Auctioneers Association of North Carolina Bylaws and Code of Ethics

Section 1. Name. The name of the corporation is AUCTIONEERS ASSOCIATION OF NORTH CAROLINA, INC. (hereinafter referred as the “Association”).
Section 2. Principle Office. The principle office of the Association shall be the residence or office of the duly elected secretary of the Association.
Section 3. Registered Office. The registered office of the Association as required by law shall be the same as the principle office.
Section 4. Other Offices. The Association may have offices at such other places as the Board of Directors may from time to time direct, or as the affairs of the Association may require.
Section 5. Seal. The Board of Directors shall provide a suitable seal showing the name of this Association and “Charlotte, NC” around the perimeter with the word “Seal” and “1960” appearing in the center, and said seal when obtained shall be imprinted at the margin of the minute book containing the Code of By-Laws.

Section 1. Classification. There shall be four classes of members as follows:

1. Active Members. Any auctioneer who is of good moral character.
2. Associate Members. Individuals who are employees of Active members, but who are not auctioneers, shall be eligible for Associate Membership in this Association.
3. Affiliate Members. Individuals who are owners of auction businesses of any type, but who are not auctioneers, or while not engaged in the auction business, have interest requiring information regarding the auction industry and are in sympathy with the objective of the Association shall be eligible for Affiliate Membership in this Association.
4. Honorary Member. Honorary membership may be granted by the Board of Directors to Members or 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 or vote.

Section 2. Qualification. Subject to the requirements of this Article any auctioneer whether a North Carolina resident or a resident of any other state, who is honest, upright, worthy of confidence, and of good moral character, shall be eligible for membership in this Association, provided he is willing to swear or affirm that he is not affiliated with a Communistic organization in any way or manner whatsoever, and that he does not advocate the over throw of the United States Government. An applicant for membership shall be eligible for membership provided that he or she affirms, “I solemnly swear (or affirm) that I will conform to the Articles of Incorporation, By-Laws and Code of Ethics of the Association, as they may be amended from time to time.”

Section 3. Application. Each applicant for membership must submit a written application to the membership committee upon such form as said committee may require.
Section 4. Termination of Membership.

1. Non-Payment of Dues. Should any member fail to pay dues when due as specified by Association’s billing therefore, 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.
2. Resignation. Any member may resign from the Association by delivering a written resignation to the President or Secretary of the Association.
3. Suspension; Reprimand; Expulsion. The Board of Directors by majority vote of those present at a duly called meeting at which a quorum is present, may suspend, reprimand or expel any member found to have violated the Code-of-Ethics of the Association, the Articles of Incorporation or the By-Laws. 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.

Section 5. 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.
Section 6. Assignability. The membership of this Association shall be non-transferable and non-assignable.

Section 1. Place of Meetings. Meetings of the Membership of the Association shall be held at a place designated by the duly elected President of the Association. The annual and semi-annual meetings shall not be held in the same location.

Section 2. Annual Meeting. The annual meeting of the membership for the election of Directors and Officers shall be held on the third Saturday of January each year. The other semi-annual meeting of the membership shall be held on the third Saturday of June each year.

Section 3. Special Meetings. The special meetings of the membership may be called by the President, one-half of the members of the Board of Directors, or by no less than one-fourth of the members.

Section 4. Notice of Meetings – Waiver. 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 delivered not less than ten nor more than thirty days before the date of the meeting. By mail, by or at the direction of the President, the Secretary-Treasurer, or the officer or person calling such meeting. When mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the books of the Association, with postage thereon prepaid. Waiver by a member in writing of such notice of a membership meeting, signed by him whether before or after such meeting, shall be equivalent to the giving of such notice.

Section 5. 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 the members at which a quorum is present, may be adjourned by a 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.

Section 6. Voting. Active members shall be entitled to vote in all meetings of the members. Associate members, Affiliate members and Honorary members shall not be entitled to vote. Each Active member shall be entitled to cast one vote for each Director to be elected to the Board of Directors and one vote for each Officer to be elected. Each member must be present at the meeting to cast his vote. However, the Board of Directors may, by majority vote, allow a member for good excuse shown to vote by proxy. The proxy must be in writing and shall in no event be valid for a period of time in excess of thirty days after it was executed.

