OHIO AUCTIONEERS ASSOCIATION
As licensed auctioneers in the State of Ohio and in order to form ourselves into a mutual cooperative body to:
a. promote and elevate the Auction Profession;
b. establish uniform rules of action;
c. assist in securing proper legislation for the betterment of the Auction industry; and
d. enable ourselves to be of greater service to the public, establish and bind ourselves unto these Bylaws.
ARTICLE 1: Name
This corporation is the Ohio Auctioneers Association (OAA).
ARTICLE 2: Purpose
a. fosters good fellowship;
b. cultivates harmony and friendship among auctioneers;
c. discusses matters of common interest;
d. sponsors seminars and educational meetings for the benefit of auctioneers and their clients;
e. assists in securing proper laws pertaining to the auction profession;
f. cooperates with other State Organizations and the National Auctioneers Association, Inc. (NAA); and
g. takes action for promotion and proper development of the Auctioneering profession; all to the end of elevating the professional image.
ARTICLE 3: Board of Directors (BoD)
3.1 General Powers
a. The BoD exercises the powers of the OAA, its business, affairs, and its property, except as otherwise provided by the law of Ohio, the Articles of Incorporation, or these Bylaws.
b. The BoD assigns and prescribes duties to the various officers.
c. By resolution, the BoD establishes the fiscal year.
d. The BoD calls membership meetings in addition to those meetings already provided for by these Bylaws.
e. The BoD votes annually on whether a review of the OAA books will be performed, who performs that review, and what years will be reviewed.
f. The BoD determines the amount of money to be expended for all membership meetings (business or
social) and controls and manages the financial resources and business activities. Such management
must be in harmony and with the will and pleasure of the membership.
g. The Long-Range Planning Committee (LRPC) is under the Executive Committee and consists of the President, Vice President, Treasurer, and Immediate Past President. The LRPC annually updates the BoD. The LRPC maintains an updated five (5) year Long Range Plan.
3.2 Numbers and Qualifications.
a. The BoD has ten (10) Directors.
b. The BoD will have six (6) elected members in addition to the Executive Committee which includes the President, Vice-President, Treasurer, and Immediate Past President.
c. The Immediate Past President serves the BoD for one (1) year following their presidency as an ex-officio member.
d. The LRPC has four (4) members consisting of: President, Vice President, Treasurer, and Immediate Past President.
3.3 Compensation and Expenses.
a. Directors and Officers do not receive compensation for services to the OAA.
b. A Director may serve as an officer or in any other capacity, and may receive compensation, (if any is provided for that office).
c. 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 BoD.
3.4 Election of Directors and Term of Office.
a. The Nominating Committee, with approval of the BoD, nominates a slate of candidates for the positions with expiring terms.
b. Terms will be staggered so that two (2) new Directors will be elected each year.
c. Any member eligible as defined in the Membership section and is in good standing desiring to serve as a Director shall make their intention known to the BoD no later than ninety (90) days prior to the Annual Election.
d. The Directors elected shall serve no more than two consecutive three-year terms, which terms shall
be staggered so that two (2) new Directors shall be elected each year. The number of Directors to be elected in any given year shall be determined by the number of Director’s expiring in that year. The Directors shall be elected by the members at a regular meeting or at any special meeting called by the BoD.
e. The nominee receiving the highest number of votes cast in the election shall be elected.
f. The Directors must be, at all times, an OAA member in good standing.
g. There are to be no floor nominations for the Directors.
3.5 Attendance, Resignation, Termination and Vacancy
a. Officers and Directors must attend A MINIMUM 50% of the board meetings.
b. Any Officer or Director may resign by giving written notice to the President or the Executive Director. Such resignation takes effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation is not necessary to make it effective.
c. If the Officer or Director fails to attend 50% of the Board Meetings without substantial reason, as deemed appropriate by the BoD, the Director will be deemed to have resigned/terminated their position on the BoD and their position declared vacant.
d. When a vacancy occurs through death, resignation, incompetency, removal, an increase in the number
of Directorships, or otherwise, such vacancy or vacancies may be filled by a vote of the remaining BoD in office.
