WAA Bylaws

ARTICLE I
PRINCIPAL OFFICE AND REGISTERED OFFICE

The initial principal place of business and registered office of the Wyoming Auctioneers Association, henceforth, Association) is a Wyoming nonprofit association shall be PO Box 32, Mills, WY 82644. Other offices maybe established from time to time by the Board of Directors at such place or places where the association is qualified to do business.

ARTICLE II
MEMBERSHIP

2.1 Classes of Members; Qualifications; Selection and Admission

2.1.1 Three Classes of Members. The Association shall have three separate and distinct classes of Members: Auctioneers (including spouses), Associate Members and Hall-of-Fame Members. Unless otherwise expressly provided or limited by the context, references herein to “Members” shall be applied collectively to the three classes of Members. Note: The term Member encompasses both male and female when taken in context.

2.1.2 Nomination for Membership. Any person who is honest, upright, worthy of confidence, of good moral character and recommended by an Association member shall be eligible for admission as either an Auctioneer, Associate Member or Hall-of-Fame Member.

2.1.3 Associate Members. Associate Members are persons interested in the auction business, any member of the business or auction community. Associate Members shall pay dues of ten dollars per annum and will receive the newsletters but will not have any voting power.

2.1.4 Membership and Dues

2.1.4.1 Membership. Such nomination or recommendation of a person by a member shall be received by the Board of Directors. Upon completing a signed application, taking the Oath and paying their dues the nominee will be accepted into the Wyoming Auctioneers Association as a member.

2.1.4.2 Initial and Yearly Dues: Initial dues are prorated by the month to the end of the calendar year . Yearly dues shall be set by the Board of Directors and payable at the beginning of the new calendar year.

2.1.4.3 Hall-of-Fame Members. Any person who is engaged in the auction business shall be eligible to be a Hall-of-Fame Member, in recognition of outstanding or meritorious service in behalf of this Association or the auction profession. Such persons recommended or nominated shall be elected by a subcommittee comprised of then-current Hall-of-Fame Members (in accordance with criteria established by such Hall-of-Fame Members) and approved by the Board of Directors upon the vote of a majority of the members of the Board of Directors present at a meeting at which a quorum is present; provided, however, that the Board of Directors may delegate its authority (including the subcommittee comprised of then-current Hall-of-Fame Members) to approve such membership elections to a subcommittee appointed by the Board of Directors. Upon election and approval as a Hall-of-Fame Member, such Hall-of-Fame Member shall be considered a lifetime Auctioneer, with all the rights and privileges of an Auctioneer, but without the obligation to pay any initiation fees or dues from such time forward.

2.1.5 Oath. A person selected and approved for admission as a member shall be required to sign the following oath.

“I solemnly swear (or affirm) that I will faithfully conform and abide by the Wyoming Auctioneers Association Bylaws, and Code of Ethics as the same may be amended from time to time”

2.1.6 Voting. Only active Members and Hall-of-Fame Members shall be entitled to vote and each Member is entitled to one (1) vote.

2.2 Annual Meeting. The annual meeting of Members shall be held at such time and place as shall be designated in a notice mailed to all Members, or published as hereinafter 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 any adjournment thereof, or following the last annual meeting, the Board of Directors shall cause the election to be held at a special meeting of Members as soon thereafter as may be convenient.

2.3 Special Meetings. Special meetings of the Members, 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 ten percent (10%) or more of the voting Individual Members of the Association. Only those items specified in the request for a special meeting may be considered at such special meeting.

2.4 Notice of Meeting. Written or printed notice, stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to each voting Individual Member of the Association, or published in a publication designated by the Bylaws or in a resolution of the Board of Directors as an official publication of the Association, not less than ten (10) days nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to the Member at his or her address as it appears on the books and records of the Association.

2.5 Quorum; Voting. The Members of the Association entitled to vote represented in person shall constitute a quorum at all meetings of the Members. A majority of the votes entitled to be cast on a matter to be voted upon by the Members entitled to vote at which a quorum is present shall be necessary for the adoption thereof, unless a greater proportion is required specifically by statute or these Bylaws. If less than a quorum is present at a meeting, the majority of the Members present and entitled to vote may adjourn the meeting to a subsequent time, 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.

