OHIO AUCTIONEERS'ASSOCIATION CODE OF REGULATIONS
PREAMBLE
We, the auctioneers of the State of Ohio, in order to form ourselves into a mutual cooperative body for the promotion and elevation of the Auction Profession; establish uniform rules of action; to assist in securing proper legislation for the betterment of the Auction industry and thus enable ourselves to be of greater service to the public, do establish and bind ourselves unto this Code of Regulations.
ARTICLE 1: Name
Name.
The name of this corporation shall be the Ohio Auctioneers' Association ("Association").
ARTICLE 2: Purpose
Purpose.
It shall be the purpose of the Association to foster good fellowship; to cultivate a more harmonious and friendly spirit among auctioneers; to discuss matters of common interest; to sponsor seminars and educational meetings for the benefit of member auctioneers and their clients; to assist in securing proper laws pertaining to the auction profession; to cooperate with other State Organizations and the National Auctioneers Association, Inc. (N.A.A.) and in any other manner, for the promotion and proper development of the Auctioneering profession; all to the end of elevating the professional image.
ARTICLE 3: Directors
3.1 General Powers of Directors.
The powers of the Association shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the Board of Directors, except as otherwise provided by the law of Ohio, the Articles of Incorporation, or this Code. The Board shall have the power to assign and prescribe duties to the various officers of the Association. The fiscal year of the Association shall be fixed by resolution of the Board of Directors. The Board shall have the power to call membership meetings in addition to those meetings already provided for by this Code.
The Board of Directors shall order an audit report of the Association's books annually and make this report known to the Association's membership at one of the regular membership meetings.
The Board of Directors shall determine the amount of money to be expended for all membership meetings, whether business or social, and shall further control and manage the financial and business management of all activities of the Association. Provided, however, that such management shall be in harmony and with the will and pleasure of the Association's membership.
Numbers and Qualifications.
The Association shall have thirteen (13) Directors. The Board of Directors shall consist of nine (9) elected members, in addition to the President, President-elect, Vice-president and at the discretion of the Directors, Secretary and/or Treasurer.
Compensation and Expenses.
The Directors shall not be entitled to any compensation for their services as Directors. A Director may serve the Association as an officer or in any other capacity, and may receive compensation, if any is provided for that office. Directors may be reimbursed for their reasonable expenses incurred in the performance of their duties, including the expense of traveling to and from meetings, if such reimbursement is authorized by a majority of the Board of Directors.
Elections of Directors and Term of Office.
The Directors elected shall serve no more than two consecutive three-year terms, which terms shall be staggered so that three (3) new Directors shall be elected each year. The Directors shall be elected by the members at a regular meeting or at any special meeting called by the Board of Directors. The Nominating Committee, with approval of the Board of Directors, shall nominate and recommend a slate of six (6) candidates for election to the positions, consisting of two (2) such candidates for each of the vacant positions. The recommended slate of six (6) candidates shall be submitted to the membership at the annual meeting, and the membership may make additional nominations for each position from the floor. The nominee receiving the highest number of votes cast in each of the three elections shall be elected to the Board of Directors. The Directors shall be, at all times, Association members in good standing. The State of Ohio shall be divided into four (4) districts for the purpose of electing Directors. Each district shall be represented by two (2) Association members who reside in that district. The four (4) districts shall consist of the following counties:
1. "Northeast"--Ashland, Ashtabula, Carroll, Columbiana, Coshocton, Cuyahoga, Erie, Geauga, Harrison, Holmes, Huron, Jefferson, Knox, Lake, Lorain, Mahoning, Medina, Portage, Richland, Stark, Summit, Trumbull, Tuscarawas, and Wayne. 24
2. "Northwest"--Allen, Auglaize, Crawford, Defiance, Fulton, Hancock, Hardin, Henry, Lucas, Marion, Mercer, Morrow, Ottawa, Paulding, Putnam, Sandusky, Seneca, Van Wert, Williams, Wood, and Wyandot. 21
3. "Southwest"--Adams, Brown, Butler, Champaign, Clark, Clermont, Clinton, Darke, Fayette, Greene, Hamilton, Highland, Logan, Madison, Miami, Montgomery, Preble, Shelby, Union, and Warren. 20
4. "Southeast"--Athens, Belmont, Delaware, Fairfield, Franklin, Gallia, Guernsey, Hocking, Jackson, Lawrence, Licking, Meigs, Monroe, Morgan, Muskingum, Noble, Perry, Pickaway, Pike, Ross, Scioto, Vinton, and Washington. 23
Of the nine (9) elected Directors, there shall be one (1) at-large director who shall represent all members of the Association. Directors shall not succeed themselves more than one (1) time.