1. No such appointment becomes effective until the person so appointed agrees in writing to be bound these Bylaws; and
2. One or more of the existing BoD acknowledges an instrument bearing the acceptance of the appointee
3. The BoD may consider geographical representation when filling any such vacancy.
3.6 Standard Operating Procedures (SOP)
The BoD maintains a SOP to:
a. Govern the transaction of its business;
b. Declare the manner of calling and conducting meetings; and
c. Describe any other matters it determines to include therein.
No SOP provision may conflict with any provision of these Bylaws or the Articles of Incorporation.
3.7 Quorum and Manner of Acting.
a. A quorum is six (6) of the ten (10) Directors.
b. In the absence of a quorum, a majority of those present may adjourn a meeting from time to time until a quorum is obtained.
c. Notice of any adjourned meeting need not be given.
d. The Directors shall act only as a Board.
ARTICLE 4: Required Officers, Executive Director
4.1 Number and Titles.
a. The Officers of the OAA will be the President, Vice President, and the Treasurer.
b. The Executive Committee of the OAA includes the President, Vice President, Treasurer, and Immediate Past President.
c. Only Members as defined in Article 5 may be elected and serve as a Required Officer.
4.2 Election, Term of Office, and Qualifications.
a. The BoD nominates a slate of candidates for the position of Vice President and Treasurer.
1. The recommended slate of candidates is submitted to the membership at the Annual Meeting for
the purpose of voting to elect the Vice President and Treasurer. No floor nominations will be accepted for the officer’s positions.
2. Elections are held for each office, and the nominee receiving the highest number of eligible votes cast is elected.
3. Each Officer holds office until a successor is duly chosen and qualified, or until death, resignation, or removed in the manner hereinafter provided.
4. Any Officer or Agent provided for in this section need not be a Director of the OAA.
b. The Vice-President is chosen annually by a majority vote of the membership at a regular meeting or any special meeting called by the BoD.
c. At the time the newly elected Vice President takes office, the current Vice President shall become the new President via Affirmation.
d. The Treasurer is chosen every two (2) years by a majority vote of the membership at a regular meeting
or any special meeting called by the BoD.
4.3 Additional Officers.
The BoD may appoint such other officers or agents as the OAA may require, including additional Vice-Presidents, Assistant Treasurers, or Assistant Secretaries, each of whom shall hold office for such period and have such authority and perform such duties as are provided in this Code or as the BoD 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 OAA.
4.4 Consolidation of Offices.
If by majority vote the BoD determines that the best interests of the OAA 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.
4.3 Attendance, Resignation, Termination, Vacancy (Refer to Section 3.5)
Any Officer may be removed, with cause, by a vote of the majority by quorum of the BoD, at any meeting of the Board.
The President is the Chief Executive Officer (CEO)of the OAA. In general, the President:
a. Performs all duties incident to the office of the CEO of the OAA;
b. Assigns duties to Officers, Directors, Employees, Agents or Contractors of the OAA whose duties are not otherwise defined;
c. Presides at all Membership Meetings;
d. Decides all questions of order;
e. Calls Special Membership Meetings;
f. Appoints committees as necessary;
g. Appoints a Chair for each Committee, who conducts their committee meetings and reports to the BoD.
h. Make no motion or offer neither amendment at any membership meeting, nor vote at any time, except to vote during any election for any office, or in the event of a tie vote on any matter, they shall cast the deciding vote.
At the request of the President or in their absence or disability, the Vice President performs all the duties of the President.
The Treasurer is responsible for the oversight and direct inspection of the OAA financials and transactions. The Treasurer:
a. Chairs the annual budget process,
b. Reports the financial status of the OAA at all meetings,
c. Reviews financials on a monthly basis,
d. Recommends actions including but not limited to corrections, clarifications, and adjustments to the OAA financial processes and policies.
