New York State Auctioneers
I N C O R P O R A T E D
CONSTITUTION AND BY-LAWS OF THE NEW YORK STATE AUCTIONEERS ASSOCIATION, INC. (INCORPORATED 1955)
We, the auctioneers of the state of New York, in order to form ourselves into a mutual co-operative body for the mutual advancement of the auction profession and to promote goodwill and cooperation among members; and to protect the public from unscrupulous practices; to foster trade, to assist in securing proper legislation for the protection of the auction business and the public alike; and to take an interest in all matter pertaining to the auction profession; do hereby adopt and establish the following constitution to govern the New York State Auctioneers Association, Inc.
ARTICLE I: NAME/OFFICES
NAME: The name of this organization shall be the New York State Auctioneers Association, Inc.
OFFICES: The non-profit Association may establish offices in various locations as deemed necessary by the Secretary and the Board of Directors.
ARTICLE II: AIMES AND PURPOSES
AIMES AND PURPOSES: The aims and purposes of this association shall be to establish standards of ethical conduct for its membership. To maintain such standards through regulation of the conduct of its membership. To promote the public welfare through educational programs. To inform the public of the importance of the auction profession in disposing of merchandise using the auction marketing to cooperate with all government or private agencies that are similarly concerned.
ARTICLE III: MEMBERSHIP
MEMBERSHIP: Any resident of the state of New York or non-resident that conducts business in the auction profession, who is worthy of confidence or provides auction related services, shall be eligible for membership in this association, providing that he/she has not been convicted of a felony crime.
- Classes of Membership. There will be three (3) classes of membership in the NEW YORK STATE AUCTIONEERS ASSOCIATION, INC., to-wit: (a) ACTIVE MEMBER, (b) ASSOCIATE MEMBER, (c) HONORARY MEMBERS. HONORARY MEMBERS shall be elected by the Board of Directors.
- ACTIVE MEMBER: Auctioneers, of good moral character who the seller engages to direct, conduct or be responsible for a sale by auction shall be eligible for active membership in the association.
- ASSOCIATE MEMBER: Non-auctioneers, individuals, companies, employees of NYSAA members that provide/perform auction related services or products or who have an interest in the auction industry and who are in agreement with objectives of this association.
- HONORARY MEMBER: Honorary membership may be granted by the board of directors to those individuals deemed worthy in recognition of outstanding or meritorious service to the auction profession for or in behalf of this association, or upon attaining the age of seventy-five (75). The applicant for honorary membership shall be of good moral character. Honorary members shall not have to pay dues.
- Voting Rights: All active members and honorary members in good standing are eligible to vote in the annual meeting and in any special meeting. Elections will be held at the annual membership meeting. Each Active Member and Honorary Member shall be entitled to one vote, and proxies by individual Active Members and Honorary Members shall not be permitted. Associate Members shall not be entitled to vote.
- Dues & discipline: Dues, initiation fees and assessment for each class of membership may be set by the Board of Directors on an annual basis. The Association shall run on a calendar year. The annual dues become payable on January 1st. A member who has failed to pay their dues by January 31st shall be considered in arrears, and shall be so notified by the Association. If payment is not made within thirty (30) days of notification, said member shall be terminated.
- Discipline: Conduct in violation of the By-Laws, Constitution and Code of Ethics of this Association shall be cause for expulsion, suspense, censure, or other disciplinary action. All complaints against any member shall be referred immediately to the ethics committee for investigation following the Procedures for Grievance against the Code of Ethics.
- Annual Meeting: The annual meeting of the New York State Auctioneers Association shall be held during, and at the same place as the annual convention of the Association, at such time and place as shall be designated by the Board of Directors in a notice mailed or emailed to all voting members or published in the official newsletter.
- Special Meetings: Special meetings may be designated by the President or Board of Directors upon receipt of the following: (i) a written or oral request from the Board or President; (ii) a written request signed by at least one-third (1/3) of the Directors currently in office; or (iii) petitions signed and dated by at least ten percent (10%) of the Association’s total Active Members requesting, and describing the purpose of the special meeting.
- Place of Meeting: Any annual or special meeting may be held within the State of New York. The place of meeting shall be designated in notice thereof.
- Notice of Meeting: Written or printed notice, stating the place, day and hour of the meeting or special meeting, the purpose or purposes for which the meeting is called, shall be mailed or emailed to each Member of the Association, or published in a newsletter not less than 15 days from the beginning of the meeting. Such notice shall be deemed to be delivered on the day the electronic communication is distributed or when the printed notice is deposited in the United States mail by the corporation or its agent(s) with postage thereon prepaid.
- Quorum: Twenty (20) members constitute a quorum at the annual or special meeting of the NYSAA and six (6) members of the Board of Directors shall constitute a quorum at any regular or special meeting of the Board of Directors.
- Termination of Membership
- Non-payment of dues: Should a member fail to pay dues when due as specified by the Association’s billing, the membership of such member shall automatically terminate.
- Resignation: Any member may resign from the Association by delivering a written resignation to the President or Executive Director of the Association. Resignation after dues have become payable shall not relieve the resigned from liability for the dues of that calendar year. Any former member may apply for reinstatement by the usual membership requirements.
