sale and purchasers of real estate a signed copy of the contract.
BUSINESS PRACTICE: Members may participate as a bidder in an auction for which they have responsibility if allowed by the laws within that jurisdiction, they have obtained their Client's consent and have made adequate public disclosures.
ARTICLE VIIMembers shall not engage in activities that constitute the unauthorized practice of law and shall recommend that legal counsel be obtained when the interests of any party to the transaction would be appropriately served.
ARTICLE VIIIMembers shall keep monies coming into their possession in trust for other persons in a separate, special account in an appropriate financial institution.
RESPONSIBILITIES TO THE PUBLIC
ARTICLE IXMembers shall avoid misrepresentation or concealment of material facts. There is an affirmative obligation to disclose adverse factors of which they have personal knowledge.
BUSINESS PRACTICE: Members should be careful at all times to present a true picture in their advertising and representations to the public.
BUSINESS PRACTICE: In order to protect the public and to avoid misunderstandings, members should create and retain for a reasonable period of time an audio, video and/or online data record of each auction conducted.
ARTICLE XMembers are duty bound at all times to abide by the laws and regulations, which govern the profession as well as those which, if violated, would negatively affect their ability to appropriately represent the professionalism of our industry.
RESPONSIBILITIES TO THE PROFESSION
ARTICLE XIMembers should never criticize a competitor using false or deceptive information.
ARTICLE XIIMembers shall not knowingly or recklessly share confidential information about colleagues or their business practices.
BUSINESS PRACTICE: Confidential information, including financial, policies, personnel or procedures, obtained through collaboration of a joint venture, employment or otherwise should never be revealed without the written consent of the affected member.
ARTICLE XIIIMembers shall participate in all investigations and disciplinary proceedings when requested.
BUSINESS PRACTICE: In order for any professional organization to earn and maintain the confidence of the constituencies it serves, it must demonstrate to them the ability to "police" its own. Members have the unique ability to observe and therefore assist in the stewardship of this trust. Members have an obligation to assist the NAA and its officers in all matters, including the investigation, censure, discipline or dismissal of members.
PER SE VIOLATIONS1
ARTICLE XIVA member's conviction of a felony involving the member acting as an auction professional, or otherwise participating in an auction, shall be deemed an automatic violation of the Code of Ethics and require no further action. The Board of Directors will determine appropriate discipline.
ARTICLE XVDuring the period a Member owes an unpaid and unsatisfied civil, criminal, or regulatory cost, damage, fine, judgment, penalty, sanction, or other amount which was awarded, entered, levied, or ordered against the Member by an agency, authority, board, bureau, commission, court, department, or other arm of government shall result in the member being in violation of the Code of Ethics and require no further action. The Board of Directors will determine appropriate discipline.
ARTICLE XVIDuring the period a member's auctioneer license is revoked by a licensing authority in any jurisdiction within the United States for misconduct, wrongdoing, or another violation that occurred in connection with the Member acting as an auction professional, or otherwise participating in an auction, shall result in a Member being deemed in violation of the Code of Ethics and requires no further action The Board of Directors will determine appropriate discipline.
1 Per Se violations are automatic violations of the Code of Ethics and require no further action. Only actions occurring after the ratification of this Code will be applicable.
PROCEDURE FOR GRIEVANCE AGAINT THE CODE OF ETHICS
Upon receipt of a written grievance alleging that a Member has violated the Code of Ethics, the Chief Executive Officer (CEO) shall consult with the Chairman of the NAA Board of Directors to ascertain if the complaint is appropriate for processing. Grievances will not generally be considered until all pending regulatory, legal or civil actions have been resolved. The complaint must allege a violation of one or more Articles of the Code. The Business Practices serve only to clarify the ethical obligations imposed by the Articles. Complaints based solely on alleged Business Practices shall not form the basis of an ethics complaint that would result in the accused being subject to discipline.
If the CEO and Chairman agree the complaint should be processed, the CEO shall forward a copy of the written complaint to the accused Member and request that the accused Member provide a response in writing to such charges within 30-days. Once the accused Member has forwarded his/her response, the CEO and Chairman will review the information provided to determine if the file is complete.