4.7 Executive Director
The Executive Director shall:
a. Prepare, certify and provide for the keeping of the original or a copy of these Bylaws and deliver a copy of these Bylaws to each new Director; a book of minutes of all meetings of all the Directors of the previous year.
b. Maintain a record of the addresses of all members of the OAA, their date of admission into the OAA, the type of membership that each holds, the date each member terminates his membership; and keep any other records required for the OAA.
c. Perform all other duties outlined in the agreement between the OAA Executive Committee and the Management Company of which the Executive Director is employed.
d. See that all notices are given in accordance with the provisions of this code or as required by law, and carry out the correspondence of the OAA.
e. In general, perform all duties incident to the position and perform such other duties as from time to time may be assigned by the President or the BoD.
f. The BoD may delegate to any agent the performance of such duties of the Executive Director as outlined in the Emergency Succession Plan that all members of the Executive committee shall have a copy of.
ARTICLE 5: Membership
No individual shall be denied membership regardless to race, color, religion, gender, gender identity or expression,
sexual orientation, national origin, genetics, disability, age, or veteran status.
5.1 Type and Eligibilities
1. Auctioneer: Any Ohio licensed auctioneer pursuant to ORC 4707
a. Pays annual dues as established by the BoD;
b. Entitled to all privileges of the OAA;
c. Is a voting Member;
d. Eligible to be elected to the BoD.
2. Apprentice: Any Ohio licensed Apprentice Auctioneer pursuant to ORC 4707
a. Pays annual dues as established by the BoD;
b. Is a voting Member;
c. Is not eligible to be elected to the BoD or hold any other office.
a. Be at least 70 years of age; and
b. Must have been a Member of OAA for at least 10 years; and
c. Conduct no more than three (3) auctions per year, if still licensed; and
d. If no longer licensed, relinquishment of license must have been voluntary on the part of the Auctioneer; and
e. Is a voting Member.
4. Life Member:
a. May be purchased at the rate established by the BoD
b. Continues to pay annual dues as established by the BoD until which time the Life Membership fee is fully paid.
c. Entitled to all privileges of the OAA;
d. Eligible to be elected to the BoD.
e. Is a voting Member.
a. Any person who supports an auctioneer (who is an active member of the OAA);
b. Pays annual dues as established by the BoD;
c. Is not a voting Member;
d. Is not eligible to be elected to the BoD or hold any other office.
6. Auction Professional
a. Any person or company providing products or services to auctioneers of the OAA;
b. Shall pay annual dues as established by the BoD;
c. Entitled to all privileges of the OAA;
d. Is not a voting Member; and
e. Is not eligible to be elected to the BoD or hold any other office
5.2 Membership Meetings
1. Meetings will be held at a location within the State of Ohio. The OAA:
a. Holds an annual meeting.
b. May hold additional meetings throughout the year.
2. The BoD determines the date, time and location of all meetings.
5.3 Member Voting
1. Upon presenting identification or proof of membership, as reasonably required by the Association, each non-suspended member may cast one (1) vote on any matter for which the member is entitled to vote by printed ballot, absentee ballot or electronic ballot voting.
2. Auxiliary and Auction Professionals will not be eligible to vote.
3. Absentee Voting. If a member in good standing will not be able to attend the annual membership meeting, they may obtain an OAA’s official absentee ballot.
a. Absentee ballots must be postmarked fifteen (15) days prior to the Annual Member Meeting. Return envelopes must contain a member’s name and their Ohio Apprentice or Auctioneer license number on the outside front of the envelope in order to be valid.
b. All ballots must be complete. Upon opening the ballots, the ballot will be void if not filled out completely.
c. Absentee ballot will not be opened until the Annual Membership Meeting at the Annual Conference.
d. Members who have voted by absentee ballot and determine they wish to vote in person must notify the Election Committee the morning of the election prior to the closing of the ballot distribution. The Election committee will identify the appropriate ballot by the member’s name and license number and then must destroy the absentee ballot prior to giving the member a new ballot.
e. A voting member may not appoint another voting member to vote, or otherwise act, on any matter for the voting member. The Association shall not accept votes on any matter taken by a Member Proxy on any Member’s behalf as the Member’s vote.