2.6 Termination of Membership.

2.6.1 Nonpayment of Dues. Members who fail to pay dues are no longer members.

2.6.2 Resignation. Any Member may resign from the Association by delivering a written resignation to the President or Secretary of the Association

ARTICLE III
DIRECTORS

3.1 General Powers. The property, business and affairs of the Association shall be managed by its Board of Directors. The Board of Directors shall make (confirmed by the voting membership), subject to any limitations contained in any applicable statutory articles of the Association or these Bylaws, all bylaws, rules and regulations for the governing of the Association, the management of its affairs and the election of its officers; and the Board of Directors may repeal, alter or amend, subject to any limitations contained in any applicable Bylaws, such bylaws, rules and regulations as the Board of Directors deems proper for the management of the affairs of the Association.

3.2 Number. The number of Directors shall be no more than (9) consisting of the President, President Elect, Secretary/Treasurer (serving as ex officio members of the Board of Directors and referred to hereafter as “Ex Officio Directors”) and five (5) Directors (referred to hereafter as “Elective Directors”). The most recent former President shall become a director for two year with full voting privilege The Association President shall vote only in the event of a tie vote.

3.3 Election and Term of Office. The President, President Elect, and Secretary/Treasurer shall hold office as Directors as long as they hold their respective positions as elective officers of the Association pursuant to these Bylaws. The terms of office of all other Directors shall be two (2) years, and such terms shall be staggered so that President Elect and two (2) Directors shall be elected on even numbered years and three (3) Directors shall be elected on odd numbered years . A Director’s seat left vacant mid-term shall be filled at the next annual election only for the expired term. The most recent former President of the Association shall become a director for (2) two years.

3.4 Annual Meetings. The annual meeting of the Directors shall be held immediately before and after the meeting of Members at which election of elective officers and Directors takes place, at the same place at which such meeting of Members is held. No notice of such meeting need be given.

3.5 Special Meetings. A special meeting 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 Wyoming and the time, for such meetings.

3.6 Notice. Notice of special meeting shall be delivered, mailed, fax or telephoned to each Director at least five (5) days prior to such meeting. Any specific business, for which the meeting was called, may be transacted at any Director’s meeting at which a quorum is present, whether or not notice or waiver thereof has been given.

3.7 Chairman. The President, or in his or her absence, the President Elect or in the absence of both of them, the Chair chosen by the Directors present, shall preside at all meetings of the Board of Directors.

3.8 Quorum. A majority of the Directors constitutes a quorum.

3.9 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, unless a greater percentage is expressly provided or required by applicable Bylaws of the Association.

3.10 Vacancies. Any vacancy occurring in the office of Board of Directors (other than Ex Officio Directors) 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 un-expired term of his or her predecessor in office. A vacancy in the office of an Ex Officio Director shall be filled by a majority of the remaining Directors by filling the underlying vacancy in the office of President, President Elect, Secretary/Treasurer, as the case may be, in accordance with Article VI of these Bylaws.

3.11 Telephone Meetings. Members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board or committee by means of conference telephone or other similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. If notice of a Director’s meeting or committee meeting is given, such notice need not specify that one or more Directors may participate in such meeting by means of conference telephone or similar communications equipment.

3.12 Resignation. Any Director may resign at any time by giving written notice

ARTICLE IV
COMMITTEES

4.1 Executive Committee. The Executive Committee shall be comprised of the elected officers of the Association.

4.2 Election Committee. At each meeting of Members at which a vote of Members is taken, the President or other presiding officer shall appoint from the membership a committee of five (5) Members, who shall act as tellers of election as may be required.

4.3 Other Committees. In addition to the Executive Committee and Election Committee, there shall be the following Standing Committees, (a) the size of each which, unless otherwise provided in these Bylaws or resolutions of the Board of Directors, shall be determined by the President, (b) the membership and Chairman of which shall be appointed by the President, and (c) the majority of the membership of each shall be members of the Board of Directors: Auditing, Resolutions, Disciplinary and Grievance and such other committees as the President shall in his or her discretion appoint.

4.4 Procedure at Meetings of Committees. All provisions of these Bylaws 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 Association Bylaws.

ARTICLE V
ORDER OF BUSINESS: RULES OF ORDER

5.1 Order of Business, Meetings of Members. The order of business at all meetings shall be:

5.1.1 Reading of the minutes of the previous meeting;

5.1.2 Consideration of financial statements and reports;

5.1.3 Report of Committees;

5.1.4 Consideration of other business;

5.1.5 Report of Nomination Committee if that be an item of business;

5.1.6 Election of Officers if that be an item of business; and

5.1.7 Election of Directors if that be an item of business.

5.2 Order of Business, Meetings of Directors. The order of business at all meetings of Directors shall be:

5.2.1 Reading of the minutes of the previous meeting;

5.2.2 Report of officers;

5.2.3 Consideration of financial statements and reports

5.2.4 Consideration of unfinished business; and

5.2.5 Consideration of new and miscellaneous business.

5.3 Rules of Order. Except as otherwise provided in the Association Bylaws, the latest edition of Robert’s Rules of Order shall determine procedure in all meetings of the Members and the Board of Directors.