The CEO may request more information from either the complainant and/or the accused Member. Once the investigation is complete, the CEO shall forward the complaint and the written response to the Grievance Committee. If a member of the Grievance Committee has a conflict of interest with either the person making the complaint or the accused, the Grievance Committee member must recuse himself or herself from the process.
The Grievance Committee may a) seek more information; b) find no grievance; c) make a recommendation of a grievance to the NAA Board of Directors. The CEO will communicate the Committee's decision to the accused Member. If the Complaint Committee makes a recommendation of a grievance to the NAA Board, the accused Member will be given the opportunity to come before the Board to present his/her case.
The accused Member may introduce such documentary evidence and present such testimony of witnesses, sworn by the Chairman, as the Board of Directors shall reasonably be deemed relevant to the issues. At the conclusion of the hearing, the Board of Directors, as soon as it is practically possible, but not later than two (2) weeks thereafter, shall consider the evidence and render a written opinion and decision.
The Board may a) seek more information; b) find no grievance; c) accept the Grievance Committee's recommendation and determine the appropriate discipline, which could include: public or private censure, suspension, or expulsion, including prohibiting them from using their professional designation for the time period they are not a member. The decision shall be conveyed to the Member by certified mail within 21 days of the completion of the Board meeting. The accuser will be notified of the Board's decision at the conclusion of the process.
National Auctioneers Association Bylaws
Article I - OfficesThe 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 - Membership1. There shall be one class of members, which shall be known as Auction Professionals who will be required to affirm the following: "I solemnly swear (or affirm) that I will faithfully support the NAA's objectives, comply with the NAA Code of Ethics and pay the established dues."
2. Qualifications. The Board of Directors establishes the qualifications for membership into the NAA to those working within the auction industry and may delegate its authority to act on membership applications to the President and Chief Executive Officer.
3. Annual Dues. Annual dues for members shall be such as are established by the Board of Directors and shall be payable in advance.
4. Vote. All members in good standing are eligible to vote in the annual meeting and in any special meeting either in person or by absentee ballot. Elections for the Board and its officers will be held at the annual meeting.
5. 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.
(b) Resignation. Any member may resign from the Association by written notice.
(c) Violation of the NAA Code of Ethics. If a member is found to have violated the NAA Code of Ethics, the Board of Directors may suspend membership or expel an individual from membership as outlined in the Complaint Procedures of the NAA Code of Ethics.
Article III - Meetings1. 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 appropriately come before the meeting.
2. 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.
3. Quorum. 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 a quorum is present may be adjourned by vote of a majority of the members without further notice.
4. 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.
5. Notice of Meeting. Written or printed notice, stating the place, 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 provided by mail or email 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 or its agent(s), with postage thereon prepaid.
Article IV - Directors1. 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, Vice President, Treasurer and Chairman of the Board of Directors, six (6) elected members of the Association, two (2) of whom shall be elected annually by plurality vote, and the President of the National Auctioneers Foundation Board of Trustees or their designee, and the Chair of the Education Institute Trustees elected as provided in Article XII, Section 4. 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.
3. Qualifications to run for Director. Candidates must:
a) Be a member of the NAA in good standing for at least three (3) consecutive years.
(b) Must have served on an NAA committee/task force, National Auctioneers Foundation or NAA Auxiliary.
(c) Must have completed CAI or taken the NAA Leadership Development course
4. Meetings. There shall be at least three (3) regular meetings of the Board of Directors annually at a location selected by the Executive Committee. In addition, there will be regularly scheduled conference calls. Notice of physical meetings shall be given at least thirty (30) days prior to such meetings; notice of conference calls shall be given at least ten (10) days prior to such meetings.
5. 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.
6. Notice. 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.
7. 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 a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
8. 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 14 of Article IV, absent Directors shall not be permitted to vote by proxy. The Chairman 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. Votes taken on conference calls shall be counted as regular business. On occasional circumstances, the Board may be asked to vote by email, which shall be deemed valid and will be reported and recorded as action at the next conference call or physical meeting.
9. Absence from Meetings. Absence from one-third of the Board of Directors in-person meetings during the stated term by an elected Officer or Director shall be construed as a resignation from the office or directorship.
10. Resignation. A Director may resign at any time, either by oral tender of resignation at any meeting of the Board of Directors or by giving written notice thereof to the President and Secretary. Such resignation shall take effect at the time specified and acceptance of such resignation shall not be necessary to make it effective.