Twenty-five (25) members constitute a quorum for any membership meeting.
5.5 Adherence to Bylaws
All members agree to abide by the Bylaws and Code of Ethics.
The BoD recommends the cost of the annual dues to be approved by the membership. The dues will become due and payable on the first day of January of each year.
Any member may be expelled from the OAA by a two-thirds vote of the members at any regular meeting. Any member will automatically be dropped from the membership for nonpayment of dues after a period of six months.
ARTICLE 6: Notices
6.1 Notice and Waiver of Notice.
Whenever any notice is required to be given to any Director or member by statute or by these Bylaws, whether for a meeting or for some other purpose, it may be given personally or sent to each Director by telephone, mail, fax, e-mail or other form of written or verbal communication, directed to or addressed to the Director or member at the address of the Director or member as it is shown on the OAA records. In case such notice is mailed via the USPS or by electronic submission, it shall be deemed given at the time when the same shall be deposited in the United States mail. Such mailing or electronic submission as herein provided shall be due legal and personal notice to such Director or member. Whenever any notice is required to be given to any Director or member by these Bylaws, whether of a meeting or for some other purpose, the Director or member may waive such notice in any manner; and,
a waiver or waivers in writing signed by or on behalf of the Director or member entitled to said notices, whether given before or after the meeting for which such notice is required to be given, shall be deemed equivalent to such notice and all such waivers shall be filed with the OAA.
ARTICLE 7: Contracts, Checks, Drafts, Bank Accounts, Etc.
7.1 Execution of Instruments.
The BoD, except as provided otherwise in these Bylaws, may authorize any officer, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the OAA, and such authority may be general or confined to a specific instance; and unless these Bylaws provide to the contrary or unless so authorized, no officer, agent or employee shall have any power or authority to bind the OAA by any contract or engagement or to pledge its credit and to render it liable for any purpose or in any amount.
No loans shall be contracted on behalf of the OAA and no negotiable papers shall be issued in its name, unless and except as authorized by the BoD. When so authorized in writing by the BoD, any officer or agent of the OAA may affect loans and advances at any time for the OAA from any bank, trust company or other institution, or from any firm, corporation, or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences aforesaid, as security for the payment of any and all loans, advances, indebtedness and liabilities of the OAA, and pledge, hypothecate or be in or not opposed to the best interest of the OAA, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of no contenders 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 reasonably believed to be in or not opposed to the best interest of the OAA, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
ARTICLE 8: Indemnification
8.1 Discretion to Indemnify – Action on Right of the OAA.
The BoD, for the OAA, may indemnify or agree to indemnify, but shall not be required to do so, any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the OAA to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the OAA, or is or was serving the OAA as a director, officer, employee, or agent of another corporation (including a subsidiary of this OAA), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against expense, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the OAA, except that no indemnification shall be made in respect of any claim, issue, or matter at to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the OAA unless, and only to the extent that the court of
common pleas, or the court in which such action or suit was brought shall determine upon application that, despite the adjudication or liability, but in view of all the circumstances of the case, such person may fairly and reasonably be entitled to indemnity for such expenses, as the court of common pleas or such other court shall deem proper, and if the OAA determines to indemnify.
8.2 Mandatory Indemnification
To the extent that a director, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.1 of this Article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expense, including attorneys’ fees, actually and reasonably incurred by him in connection therewith.
8.3 Standards for Indemnification.
Any indemnification under sections 8.1 and 8.2 of this Article shall be made by the OAA only as authorized in the specific case upon a determination by the BoD that it chooses to indemnify and upon a further determination that indemnification of the director, director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in section 8.1 and 8.2 of this Article. Such determination that the standards of conduct have been met shall be made (a) by a majority vote of a quorum of the BoD of the OAA, who were not and are not parties to or threatened with any such action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested Directors so directs, by a written opinion by independent legal counsel, other than an attorney or a firm having associated with it an attorney who has been retained by or who has performed services for the OAA or any person to be indemnified within the past five years, or (c) by a majority vote of the members of the OAA, or (d) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested Director under section 8.4 (a) or by independent legal counsel under section 8.4 (b) of this Article shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the OAA under section 8.2 of this Article, and within ten
days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.