ARTICLE VI
OFFICERS

6.1 Number. The elective officers of the Association shall be a President, President Elect, Secretary, and Treasurer and (hereinafter referred to as “Elective Officers”); all officers with exception of the President, President Elect, Secretary and Treasurer shall be elected annually by the Membership. The Historian shall be appointed by the President and approved by the Board of Directors.

6.2 Election and Term of Office. The Secretary and Treasurer of the Association shall be elected annually by the Members entitled to vote, immediately before election of Directors. the President Elect shall be elected by the Members entitled to vote, immediately before election of the Directors. The President Elect will serve a two year term and then automatically serve a two year term as President. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

6.3 Vacancies. Any vacancies occurring in the office of the Elective Officers by death, resignation, removal or otherwise, may be filled for the un-expired 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 that meeting.

6.4 Salaries. Except for the Secretary/Treasurer (or individually the Secretary and the Treasurer) who shall be entitled to receive compensation as set by the Board of Directors, officers of the Association shall not receive compensation for their services.

6.5 President. The President shall be the chief executive officer of the Association, and subject to the direction under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the Association and control of its several officers. The President shall preside at all meetings of the members, Board 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 committees created by the Bylaws, or by resolution of the Board of Directors. Member shall be an Ex Officio member of all committees.

6.6 President Elect. At the request of the President, or in his or her absence or disability, the President Elect shall perform all of the duties of President. When so acting, the President Elect shall have all of the powers of, and be subject to all the restrictions upon, the President. The President Elect shall have such; other duties and responsibilities and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws, the Board of Directors, or the President.

6.7 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 Association Bylaws. The Secretary shall have such other powers as are usually incident to the office or as from time to time may be assigned to her or him by these Bylaws, the Board of Directors, or the President. The Secretary with the Board of Directors approval may delegate all or part of the authority and duties of the Secretary to Assistant Secretaries.

6.8 Treasurer. The Treasurer shall have custody of the Association funds; keep full and accurate accounts of all receipts and disbursements of the Association, an inventory of assets and a record of the liabilities of the Association; deposit all money and other securities in such depositories as may be designated by the Board of Directors; disburse the funds of the Association 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 by these Bylaws, the Board of Directors, or the President. The Board of Directors may delegate all or part of the authority and duties of the Treasurer.

6.9 Secretary/Treasurer. The offices of Secretary and Treasurer may be combined by the Board of Directors into the single office of Secretary/Treasurer.

6.10 Historian. The Historian is responsible for maintaining the history of the Wyoming Auctioneers Association, Inc. relative to activities, membership, and highlights of events.

6.11 Association officers will not use their elected positions to further their own business interests.

ARTICLE VII

The Association shall have an Association logo.

ARTICLE VIII
FISCAL YEAR

The fiscal year of the Association shall end on December 31st of each year hereafter.

ARTICLE IX
TAX EXEMPTION AUTHORIZATION

The officers of the Association and any agents authorized by them hereby are directed and authorized to prepare any and all documents necessary in order to apply for and obtain a federal tax exemption under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and to apply for and obtain any other federal, state or local tax exemptions necessary or convenient for the conduct of the business and purposes of the Association.

ARTICLE X
CODE OF ETHICS

The board of Directors shall adopt, and may amend from time to time, a Code of Ethics which shall be binding upon each Member of the Association. Until otherwise amended by the Board of Directors, the Code of Ethics appearing in the Annual Membership Directory shall be adopted as the Code of Ethics.

ARTICLE XI
ANNUAL CONVENTION

The time and place of the annual meeting shall be determined by the Membership.

ARTICLE XII
AMENDMENT OF THE BYLAWS

These Bylaws maybe amended, repealed or altered in whole or part at any annual or special meeting of the Membership when approved by a 2/3rds vote of those present.

ARTICLE XIII
EXEMPT ACTIVITIES

Notwithstanding any other provisions of these Bylaws, no Member, Director, officer, employee, or representative of the Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and its regulations pertaining thereto as they now exist or they may hereafter be amended.

Adopted by the Association as its Bylaws on this _______ day of ________________, 19_____

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Secretary