11. Removal. The Board of Directors may, by a two-thirds (2/3) vote of the Board's total voting members, remove any Director at a meeting expressly called for that purpose.
12. Vacancies. Vacancies among the Directors of the Association may be filled by a majority vote of a quorum of the Board of Directors and the Director so chosen may be appointed for the unexpired term of his or her predecessor in office.
13. 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 is 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.
14. 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 filed with the Secretary, are in favor of the corporate action being taken.
Article V - Officers1. The Officers of the corporation shall be the Chairman 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.
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, Vice President or Treasurer, a member must have previously served a full three-year term on the Board of Directors, Education Institute Trustees, the AMI Board of Governors, or the National Auctioneers Foundation Trustees and must be a member in good standing. The Vice President shall succeed to the office of the 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. The Treasurer may serve three (3) terms, which may be consecutive.
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 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.
5. 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.
6. 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.
Article VI - Fiscal YearThe fiscal year of the corporation shall end on December 31 of each year hereafter.
Article VII - Waiver of NoticeWhenever 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 VIII - Code of EthicsThe 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 IX- Official PublicationThe official publication of the corporation shall be a magazine bearing the name "Auctioneer."
Article X - Annual ConventionThe time and place of the annual convention shall be determined by the Board of Directors.
Article XI - Amendment of BylawsThe 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 XII- Exempt ActivitiesNotwithstanding 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 perta
ining thereto as they now exist or as they may hereafter be amended.
Article XIII - Committees1. Executive Committee. The Executive Committee shall be comprised of the Chairman of the Board, President, Vice President; and Treasurer of the NAA Board of Directors, and the Chief Executive Officer. 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. In addition, the Executive Committee shall serve as the Grievance Committee. All official actions of the Executive Committee shall be reported to the Board of Directors at its succeeding meeting.
2. Candidate Review Committee. The Chairman of the Board, subject to the approval of the Board of Directors, shall appoint a Candidate Review Committee, the members of which shall serve for one (1) year or until their successors are appointed and qualified. The Candidate Review Committee will consist of the Chairman of the Board, the President, the Representative to the Board from the National Auctioneers Foundation, the chair of the Education Institute Trustees and a member leader from a state association. In those instances where the designee is a candidate, the Chairman will appoint another member from that representative body. 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 three (3) 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 Candidate Review Committee may still run for office as long as the deadline date is met.
3. The National Auctioneers Auxiliary. Individuals who are members in good standing with the NAA, or who are past officers of the Auxiliary to the National Auctioneers Association, or who are the spouse or parents of an Active NAA Member or the widowed spouses or children of an individual who was an Active Member at the time of their death, shall be eligible for participation in the National Auctioneers Auxiliary.
The charge of the Auxiliary is to promote and advance the auction team in partnership with the auction professional.
4. Education Institute Trustees. The Vice 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 two (2) Trustees each year. The Vice President of the Association shall serve as an additional member during his or her term. Qualifications for service as a Trustee shall include holding an NAA designation and active membership in NAA for at least three (3) 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 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. The selected Chair must have at least three (3) years' experience as an Education Institute Trustee. The selected Chair is not required to be a sitting Trustee at the time of his/her election. Neither the Chair nor the Vice Chair shall serve as such for more than two (2) consecutive years. Except for the Chair of the Institute, and the Vice President, 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 maintain policies to further the objectives of the NAA education program.
(e) The Education Institute Trustees may be disbanded only with the consent of two-thirds of the members of the Association voting at an annual meeting or at a special meeting called for that purpose.
6. Advocacy Committee: The President, subject to the approval of 80% of the Directors present at a meeting of the Board of Directors, shall appoint a committee consisting of six (6) members plus a Chair and Vice Chair. Committee members shall serve staggered terms of three (3) years or until their successors are appointed and qualified so that two (2) Committee members shall be appointed each year. A representative from the Executive Committee shall serve as an additional member during his or her term. The Committee will develop and recommend to the Board of Directors an annual public policy strategy and agenda that will address legislative and regulatory issues.