3.5 Resignations.
Any Director may resign by giving written notice to the President or the Secretary of the Association. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
3.6 Filling a Vacancy.
When a vacancy on the Board of Directors occurs through death, resignation, incompetency, removal, an increase in the number of Directorships, or otherwise, such vacancy or vacancies may be filled by a majority vote of the Directors remaining in office, but no such appointment shall become effective until the person so appointed shall have agreed in writing to be bound in all respects by this Code and an instrument bearing the acceptance of the person so appointed shall have been acknowledged by one or more of the existing Directors. The Directors may give consideration to geographical representation when filling any such vacancy.
3.7 Bylaws.
The Board of Directors may adopt a Code of Bylaws (Bylaws) to govern the transaction of its business; the manner of calling, and the places and manner of holding its meetings; and any other matters which it determines to include therein; but no provision thereof may conflict with any provision of this Code or with the Articles of Incorporation.
3.8 Quorum and Manner of Acting.
A majority of the number of Directors fixed or established pursuant to Section 3.2 as of the time of any meeting of the Board of Directors must be present in person at such meeting in order to constitute a quorum for the transaction of business. The act of a majority of the Directors present in person at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present in person may adjourn a meeting from time to time until a quorum is obtained. Notice of any adjourned meeting need not be given. The Directors shall act only as a Board. Individual Directors shall have no power as such.
ARTICLE 4: Officers
4.1 Number and Titles.
The officers of the Association shall be a President, President-elect, Vice-president, Secretary and /or a Treasurer.
4.2 Election, Term of Office and Qualifications.
Each officer shall be chosen annually by a majority vote of the membership at a regular meeting or any special meeting called by the Board of Directors. The Board of Directors shall nominate and recommend a slate of candidates for each office. The recommended slate of candidates shall be submitted to the membership at the election meeting, and the membership may make additional nominations from the floor. Elections shall be held for each office, and the nominee receiving the highest number of the votes cast shall be elected. Each officer shall hold office until a successor shall have been duly chosen and qualified, or until death, or until he shall resign, or shall have been removed in the manner hereinafter provided. Any officer or agent provided for in this section need not be a Director of the Association. The same person may occupy, simultaneously, any two or more offices, as the Board of Directors shall deem expedient, except President and President-Elect. All officers shall be, at all times, Association members in good standing.
4.3 Additional Officers.
The Board of Directors may appoint such other officers or agents as the Association may require, including additional Vice-presidents, Assistant Treasurers, or Assistant Secretaries, each of whom shall hold office for such period have and such authority and perform such duties as are provided in this Code or as the Board of Directors may delegate. The Board may delegate to any officer or committee the power to appoint and prescribe any such additional officers or agents. Any such officer or agent provided for in this section must be a member of the Association.
4.4 Consolidation of Offices.
If by majority vote the Board of Directors determines that the best interests of the Association so require, it may assign the duties of any officer or another officer. In the event of such assignment, the assignee officer shall have the duties, and must meet the requirements of office for both positions.
4.5 Removal.
Any officer may be removed, either with or without cause, by a vote of the majority of the Board of Directors, at any meeting of the Board.
4.6 Vacancies.
A vacancy in the office of any officer because of death, resignation, removal, or disqualification or for any other cause may be filled for the unexpired portion of the term by a majority vote of the Board of Directors.
The Board of Directors is not required to elect or appoint an officer for each office described in the Code, but may, at its discretion, leave offices unfilled.
4.7 President.
The President shall be the chief executive officer of the Association, and shall have general supervision over the business of the Association and over other officers, subject however, to the control of the Board of Directors. If authorized by the Board of Directors, he may sign and execute, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by this code to some other officer or agent of the Association. In general, the President shall perform all duties incident to the office of the chief executive officer of the Association, and such other duties as from time to time may be assigned to him by the Board of Directors, subject to modification by the Board of Directors, the President may prescribe and assign duties to officers and employees of the Association whose duties are not otherwise defined.
The President shall preside at all membership meetings and decide all questions of order. He shall call special membership meetings and appoint committees as he deems necessary. He shall appoint a secretary for each committee, which secretary shall prepare all minutes and keep all records of committee actions and provide the Association's Secretary with copies of the same. He shall make no motion or offer no amendment at any membership meeting, nor vote at any time, except he may vote during any election for any office, or in the event of a tie vote on any matter, he shall cast the deciding vote.
4.8 President-elect and Vice-president.
At the request of the President or in his absence or disability, the President-elect shall, and in the absence of both the President and the President-elect, the Vice-president shall, perform all the duties of, and be subject to all the restrictions upon the President. If authorized by the Board of Directors, the President-elect and the Vice-president may also sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by this Code to some other officer or agent of the Association; and shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the President.