- Membership Removal: Any member failing to conform to the provisions of these bylaws or to the NYSAA Code of Ethics presented in the Preamble to these bylaws and against whom such charges are sustained after due and proper hearing before the Board of Directors, may have his/her membership suspended or revoked by action of the Board of Directors. In such a case, a vote of two-thirds (2/3) of a quorum of the Board of Directors shall be necessary to sustain the charges.
- 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.
- Amendments and/or Revisions of Bylaws: The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of the Corporation by affirmative vote of two-thirds (2/3rds) of the Board of Directors present at a meeting at which a quorum is present. Notice of the proposed action must be given to the membership by publication in the newsletter, or distributed by print or email at least thirty (30) days prior to the meeting.
Article III: DIRECTORS
- General Powers: The business and affairs of the Association shall be managed by its Board of Directors.
- Number: The Board of Directors shall consist of a minimum of ten (10) people, including the President, Vice President, Treasurer, the Immediate Past President (Chair) and six (6) elected Directors. The President shall also have the right to appoint one additional Board member who may or may not be a member of the Association whose term shall last for one (1) year.
- Election and Qualifications: In order to run for Director, an individual must be an Active Member for two (2) years unless otherwise approved by the Board of Directors.
- Term of Office: The President, Vice President and Immediate Past President (Chair) and Treasurer shall hold offices as Directors so long as they hold their respective Officer positions. The term of all other Directors shall be three (3) years and shall be staggered so that two (2) Directors are elected annually.
- Responsibilities: Shall attend all scheduled Board of Director meetings and be required to participate and serve on committees.
- There will be a minimum of three (3) Board meetings per year.
- Absence from one-third (1/3) of the Board of Directors meetings during the stated term by an elected Officer or Director may be construed as a resignation from the office or directorship by a vote of two-thirds (2/3) of the directors. Vacancies due to death, resignation or forced removal shall be filled by a presidential appointment with approval from the Board of Directors of the association, and said position shall be held until the next regular meeting of the association, at which time the position shall be voted upon in the manner provided herein.
- Indemnification: Every Director, Officer or employee of the Association shall be indemnified by the Association against all expenses and liabilities including counsel fees incurred or imposed in connection with any proceeding to which they may be made a party or by which they may become involved by reason of having been a Director, Officer or employee of the Association, or any settlement thereof, whether the person is a Director, Officer or employee at the time such expenses are incurred; except in cases wherein the Director, Officer or employee is adjudged guilty of willful misfeasance or malfeasance in performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
ARTICLE IV: OFFICERS
- Number: The elective Officers of the Association shall be a President, Vice President and Treasurer. The Immediate Past President shall be named the chairperson of the board of directors and shall be in charge of conducting all Board of Directors meetings.
The Chairman shall make no motion or amendment, or vote on any question or motion unless the members are equally divided. If there is a tie vote, the Chairperson shall cast one (1) vote to break the tie. The Chairperson shall preside at all meetings of the general membership of the Association; to enforce due observance of the Constitution, Bylaws, Rules & Regulations, to decide all questions of order; to offer for consideration al motions regularly moved. Any six (6) members of the Board of Directors shall constitute a quorum.
- Election and Term of Office: The officers, except for the President and Immediate Past President (Chair) shall be elected annually by the Active Members immediately before the election of the Directors. The Vice President shall become President following his/her election as Vice President upon confirmation by the membership; the President shall become the Immediate Past President (Chair) the year following his/her term as President. Officer shall be elected for one (1) year terms except for the Treasurer who shall be elected for three (3) year term. No elected Officer shall serve more than two (2) consecutive terms in the same office.
- Qualifications and Eligibility:
- Eligibility: To be a candidate for Vice President, the Active Member must be a member in good standing and have held a full term as a Director of the New York State Auctioneers Associations Board of Directors. To be a candidate for Treasurer, the Active Member must be a member in good standing for two (2) years.
- Eligibility for Re-election: No retiring President may be re-elected to the office of Vice President until a lapse of three years. The Vice President shall succeed to the office of President at the end of the term as Vice President.
- Duties of the Officers
- President: shall be the CEO of the Association and subject to the direction of the Board; shall have general charge of the business affairs and property of the Association. President shall preside at all meetings of the members. He/she shall appoint the members of all standing committees and those created by the Board.
- Immediate Past President (Chair): shall preside over the meetings of the Board of Directors and the Executive Committee. The Immediate Past President does not vote except in the case of a tie. The Immediate Past President shall also serve as the Chairman of the Nominating Committee.
- Vice President: shall serve as a member of the Executive Committee and shall preside in the absence of the President at all official meetings or in his/her absence or disability and shall have all the power and restrictions associated thereof. The Vice President shall become the President of the Association the year following his/her election as Vice President.
- Treasurer: shall be in charge of the oversight of the Association’s funds and records; sees that proper accounting for the funds is established and maintained; reports on the financial condition of the Association at all meetings of the Board and the Annual Meeting. Serves on the Executive Committee.