7. Governance Committee: The President, subject to the approval of 80% of the Directors present at a meeting of the Board of Directors, shall appoint a committee consisting of six (6) members. Committee members shall serve staggered terms of three (3) years or until their successors are appointed and qualified so that two (2) Committee members shall be appointed each year. The President of the Association shall serve as chair of this Committee. The Governance Committee shall be responsible for reviewing the bylaws; reviewing the Volunteer Leadership Handbook on at least a bi-annual basis; recruiting and identifying candidates for the Board of Directors; and reviewing the Committee structure annually.
8. 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:
(a) Audit Committee
(b) Human Resource Audit Committee
10. Duties of Committees. Committees shall have such duties as their title indicates, and as the Board of Directors may assign. All policy actions of committees shall be subject to approval by the Board of Directors.
11. Procedure for Grievance Committee. The process for filing a grievance is outlined in the NAA Code of Ethics.
Article XIV - Order of BusinessThe Chairman of the NAA Board of Directors shall preside at meetings of the Board of Directors. Robert's Rules of Order, Newly Revised edition shall serve as a procedural guideline for all meetings.
The name of this nonprofit corporation is NATIONAL AUCTIONEERS ASSOCIATION.
The corporation shall have perpetual existence and shall continue until it is dissolved by operation of law or by vote of the requisite number of members as provided in the Kansas Nonprofit Corporation Act.
The purposes for which the corporation is organized are to promote and advance the auction profession; to unite in common organization those professionally engaged as auctioneers; to promote the mutual interests of its members; to formulate and maintain ethical standards for the guidance of its members in their relations with each other and with the public; to promote and encourage the enactment of just and reasonable laws, ordinances and regulations affecting auction selling and the auctioneering profession; to make the public more aware of the advantages of auction selling; and generally to improve the business conditions affecting the auctioneering profession.
Notwithstanding any other provisions of these Articles, the corporation shall exercise only such powers, and shall undertake only such activities as may be exercised and carried on by organizations entitled to exemption under Section 501 (c) of the Internal Revenue Code and Regulations pertaining to such section, as they now exist or may hereafter be amended.
The corporation shall have and exercise all powers and rights conferred upon corporations organized and existing under the Kansas Non-Profit Corporation Act and any additional powers and rights conferred upon such corporations by subsequent legislative acts.
This corporation is organized on a non-stock basis. Membership in the organization shall be composed of auctioneers residing within or without the United States. Classes of membership, rights and limitations of rights of various classes of members, including the right to vote, qualifications of members, and the manner and conditions of election to, and termination of, membership, shall be established by the Bylaws of the corporation.
Article VI-Board of Directors
The affairs of the corporation shall be conducted by a Board of Directors consisting of the Immediate Past President, President, Vice President, Treasurer, and as of 2012 six (6) members of the Association who shall be elected as provided in the Bylaws. The Chairman of the NAA Education Institute shall be an additional ex-officio voting member of the Board of Directors. The President of the National Auctioneers Association Foundation, or an alternate Trustee member appointed by the President of NAF, shall also be an ex-officio voting member of the Board of Directors. The President shall also have the right to appoint one additional board member to serve on the Board of Directors as a voting member who may or may not be a member of the Association whose term shall last for one (1) year.
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.
The elective officers of the Association shall be the immediate past president, President, Vice President, and Treasurer, all of whom shall be elected as provided in the Bylaws. The corporation may also have a Secretary, who may be the Chief Executive Officer and who shall be appointed by the Board of Directors.
Article VIII-Limitation of Liability
The private property of incorporators, members, directors and officers of this corporation shall not be subject to the payment of corporate debts.
Initial Bylaws of the corporation shall be adopted by the Board of Directors, Bylaws of the corporation may be adopted, amended, or repealed by the Board of Directors at any regular or special meeting.
Article X-Prohibition of Private Benefit; Limitation of Activities; Dissolution
The corporation shall have no capital stock and shall declare no dividends. The corporation is not organized for profit, and no part of the net earnings of the corporation shall inure to the benefit of any member, director, officer or individual (except that reasonable compensation may be paid for services rendered to or for the corporation effecting one or more of its purposes). In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary no member shall be entitled to any distribution or division of its remaining property or proceeds, and the balance of all money and other property received by the corporation from any source, after the payment of all debts and obligations of the corporation, shall be used exclusively for purposes within those set forth in Article III of these Articles or distributed to an organization or organization then entitled to tax exemption under Section 501 (c) of the Internal Revenue Code and Regulations pertaining thereto, as the same may be amended at the time of such use or distribution.