8.4 Payment of Indemnification.
Expenses, including attorneys’ fees, in defending any action, suit, or proceeding referred to in section 8.1 and 8.2 of this Article, may be paid, at the discretion of the BoD, by the OAA in advance of the final disposition of such action, suit, or proceeding, as authorized by the Directors in the specific case, upon receipt of a written undertaking by or on behalf of the director, director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the OAA as authorized in the Article. If a majority vote of a quorum of disinterested Directors so directs by resolution, said written undertaking need not be submitted to the OAA. Such a determination that a written undertaking need not be submitted to the OAA shall in no way affect the entitlement of indemnification as authorized by this Article.
The indemnification provided by this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles or these Bylaws or any agreement, vote of members or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
The OAA purchases and maintains general liability and Directors and Officers (D&O) insurance.
8.7 Foregoing provisions
The foregoing provisions of this Article 8 do not apply to any proceeding against any director, investment manager or other fiduciary of an employee or member benefit plan in such person’s capacity as such, even though such person may also be an agent of the OAA. The OAA may indemnify such named fiduciaries of its employee member benefit plans against all costs and expenses, judgments, fines, settlements, or other amounts actually and reasonably incurred by or imposed upon said named fiduciary in connection with or arising out of any claim, demand, action, suit or proceeding in which the named fiduciary may be made a party by reason of being or having been a named fiduciary, to the same extent it indemnities an officer or other agent of the OAA. To the extent that the OAA does not have the direct legal power to indemnify, the OAA may contract with the named fiduciaries of its employee, or member benefit plans to indemnify them to the same extent as noted above. The OAA may purchase and maintain insurance on behalf of such named fiduciary covering any liability to the same extent that it contracts to indemnify.
ARTICLE 9 – Miscellaneous
9.1 Bylaw Amendments
Unless otherwise provided in these Bylaws, these Bylaws may be adopted, amended, or repealed by the affirmative vote of not less than two-thirds (2/3) of current Directors at any regular or special meeting of the BoD, of which meeting notice is given with said notice indicating notice of any said adoption, amendment, or repeal.
9.2 Rules of Order
All Active Member Meetings, BoD Meetings, Active Member Committee meeting, and BoD Committee meetings shall be governed by the latest edition of Robert’s Rules of Order to the extent consistent with the law, the Articles, and these Bylaws, unless the BoD determines otherwise.
9.3 Fiscal Year.
The BoD shall determine, and may modify, the OAA’s fiscal year.
Unless otherwise provided in these Bylaws, notice may be oral or written; and communicated in person, by telephone, telegraph, teletype, facsimile, electronic communication, or by mail or private carrier. If the above-listed forms of communicating notice are impractical, then by newspaper of general circulation in the area where published, radio, television, or other form of public broadcast communication. If addressed, or delivered, to an address shown in the Membership List, then a written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to Members constitutes a written notice or report to all Members residing at the address or having the same address shown in the Membership List. Written notice is correctly addressed to a Member if addressed to the Member’s address shown in the Membership List. If communicated in a comprehensible manner, then unless otherwise provided in these Bylaws, oral notice is effective when communicated and written notice is effective upon the earliest of:
A. When received with the postmark evidencing deposit in the United States Mail, if correctly
(i) mailed with first class postage affixed, then five (5) days after deposit in the United States
(ii) mailed with other than first class, registered, or certified postage affixed, then thirty (30)
days after deposit in the United States Mail; or
B. If sent by registered or certified mail, return receipt requested, and if the return receipt is signed
by, or on behalf of, the addressee, then on the date indicated on the return receipt.