ARTICLE V: EXECUTIVE AND STAFF
- Appointment: The Board of Directors may employ a professional management company or salaried Chief Administrator who shall have the title, Executive Director whose terms and conditions of the employment shall be specified or approved by the Board. The Executive Committee is delegated the authority to determine ongoing compensation and other financial arrangements of the management company and/or Executive Director. Such information shall be reported to the Board of Directors.
- Authority and Responsibility: The Executive Director shall manage and direct all activities of the Association subject to the policies of the Board of Directors and through the office of the President.
- The Executive Director shall serve without vote as an ex-officio member of the Executive Committee, Board of Directors and all special committees.
- The Executive Director shall serve as the Secretary of the Association unless otherwise deemed by the Board.
ARTICLE VI: MEETINGS
- Board meetings will be held once a quarter minimally and may be held by conference call or other electronic means.
- Special Meetings of the Board of Directors may be called by majority of the Board. Notice of any special meeting shall be submitted to the Board within ten (10) days of the proposed meeting by mail or email. Such notice shall be deemed to be delivered on the day the electronic communication is distributed or when the printed notice is deposited in the United States mail by the corporation or its agent(s) with postage thereon prepaid.
- Chair: The Immediate Past President (Chair) shall preside at the meeting of the Board of Directors. In his/her absence, the President, or in his/her absence the Vice President or in the absence of them all, a chair shall be chosen by the Directors present shall preside.
- Quorum: A majority of the Directors (6) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. But if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
- 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.
- Vacancies: Any vacancy occurring in the Board of Directors, other than by removal of a Director, may be filled by a presidential appointment with approval from the Board of Directors of the Association and said position shall be held until the next regular meeting of the Association, at which time the position shall be voted upon in the manner provided herein.
- Telephone or Mail Meetings: Action taken by the Board through a mail ballot, electronic mail (email), or conference telephone or other electronic means shall constitute valid action provided a quorum of the Board of Directors participate and indicate themselves in agreement and further provided that a report of such action is made at the next regularly scheduled meeting of the Board.
ARTICLE VII: ELECTIONS
- Nominations of Officer and Board of Directors: The nominations of Officers and the Board of Directors shall be presented to the general membership by a Nominating Committee.
- Voting: All Active Members and Honorary Members in good standing are eligible to vote in the annual meeting and in any special meeting by voice vote or written ballot, as the Association shall determine. The nominee receiving the majority of the votes of the members present shall be declared elected. In the event of a tie vote, the election shall be determined by a second vote of the two (2) nominees receiving the most votes. Elections will be held at the annual meeting.
- Active Member/Honorary Member Voting by Active Member/Honorary Member Proxy: An Active Member/Honorary Member may not appoint another Active Member/Honorary Member (an “Active Member/Honorary Member Proxy”) to vote, or otherwise act on any matter for the Active Member/Honorary Member. The Association shall not accept votes on any matter taken by an Active Member/Honorary Member Proxy on an Active Member/Honorary Member’s behalf as the Active Member/Honorary Member’s vote.
- No absentee ballots will be accepted.
- Elections shall be held by ballot.
- Outcomes are determined by plurality vote.
- In a tie vote, the top two (2) candidates advance and voting continues until a winner is declared by plurality vote.
- Officers shall immediately assume their duties at the close of the Annual Meeting.
ARTICLE VIII: COMMITTEES
- The President of the Association shall appoint the chairpersons of the standing and special committees.
- Nominating Committee- Committee is responsible for the recruitment and vetting of BoD candidates.
- Governance Committee – This committee is responsible for the health and functioning of the association. It conducts board orientation, produces board materials, and evaluates the performance of the board itself. It is responsible for ensuring the effectiveness of the current board and for recruiting tomorrow’s leaders. – By-laws, Code of Ethics, Standard Operating Procedures, and the Mission and Vision of the NYSAA.
- Executive Committee – Organizes the agenda for board meetings, except in a true crisis in which the executive director will set the agenda. The Executive Committee is empowered to act on behalf of the Board of Directors on day-to-day management affairs or any other matter other than policy change, Bylaws and/or Articles of Incorporation revisions. The Executive Committee serves as the Grievance Committee. The Executive Committee primarily meets via conference call. The Executive Committee will review all grievances.
- Other Committees: The President, with approval of the Board of Directors, may appoint such other committees as he or she deems advisable. The President shall be an ex-officio member of all committees.
- Duties of Committees: Committees shall have such duties as their title indicates, and as the Board of Directors assign. All policies actions of committees shall be subject to approval by the Board of Directors.
- Procedure for Grievance Committee: The process for filing a grievance is outlined in the New York State Auctioneers Associations Code of Ethics.
ARTICLE IX: ORDER OF BUSINESS, RULES OF ORDER
Robert’s Rules of Order, Newly Revised edition shall serve as a procedural guideline for all meetings.
ARTICLE X: FISCAL YEAR
The fiscal year of the Association shall be a calendar year.
ARTICLE XI: DISSOLUTION
Should the New York State Association of Auctioneers, Inc. be dissolved for any reason, all monies and any other assets would revert immediately to a non-profit association as determined by the Board of Directors at the time of the Dissolution.