4.9 Secretary.
The Secretary shall: (a) Prepare, certify and provide for the keeping of the original or a copy of this Code and deliver a copy of this Code to each new Director; a book of minutes of all meetings of all the Directors of the previous year and all items 1 through 13 on Exhibit A.; a record of the addresses of all members of the Association, their date of admission into membership, the class of membership that each holds, the date each member terminates his membership; and keep all other Association records.
EXHIBIT A:
- OAA Code of Regulations (Bylaws)
- Minutes of the last year's meetings
- Treasurer's report of the last year
4. Names and addresses of all officers and Directors
5. Copies of the most current legislation being worked on
6. Names, addresses and phone number of the Association's attorney and management firm
7. Copies of OAA stationery
8. Notice of the standard meeting dates, times and synopsis of duties expected of each director
9. Committee assignments and definitions of the committee's duties
10. Access to tape recordings of directors meetings
11. Information on annual events
12. President's "State of the Organization" policy
13. Any information that the Board or Secretary deems important
(b) See that all notices are given in accordance with the provisions of this code or as required by law, and carry on all of the correspondence of the Association.
(c) In general, perform all duties incident to the office of the Secretary and perform such other duties as from time to time may be assigned by the President or the Board of Directors.
(d) The Board of Directors may delegate to any agent the performance of such duties of the Secretary as the Board of Directors may deem appropriate. Any such duties so delegated by the Board of Directors to such agent shall be performed under the supervision of the Secretary, or if the position of Secretary is vacant, by any Director appointed by the Board of Directors and in a manner required by the Board of Directors.
4.10 Treasurer.
The Treasurer, and/or any agent to whom duties are delegated by the Board of Directors, only if required to do so by the Board of Directors, shall give a bond for the faithful discharge of his duties in such sum, and with such sureties, as the Board of Directors shall require. The Treasurer shall:
(a) Have charge of and custody of, and be responsible for all funds, securities and assets of the Association, and deposit all such funds in the name of the Association in such bank, trust company, or other depository as shall be selected by the Board of Directors.
(b) Keep and maintain adequate and correct accounts of the Association's properties and business transactions.
(c) Render a financial statement of the condition of the finances of the Association whenever required by the Board of Directors.
(d) Receive and make payment for monies due and/or payable to or by the Association from or to any source whatsoever.
(e) In general, perform all duties incident to the office of Treasurer and perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
(f) The Board of Directors may delegate to any agent the performance of such duties of the Treasurer as the Board of Directors may deem appropriate. Any such duties so delegated by the Board of Directors to such agent shall be performed under supervision of the Treasurer, or if the position of Treasurer is vacant, by a Director appointed by the Board of Directors and in a manner established by the Board of Directors.
4.11 Officers' Compensation.
The officers of the Association shall generally receive no compensation for their services, except that the Board of Directors may determine to authorize and pay such salary or compensation for officers as it deems appropriate. The Board of Directors may also authorize reimbursement to the officers for the expenses incurred while conducting business on behalf of the Association.
ARTICLE 5: Members
Eligibility.
Any licensed auctioneer is eligible for membership in the association.
5.IA Eligibility for Associate Membership.
Principals of auction companies licensed by the State of Ohio or support personnel are eligible for Associate membership in the Association.
5.1 B Life Membership.
A lifetime membership of the Association may be granted by majority vote of the Board of Directors.
5.1 C Affiliate Membership.
Any person or company providing products or services to auctioneers may become an affiliate of OAA. Affiliates shall pay annual dues as established by the Board of Directors and shall be entitled to all privileges of the association, excepting the right to vote or hold office.
5.1 D Retired Members.
To qualify for the category of retired membership, an applicant must meet all of the following requirements:
1) Be at least 70 years of age.
2) Conduct no more than 3 auctions per year, if still licensed.
3) If no longer licensed, relinquishment of license must have been voluntary on the part of the auctioneer.
4) Must have been a member of OAA for at least 10 years.
Retired members meeting the established criteria shall pay dues in an amount established by the Board of Directors and shall be entitled to vote at all membership meetings, but shall not be eligible to hold office.
5.2 Application.
Any person meeting the requirements of 5.1 may apply for membership if by past experience or otherwise said person has proven himself capable of pursuing the Auction Profession in a credible manner.
Any current member may present the name of a membership applicant to the officer required to perform the duties of the Secretary, if such applicant has signed an official application card. If the applicant pays his dues and other fees required of all other members, and if he otherwise meets the requirements of membership, then such applicant shall be deemed to be a member upon his payment of said dues and fees.