Section 1. Number and Qualification. The number of Directors of the Association shall be eleven. Each officer (President, President-Elect, Vice President, Secretary-Treasurer and Immediate Past President) shall automatically be a member of the Board of Directors during the term of his office or until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualifies. The remaining six directors shall be elected as such by members and each of these six shall, as provided in Section 3 below, hold office for a term of three years. No director who has completed two full three year consecutive terms of office shall be eligible for re-election. Any director who was elected by the Board of Directors or the membership to fill a vacancy or who has served for a term less than three years, shall be eligible for re-election to the Board of Directors for two consecutive three year terms immediately upon expiration of his interim term of office. Persons who are elected annually to different offices entitling them thereby to be on the Board of Directors, may remain on the Board of Directors for so many years as they are elected to said respective offices regardless of the fact that their continuous term may be in excess of six years. Members of the Board of Directors of the Association must be active members of the Association, except the Secretary-Treasurer who must be an active, associate or affiliate member of the Association or an active member of the Auxiliary of the Auctioneers Association of North Carolina, Inc. All members must be residents of North Carolina.

Section 2. Liaison between Association and NC Auctioneer’s Licensing Board. In the event an elected member of the Board of Directors is not currently serving as a member of the North Carolina Auctioneer’s Licensing Board, the duly elected President shall appoint a member of the N. C. Auctioneer’s Licensing Board to serve as a liaison between the Association and the N. C. Auctioneer’s Licensing Board for a term of one year. This appointee shall have full privileges accorded elected members of the Board of Directors.

Section 3. Term of Office. Each member elected by the membership as a director shall hold office for a period of three years. Two members shall be elected as a director each year. The term of office shall begin immediately upon election by the membership i.e. on the third Saturday of January. Each officer elected by the membership, i.e., President, President Elect, Vice President, Secretary-Treasurer and Immediate Past President shall serve on the Board of Directors during the term of office or until a successor is elected.

Section 4. Vacancies. A vacancy occurring in the Board of Directors may be filled by a majority vote of the remaining directors, though less than a quorum; but a vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or a special meeting of the membership called for that purpose. The membership may elect a director at any time to fill any vacancy not filled by the directors. A director appointed by the members of the Board of Directors to fill a vacancy shall hold office until the next annual meeting of the membership, at which time the membership shall elect a director to fill said vacancy. In the event a director is elected to the office of President, President-Elect, Vice-President or Secretary Treasurer, before the director’s term has expired, the membership at a regular or special meeting, shall elect another director to serve on the Board of Directors during the term of office of the director who was elected as an officer. Said officer shall, upon expiration of his term as an officer, serve out the remaining term of his office as a director. The length of time which he served as an officer shall be charged against the term of office he is entitled to as a director.

Section 5. Removal. The directors may be removed from office for any cause deemed by the membership to be in the best interest of the Association, by a majority vote of the membership at any regular or special meeting of the membership. If any directors are so removed, new directors may be elected at the same meeting to fill the unexpired term of the removed directors. Any director may be removed from office with or without cause by a five-ninths vote of the members of the Board of Directors at a special meeting or a regular meeting of the Board of Directors. No Director shall be subject to be removed from office at a membership meeting or a meeting of the Board of Directors unless he has first received five days written notice of the meeting which notice states that among the other matters to be considered is the subject of his removal from office. Any vacancy created by the removal of a director by the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors. The directors thus elected shall hold office until the next annual meeting of the membership, at which time the membership shall elect a director to fill the unexpired term of the vacancy.

Section 6. Compensation. The Board of Directors shall not receive compensation for their services as directors. However, any director may be compensated by the Association for services rendered to the Association beyond the scope of his office as a director of the Association. Any director may be compensated for actual expenses incurred by him in attending to corporate matters.