Article XI-Registered Agent; Registered Office
The initial registered office of the corporation in Kansas shall be 8880 Ballentine, Overland Park, Johnson County, Kansas 66214, and the registered agent at such address shall be the named CEO.
Article XII-Operation for Tax Exempt Purposes
This corporation shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 50 1(c) (6) of the Internal Revenue Code as amended. No member or trustee of the corporation shall possess any right or title to or interest in the corporate property or earnings of the corporation in his or her individual or private capacity and no part of the net earnings or assets of the corporation shall inure to the benefit of or be distributable to any trustee, officer, or any private share-holder or individual (except that the corporation shall be authorized and empowered to pay any reasonable expenses incurred on behalf of this corporation). No substantial part of these activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of any candidate for public office. All references in these Articles of Incorporation to provisions or sections of the Internal Revenue Code shall he deemed to include references to any corresponding provisions of subsequent legislation.
Article XIII-Indemnification of Officers, Directors and Agents
- The corporation shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a trustee or officer of the corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she (i) was not grossly negligent or guilty of willful misconduct in the performance of his or her duty to the corporation; (ii) acted in good faith and in a manner he or she reason-ably believed to be in or not opposed to the best interests of the corporation; (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful; (iv) in the case of amounts paid in settlement, that such settlement was reasonable and in or not opposed to the best interests of the corporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or plea of non contend ere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. If, at any time, any provisions contained in the laws of the State of Kansas prohibit or limit indemnification in respect of any claim, action, suit, or proceeding, except upon a determination of the extent thereof in the manner provided in such provision, indemnification shall be made only in accordance with such provision, and the provisions of this section shall be superseded with respect to transactions governed by such provision.
- To the extent that a trustee or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sub-section (i) of this Article or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
- Any indemnification under subsection (I) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the trustee or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsection (1) of this Article. Such determination shall he made either (i) by the Board of Trustees by a majority vote of a quorum (as defined in the Bylaws of the corporation) consisting of trustees who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable, or, even if obtainable, and a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion. Notwithstanding he failure or refusal of the trustees or counsel to make provision heretofore, such indemnification shall be made if a court of competent jurisdiction makes a determination that the trustee or officer has a right to indemnification hereunder in any specific case upon the application of such person, or if a court of competent jurisdiction determines that such person has satisfied the standards for indemnification in subsection (1)
- Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Trustees in the specific case upon receipt of an undertaking by or on behalf of the trustee or officer, to repay such amount unless it shall be determined ultimately that he or she is entitled to be indemnified by the corporation.
- The corporation, with the approval of the Board of Trustees, may purchase and maintain insurance on behalf of any person who is or was a trustee or officer of the corporation against any liability asserted against him or her or the corporation and incurred by him or her or the corporation in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this article.
- Neither the corporation nor its trustees or officers nor any person acting on its behalf shall be liable to anyone for any determination or absence of conduct which would provide a basis for making or refusing to make any payment under this Article or for taking or omitting to take any other action under this Article, if such action or omission is made in reliance upon the advice of counsel.
- Each reference herein to trustees or officers shall he deemed to include references to former trustees, officers, and their respective heirs, executors and administrators. The indemnification hereby provided shall not he exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the corporation or others, with respect to claims, issues, or matters in relation to which the corporation would not have the power to indemnify such person under the provisions of this Article.
Article XIV-Distribution of Property upon Dissolution
Upon dissolution of the corporation, any property of the corporation remaining after providing for debts and obligations of the corporation shall be distributed to an organization exempt from income tax under Section 501(c) (6) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of subsequent legislation) as may he designated by the Board of Trustees of the corporation. Any assets of the corporation not so disposed of shall be disposed of by the District Court of the county where the principal office of this corporation is then located, exclusively for the purposes or to the organizations provided above, as determined by the court.
Article XV--Amendment of Articles
The Articles of Incorporation may be amended by vote of two-thirds (2/3) of the members voting at any annual or special meeting of the corporation, including those ballots sent in by absentee voters. Absentee ballots will be accepted in the manner prescribed by the NAA bylaws. Written notice setting forth the proposed amendment or a summary of the changes to be affected thereby shall be given to each member entitled to vote at the proposed meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting.