(Revised: March 2003)
The registered office of the corporation is:
689 Barlow, Clearfield, Utah 84015
The corporation may establish other offices as may be determined by the Board of Directors.
- Qualification; Election. Any auctioneer who is honest, upright, worth of confidence, of good moral character, and recommended by a member, or affiliates through a state organization, shall be eligible for membership in this Association, provided that he/she affirms, “I solemnly swear (or affirm) that I will faithfully conform to the Articles of Incorporation, By-Laws, and Code of Ethics of the Utah Auctioneers Association, as the same may be amended from time to time.” 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 Secretary.
Members specified in Section 1 (a) and (b) of this Article shall have paid and continue
timely to pay, dues determined by the Board of Directors from time to time. Members shall be in “good standing” as long as they are current on the payment of their dues and are not in violation of the Code of Ethics of this corporation.
Application for membership shall be made on written application in the form prescribed by the Board of Directors, and shall include a signed statement that the applicant will uphold the Code of Ethics of the corporation. Membership shall be from January 31 to January 30 of the following year.
- Classification; Dues; Initiation Fee; Privileges of Membership; Termination.
Section 1. Classes of Members. The corporation shall have two (2) classes of voting members and three (3) classes of non-voting members, designated as follows:
(a) Auctioneer Member. Auctioneer members shall be those presently licensed to conduct auctions in the State of Utah. Auctioneer members shall be entitled to voting rights as described in Section 4(a) of this Article.
(b) Auction Company Owner. Auction company owners shall be those auction companies presently licensed to conduct auctions in the State of Utah. Each auction company shall be entitled to voting rights as described in Section 4(a) of this Article.
(c) Associate Member. Associate members shall be staff, auction helpers, ring persons or other persons associated with the auction business who are not required to be licensed. Associate members Shall NOT have any Voting Rights.
(d) Trade Member. Trade members shall be those persons, firms or corporations engaged in any related business or business endeavor having a relationship of a general nature with the business conducted by auctioneer members. Trade members Shall NOT be entitled to vote on any matters, except as may otherwise be required by law.
(e) Honorary Member. 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 corporation or the auction profession. Honorary members shall not be required to pay dues. An honorary member Shall NOT be entitled to vote UNLESS he/she is a member in good standing.
Section 2. Dues. The Board of Directors may, at any meeting of the Board, fix, change, amend or adjust the dues applicable to the classes of members enumerated in these By-Laws, without amending the By-Laws.
Section 3. Privileges of Membership.
(a) Voting. Each auctioneer member who has paid dues and is otherwise in good standing shall have one vote upon each matter submitted to a vote at any meeting of the corporation, annual or special. Each auction company owner who has paid dues and is otherwise in good standing shall have one vote at any meeting of the corporation, annual or special, by a designated representative who shall not be one and the same as the voting auctioneer member, i.e. the vote of an auction company cannot be cast by a voting auctioneer member from his/her auction company. With respect to the election of directors, each voting member/auction company representative entitled to vote shall cast one (1) vote for as many different positions as there are vacancies to be filled. Voting shall be by secret ballot unless all members present at the meeting waive such requirements. Proxy voting may be allowed provided he/she is present at any part of the conference or meeting where an election is to take place. Absentee voting shall not otherwise be allowed. Associate, Trade and Honorary members shall not have any voting privileges.
(b) Other Privileges. Other membership privileges include participation in various activities, including the convention, seminar’s, and other programs and publications of the corporation as may be designated from time to time by the Board of Directors.
Section 4. Termination and Reinstatement of Membership.
- Termination of Membership.
(a) Non-Payment of Dues. Should any member fail to pay dues when due or within thirty (30) days of annual meeting of election of officers, 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 as a new member.
(b) Resignation. Any member may resign from the Association by delivering a written resignation to the President or Secretary of the Association.
(c) 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 considered guilty of unethical conduct, violation of the Code of Ethics of the Utah or National Auctioneers Association, or for such other reasons as the Board of Directors, in its sole discretion, deems that in the interests of the corporation the membership be terminated. No such action shall be taken against any member until the member shall have been given written notice of the charges against him/her and granted an opportunity for a hearing before the Board of Directors. The decision of the Board of Directors in such regard shall be final.
(d) Death. The membership of an individual shall terminate upon the death of the member, and the membership of an entity shall terminate upon the dissolution of the entity.
(e) Reinstatement. Reinstatement of any member after suspension, revocation or termination shall be by the affirmative vote of two-thirds (2/3rds) of the Directors then in office. Reinstatement may be upon such special terms and conditions as the Board of Directors may determine. Any member more than fourteen (14) months delinquent in the payment of dues may not be reinstated, but instead must reapply for membership as a new member.
(f) Rights of Members. The right of a member to vote or to participate in any activities of the Association shall cease on termination of his/her membership.
- Annual Meeting. The annual meeting will be conducted prior to the 20th of January of each year. The annual meeting of members shall be held at such time and place as shall be designated in the notice mailed to all voting members, or published as herein-after provided, for the election of elective officers and Directors and for the transaction of such other business as may come before the meeting. If the election of officers and Directors shall not be held on the day designated herein for any annual meeting of members, or at any adjournment thereof, or should such election not take place within twelve (12) months following the last annual election, the Board of Directors shall cause the election to be held at a special meeting of members as soon thereafter as conveniently may be.
- Board of Directors Meeting. The annual meeting of the Board of Directors shall be held immediately after the meeting of members at which election of Directors takes place, at the same place as that at which such meeting of members is held. No notice of such meeting need be given.
- Special Meeting of Board of Directors. A special meeting of the Board of Directors shall be held on the day preceding the annual meeting of the corporation, at the same place as that at which said annual meeting is to be held, at such time as is designated in notice of such meeting. Other special meetings of the Board of Directors may be called by, or at the request of, the President or any three (3) Directors. The person or persons authorized to call such special meeting may fix any place, within the State of Utah and the time, for such special meetings.
- Special Meetings Called By Membership. Special meetings of the members, may be held at any time and place 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 five (5) or more members.
- Quarterly Meetings. A quarterly meeting of the members, for the transaction of such business as may come before the meeting, may be held as prescribed by the Board of Directors.
- Place of Meeting. Any annual, quarterly, or special meeting may be held either within, or without, the State of Utah as set by the President or Board of Directors. The place and time of meeting shall be designated on the notice thereof.
- Notice of Meeting. Written or printed notice, stating the place, 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 By-Laws as an official publication of the corporation, not less than ten (10) nor more than fifty (50) days before the date of the meeting. Notice of any special meeting shall be given by mail posted at least ten (10) days prior to such meeting, personally delivered, telegraphed, faxed, or e-mailed. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice be given by fax, such notice shall be deemed to be delivered when the fax is sent. If notice is given by e-mail, such notice shall be deemed to be delivered when the e-mail is sent. 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 is not lawfully called or convened. Any business may be transacted at any Director’s meeting of which notice has been given, and at any meeting at which all Directors are present, whether or not notice or waiver thereof has been given.
- Quorum. Members of the Association present shall constitute a quorum at all meetings of the members, and the act of a majority of the members so present shall be the act of the full membership except as otherwise specifically provided by statute, the Articles of Incorporation, of these By-Laws. If less than a quorum is present at a meeting, 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. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meting as originally notified.
- Conduct of Meetings. The President and in his/her absence, the Vice-President and in his/her absence, any person chosen by the members present shall call the meeting of the members to order and shall act as chair of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of members, but, in the absence of the secretary, the presiding officer may appoint any other person to act as secretary of the meeting.
- General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.
- Number of Directors. The number of Directors shall be six (6), consisting of the President, the Vice-President, the immediate Past President, and three (3) Directors elected, or in the event of vacancy appointed, as hereinafter provided.
- Election and Term of Office. The President and Vice-President shall hold office as Directors so long as they hold their respective positions as elective officers of the corporation. The immediate Past President shall hold office as director so long as his successor President remains in office. Officers for the Utah Auctioneers Association will be voted in yearly.
(a) President will be voted in for one calendar year, and may not serve as President again for a period of 1 year. At the conclusion of his/her term as President, he/she will serve on the Board of Directors for one year.
(b) There shall two (2) one-year directors and two (2) two-year directors. You must be present at the meetings to have your name nominated and be elected to a position. The President will select a Secretary/Treasurer and must be approved by the Board of Directors to serve the duration of his/her term.
(c) If a director misses three (3) consecutive meetings, it is cause for grounds for vacating said position.
- Vacancies. Any vacancy occurring in the Board of Directors, other than removal of a Director, may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director so appointed to fill a vacancy shall be appointed for the unexpired term of his/her predecessor in office.
- Chairman. The President, or in his absence the Vice-President, or in the absence of both of them, the Chairman chosen by the Directors present, shall preside at all meetings of the Board of Directors.
- 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 time to time without further notice.
- Manner of Acting. 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. The President shall not be entitled to vote at meetings of the Board of Directors unless a vote of the other Directors results in a tie.
- 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/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person action as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
- Dispensing With Meetings. Whenever the vote of the Board of Directors at a meeting thereof is required to be taken in connection with any corporate action, the meeting of 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 with a meeting of Directors, and if a majority of the entire Board files with the Secretary, written votes in favor of the corporate action being taken.
- Executive Committee. The Board of Directors may create an Executive Committee from its own membership, which may exercise, to the extent permitted by law and not otherwise specifically provided in the Articles of Incorporation or these By-Laws, all or such part of the authority of the Board of Directors as may be provided by resolution of the Board of Directors.
- Other Committees. In addition to the Executive Committee there shall be the following Standing Committees, the size of each of which, unless otherwise provided in these By-Law or resolutions of the Board of Directors, shall be determined by the President, the membership, and Chairman of which shall be appointed by the President and the majority of the membership of each of which shall be members of the Board of Directors: Auditing, Resolutions, Disciplinary and Grievance, and such other committees as the President shall in his discretion appoint.
- Procedure at Meetings of Committees. All provisions of these By-Laws as to notice, order of business, rules of order and manner of acting relating to meetings of the Board of Directors, shall control like matters in meetings of Committees, unless otherwise specifically provided in the Articles of Incorporation or these By-Laws.
ORDER OF BUSINESS; RULES OF ORDER
- Order of Business, Meetings of Members. The order of business at all meetings of members shall be:
(a) Reading of minutes of the previous meeting.
(b) Consideration of financial statements and reports.
(c) Report of Auditing Committee.
(d) Report of Resolution Committee.
(e) Report of Grievance and Disciplinary Committee.
(f) Report of Nomination Committee, if that be an item of business.
(g) Election of Officers, if that be an item of business.
(h) Election of Directors, if that be an item of business.
- Order of Business, Meetings of Directors. The order of business at all meetings of Directors shall be:
(a) Reading of the minutes of the previous meeting.
(b) Report of officers.
(c) Consideration of financial statements and reports.
(d) Consideration of unfinished business.
(e) Consideration of new and miscellaneous business.
- Rules of Order. Except as otherwise provided in the Articles of Incorporation or these By-Laws, the latest edition of ROBERT’S RULES OF ORDER shall determine procedure in all meetings of the members and the Board of Directors.
- Number. The elective officers of the corporation shall be a President and Vice-President, who shall be elected by the members at the annual meeting of members. The corporation shall also have a Secretary and a Treasurer, each of who shall be appointed by, and serve at the pleasure of the Board of Directors. The same person may hold the offices of Secretary and Treasurer. Elective officers of the corporation MUST RESIDE in the state of Utah.
- Election and Term of Office. The elective officers of the corporation shall be elected annually by the members, immediately before election of Directors. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided. Elective officers of the corporation MUST RESIDE in the state of Utah.
- Subordinate Officers. The Board of Directors from time to time may appoint subordinate officers, including, but not limited to Assistant Secretaries and Assistant Treasurers, each of who shall hold office at the pleasure of the Board of Directors or for such term as the Board of Directors may designate. The Board of Directors may delegate to any officer the power to appoint any such subordinate officers and to prescribe their respective authorities, duties, and terms of office.
- Removal; Resignation. The Board of Directors, by majority vote of the entire number, exclusive of the officer being removed, at any meeting called for such specific purpose, may remove from office any elective officer of the corporation, and at any meeting may accept the resignation of any officer of the corporation. The Board of Directors may delegate to any officer the authority to remove or accept the resignation of any subordinate officer.
- Vacancies. Any vacancies occurring in the office of President, Vice-President, Secretary, or Treasurer by death, resignation, removal, or otherwise, may be filled for the unexpired portion of the term by the Board of Directors at a special meeting called for such purpose, but such vacancies need not be filled until the first annual meeting of the Board of Directors subsequent to the vacation of the office, if the Board of Directors does not deem it advisable to fill the vacancy prior to the meeting.
- Salaries. Elective officers of the corporation shall not receive compensation for their services. The Board of Directors may delegate to any officer the authority to fix compensation of subordinate officers or employees.
- President. The President shall be the chief executive officer of the corporation, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the corporation and control of its several officers. The President shall preside at all meetings of the members, Boards of Directors and the Executive Committee; shall appoint the members of the Executive Committee, other than the elective officers, the members of all standing committees, and the members of all other committees created by the By-Laws, or by resolution of the Board of Directors. He shall be an ex-officio member of all standing committees and other committees created by the By-Laws or by resolution of the Board of Directors.
- Vice-President. At the request of the President, or in his absence or disability, the Vice-President shall perform all of the duties of the President. When so acting, the Vice-President shall have all of the powers of, and be subject to all the restrictions upon the President. The Vice-President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned to him/her by these By-Laws, the Boards of Directors, or the President.
- Secretary. The Secretary shall keep an accurate record of accounts and proceedings of all members’ and Directors’ meetings; give all notices required by law, the Board of Directors, the President, the Articles of Incorporation, or the By-Laws; shall receive all applications for membership and shall issue membership cards to members whose applications are accepted; shall collect all dues and initiation fees, issue statements therefore and remit the same and all other funds of the corporation received by him/her, to the treasurer; shall compile the history of the corporation; shall answer all correspondence and other communications except that requiring the attention of the various other officers, which he/she shall direct to the appropriate officer for attention; shall keep an up-to-date roster of the members of various classes; shall issue warrants for expenditures which shall be countersigned by the President unless otherwise provided by the Board of Directors; shall maintain on file the correspondence of the corporation and assist in keeping the books of account. The Secretary shall have such other powers as are usually incident to the office or as from time to time may be assigned to him/her by these By-Laws, the Boards of Directors, or the President. The Board of Directors may delegate all or part of the authority and duties of the Secretary to Assistant Secretaries.
- Treasurer. The Treasurer shall have custody of the corporation’s funds; keep full and accurate accounts of all receipts and disbursements of the corporation, an inventory of assets and a record of the liabilities of the corporation; deposit all money and other securities in such depositories as may be designated by the Board of Directors; disburse the funds of the corporation pursuant to warrants for expenditures issued by the Secretary and countersigned by the President, or as otherwise provided by the Board of Directors, taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President, or the Board of Directors. The Treasurer shall have such other duties and responsibilities and may exercise such powers as are usually incident to the office or as from time to time may be assigned to him/her by these By-Laws, the Board of Directors, or the President. The Board of Directors may delegate all or part of the authority and duties of the Treasurer to Assistant Treasurers.
The corporation shall have a corporate seal which shall be in the form of a circle with the
name of the corporation, together with the words “UTAH AUCTIONEERS ASSOCIATION, Corporate Seal” inscribed thereon. Upon manufacture, said seal shall be impressed in the margin of these By-Laws.
The fiscal year of the corporation shall end on December 31st of each year hereafter.
WAIVER OF NOTICE
Whenever any notice is required to be given to any member or Director of the corporation under the provision of these By-Laws or under the provisions of the Articles of Incorporation or under the provision of the Utah Business Corporation Act, 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.
VOTING UPON STOCK OF OTHER CORPORATIONS
Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the corporation to vote at any and all meetings, either in person or by proxy, any stock or securities entitled to vote, which this corporation may hold, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock or securities which, as the owner thereof, this corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person any may revoke any such powers as granted by it or by this Article (XI) at its pleasure.
The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgement of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 504 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
CODE OF ETHICS
The Utah Auctioneers Association Board of Directors shall adopt the National Auctioneers Association Code of Ethics, and may amend from time to time, a Code of Ethics which shall be binding upon each member of the corporation.
The time and place of the annual meeting shall be determined by the Board of Directors.
AMENDMENT OF ARTICLES
The Articles of Incorporation may be amended by vote of two-thirds (2/3rds) of the members present at any annual meeting or at any special meeting, notice or waiver of notice of which designates the time, place, and purpose of the meeting and the nature of the proposed amendment, in such manner as provided in a resolution of a majority of the Board of Directors adopted prior to such annual or special meeting of members.
AMENDMENT OF BY-LAWS
The Board of Directors shall have power to make, alter, and repeal the By-Laws of the corporation by affirmative vote of two-thirds (2/3rds) of the members of the Board present at a meeting at which a quorum is present, provided, however, that the action is proposed at a regular or special meeting, and adopted as a subsequent regular or special meeting.
Notwithstanding any other provision of these By-Laws, 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.