Section 1. Regular Annual and Semi-Annual Meetings. The regular annual meeting and the regular semi-annual meeting of the Board of Directors shall be at the same place that the regular annual and semi-annual meeting of the membership is held, and shall be held within 48 hours preceding said annual or semi-annual membership meeting.

Section 2. Other Regular Meetings. Other regular meetings of the Board of Directors may be held at such time and at such place as the Board of Directors resolution may adopt.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three directors. Such meetings shall be held at such time and place as the President may direct.

Section 4. Notice of Meetings. Regular annual and semi-annual meetings may be held without notice. The secretary shall notify, by mail, all members of the Board of Directors; not less than ten days nor more than thirty days prior to all special meetings. Such notice need not specify the purpose for which the meeting is called unless it relates to the removal of a member of the Board of Directors. Attendance by 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 is not lawfully called.

Section 5. Quorum. Five members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 6. Voting.

1. Ordinary matters: Except as otherwise provided in these By-Laws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
2. Amending the Charter or By-Laws: The vote of three-fourths of the members of the Board of Directors as fixed by these By-Laws shall be required to make a recommendation to the membership to adopt, amend, or repeal a By-Law or to amend the Charter.

Section 7. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless, Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 1. Number. The officers of the Association shall be elected by the membership and shall consist of a President, President-Elect, Vice-President, Secretary-Treasurer, Immediate Past-President, and such other officers as may be deemed necessary by the membership and the Board of Directors. The officers so elected by the membership shall serve both as officers of the Board of Directors and in like capacity in the management of the Association’s business.

Section 2. Election and Term The officers of the Association shall be elected by the membership at the membership annual meeting. The officers shall be elected for a one year term however, each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies. Only the Secretary-Treasurer may be elected to succeed himself in the same office; other officers may be elected to a different office. However, any officer may succeed himself in the same office provided he has not held that office for one year prior to his election.

Section 3. Removal. Any officer elected by the membership may be removed from office for any cause deemed by the membership to be in the best interest of the Association, by a majority vote at a regular or special meeting of the membership. In order to be removed from office the officer in question must have first received ten days’ written notice that the subject of his removal would be considered in said meetings.

Section 4. Compensation. The officers of the Association shall receive no compensation for their services as said officers. However, the officers may be compensated for services rendered beyond the scope of their office and/or for actual expenses incurred for services on behalf of the Association.

Section 5. President. The President shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall supervise and control the management of the Association in accordance with these By-Laws. He shall, when present, preside at all meetings of the membership and the Board of Directors.

Section 6. President-Elect. As indicated by his title he shall be elected as the immediate successor to the President. He shall perform the duties of the President in the President’s absence or disability, and such other duties as may be assigned to him by the President or the Board of Directors.

Section 7. Vice-President. The Vice-President shall perform the duties of the President or the President-Elect in the absence or disability of the President or President-Elect, and any other such duties that may be assigned to him by the President or the Board of Directors.

Section 8. Secretary-Treasurer. The Secretary-Treasurer shall keep accurate records of the acts and proceedings of all meetings of the membership and directors. He shall give all notices required by law and by these By-Laws. He shall have general charge of the corporate books and the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the membership books of the Association and shall keep, at the registered or principle office of the Association, a record of the membership showing the name and address of each member. He shall sign such instruments as may require his signature and, in general shall perform all duties incident of the office of Secretary-Treasurer and such other duties as may be assigned him from time to time by the President or Board of Directors.

The Secretary-Treasurer shall keep correct and complete records of accounts showing accurately at all times the financial condition of the Association. He shall be the legal custodian of all moneys, notes, securities and other valuables which may from time to time come into the possession of the Association. He shall immediately deposit all funds of the Association coming into his hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep such bank accounts in the name of the Association. He shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Association, and shall perform other such duties as this Code of By-Laws requires or the Board of Directors may prescribe. The Secretary-Treasurer may be required to furnish bond in such amount as shall be determined by the Board of Directors.

Section 9. Vacancies. Whenever any vacancies shall occur in any office by death, resignation, or increase in the number of offices of the Association or otherwise, the unexpired term shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified.

Section 1. Designation. There shall be six permanent committees of the Corporation, to wit: Membership, Finance, Legislation, Convention, Grievance, and Nominating. The Board of Directors may, however, designate such additional committees as it deems necessary to accomplish the purposes of this Association.

Section 2. Appointment – Term of Office. Each committee shall be composed of three or more members nominated by the President and appointed by the Board of Directors. Each committee member shall serve on the committee for a one-year term or until his successor has been duly appointed. Each committee member shall be eligible for re-appointment upon the expiration of his term of office.

Section 3. Membership Committee. The membership committee shall have full power to organize, keep its own records, and determine its own methods of passing on applications for membership received pursuant to Article II, Section 3 of the By-Laws.

Section 4. Finance Committee. The Finance Committee shall consist of the President, Treasurer and such other members as the Board of Directors elect. The Treasurer shall be the chairman of the Finance Committee. The Finance Committee shall prepare an annual budget for the operation of the Association in all departments, and shall supervise the accounting and financing of the Association. Except in case of an emergency, no expenditure shall be made unless the amount thereof has been provided within the scope of the budget or authorized by the Board of Directors upon the recommendation of the Finance Committee. The Finance Committee shall also have the responsibility to devise and plan the ways and means of securing such additional funds required by the Association for its activities.

Section 5. Legislation Committee. The Legislation Committee shall investigate, adopt and make proposals to the Board of Directors in connection with any legislation which the Committee deems to be in the best interest of the Association and with regard to pending legislation, shall make such recommendations to the Board of Directors as it deems appropriate. The Committee shall submit its opinion regarding the proposals or pending legislation. The Committee shall also submit its ideas on how to augment these proposals and actions regarding pending legislation.

Section 6. Convention Committee. The Convention Committee shall submit complete plans to the Board of Directors concerning the annual membership meetings, which plans, among other things, shall include the location, publicity, registration fee, entertainment, program schedule, etc. It shall also be the responsibility of this committee to attend to the details of carrying out the convention plans as finally adopted by the Board of Directors.

Section 7. Grievance Committee. The Grievance Committee shall submit to the Board of Directors at any regular or special meeting complaints which it has received and which it deems to be of sufficient merit to be considered by the Board of Directors. The Grievance Committee may permanently suspend members or for a limited period of time, for actions specified in Article II, Section 5 of these By-Laws or for any action deemed to be, in the opinion of the committee, against the best interest of the Association. No member shall be expelled unless he shall first have received written notice of the Grievance Committee’s meeting and given an opportunity to attend said meeting to answer the charges against him. Any member whose membership was suspended or terminated by the Grievance Committee may appeal to the full Board of Directors at a regular meeting or special meeting. A majority vote by the members of the Board of Directors who are present at such meeting will be necessary to reinstate the suspended member.

Section 8. Nominating Committee. Thee nominating committee shall consist of the three most immediate past Presidents, with the immediate past President serving as the chairman. They shall submit to the membership a nomination for the offices of President-Elect, Vice President and Secretary-Treasurer as well as two nominees to serve three year terms on the Board of Directors and any other nominations as may be necessary to fill unexpired terms.

Section 1. Annual Dues. Each member shall pay dues in the amount of $75.00 per year. Said dues shall be paid in advance on or before the first day of January of each year.

Section 2. Lifetime Membership. The Board of Directors may waive any and all future dues to this Association for any member who qualifies for Lifetime Membership under special criteria periodically established by the Board of Directors. Said lifetime membership shall permanently entitle the qualified member to all privileges and responsibilities of membership in the Association.

Section 3. Resignation, Suspension or Expulsion. No member shall be entitled to any refund of any dues upon his resignation, suspension or expulsion for the Association.

Section 4. Fiscal Year. The fiscal year of the Association shall be from January 1 through December 31 of each year.

Section 1. Remaining Assets. Upon the dissolution and liquidation of the Association the remaining assets of the Association shall be distributed to the National Auctioneers Association Foundation, Inc.