By Laws

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: the name of this organization shall be the new york state auctioneers association, inc. its office shall be in the city or town of the elected secretary of the association, or such other place, as the board of directors shall determine from time to time.

article i

aims and purposes: the aims and purposes of this association shall be to establish standards of ethical conduct for its membership and to maintain such standards through regulation of the conduct of its membership; to promote the public welfare thereby and, through educational programs, to inform the public of the importance of the auction profession in disposing of merchandise in the auction way; to cooperate with all government or private agencies that similarly concerned.

article iii

officers and directors: the officers of this association shall consist of a president, president-elect, and VICE-president, each of whom shall be elected for a term of one (1) year at the annual business meeting. there shall also be a secretary and a treasurer each of whom shall be elected to a three (3) year term at the annual business meeting.
nine (9) members shall be elected to serve as board of directors and shall be elected for a term of three (3) years. all officers shall be members of the board of directors automatically and the immediate past president of the association 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, nor vote on any question or motion unless the members be 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, by-laws, rules and regulations, to decided all questions of order; to offer for consideration all motions regularly moved.
any eight (8) members of the board of directors shall constitute a quorum.

article iv
duties of officers and directors:

president: shall call all board meetings and special meetings; appoint all committees not otherwise provided for; to govern the administration of this association at all times and be accountable to the membership for the efficient and businesslike administration that is expected of him/her. he/she shall be a member ex-officio of all standing and special committees. the president may not succeed himself/herself in this office.
president-elect: it shall be the duty of the president-elect to preside in the absence of the president and perform the duties and exercise the powers of that office, and to perform whatever duties the president or the board of directors may so direct. in the event that the president should become disalbled, the president-elect shall assume the presidency for the unexpired term of the president. the president-elect shall succeed to the office of the president if otherwise qualified and able to serve.

vice-president:the vice-president shall perform whatever the duties the president or board of directors may so direct. he/she shall assume the office of president-elect for the unexpired term when he/she is acting as president as vacated by the president-elect.
secretary: it shall be the duty of the secretary in his/her capacity as secretary to keep an accurate record of the minutes of all business meetings and board of directions meetings of the association, a roll call of all officers and board of directors at all meetings; and carry on all correspondence of the association.

treasurer: he/she shall receive all funds of the association, pay all expenses, bills, accounts and keep an accurate record of all monies received and dispursed and make a report of the same at each board meeting and annual meeting. he/she shall also keep a record of the names and addresses of the membership.

board of directors: the authority of the association shall be vested in the board of directors, which shall determine all policy of the association. the board of directors shall have full management of the association; they shall pass on all applications for membership and may exercise all the powers and do all the acts and things as in their judgement may be necessary or desirable for the good of the association, subject to the provisions of the constitution and by-laws. the board of directors shall meet from time to time as deemed necessary be either the president of the association or a majority of the officers and the board of directors. the chairperson of the board of directors shall be immediate past president of the association and vice-chairperson shall be the president of the association.

article v

nominations of officers and board of directors: the nomination of officers and the board of directors shall be by a nominating committee appointed by the president and approved by the board of directors. the nominating committee shall elect one or more candidates for each vacant position to be filled. the report of the nominating committee shall be made at the annual business meeting at which time the election shall be held. additional candidates for offices to be filled may be placed in nomination from the floor.

elections: elections shall be held annually and shall be by voice vote or written ballot, as the association shall determine. the nominee receiving the majority of the votes of the present shall be declared elected. in the event of a tie vote, the election shall be determined by a second vote. only members in good standing shall be allowed to vote.

article vi

membership: any resident of the state of new york or non-resident that conducts business in 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.
there shall be five classes of membership as follows:

active members: auctioneers, auction companies 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 members: individuals who are employed by nysaa active members and who are not auctioneers.
affiliate members: non auctioneers, individuals or companies that provide auction related services or products or who have an interest in the auction industry and who are in agreement with objectives of this association.

life membership: auctioneers of good moral character will all attributes and privileges of active members. a one-time membership fee of $1500.00 will be assessed.

honary membership: honorary membership may be granted by the board of directors to those individuals deemed worthy in recogntion 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) years of age. the applicant for honorary membership shall be of good moral character. honorary members shall not have to pay dues.all memberships shall be approved by 2/3 vote of the board of directors in attendance. annual membership dues for each catergory shall be determined by the board of directors.

article vii

meetings: the association shall hold its annual meeting in the final quarter of each fiscal year at a time and placed agreed upon by the board of directors. the board of directors shall meet at least one other time between five (5) and seven (7) months following the annual meeting to conduct association business. in addition, special meetings of the board of directors may be called by the president of the association or by five (5) directors, within one week prior to the scheduled meeting date, with notice given to the secretary, who shall in turn immediately notify all officers and directors. telephone conference calling may be used to substitute for regular or special meetings of the board of directors when the process is approved by two-thirds (2/3) of the board of directors.

quorum: thirty (30) members constitute a quorum at the annual meeting and eight (8) members of the board of directors shall constitute a quorum at any regular or special meeting of the board of directors. the board of directors may make decisions as needed by electronic means, providing a quorum of eight
electronic technology: the board of directors may use electronic technology to make decisions, acting on behalf of the association, when action is deemed urgent by the president; scheduling a special meeting of the board of directors cannot be arranged; and whereas the decision to delay action to the next regular or special meeting would cause undue hardship or damage to the association and/or member; and providing all directors and officers have access to the electronic medium. a quorum must participate to conduct official business. electronic technology includes, but is not limited to, the use of computer e-mail and telephone conference calls. when e-mail is used, a quorum of (8) members must respond within forty-eight (48) hours of the original communication for a decision to be considered valid.

attendance: officers and directors are expected to attend and participate in all regularly scheduled board meetings. when attendance is not possible due to medical issues or family illness, a member is allowed to participate through telephone conferencing technology and considered to be in attendance with all director rights and responsibilities as if he/she were physically present.

article viii

committees: the president of the association shall appoint the chairpersons of the standing committees and special committees. the standing committees shall be: legislative, grievances & ethics, nominations, conventions, membership, finance and audit, department of communication & education, public relations. each standing committee shall consist of a chairperson selected by the president and at least two (2) members selected by the chairperson of that committee. each special committee shall consist of a chairperson selected by the president and at least one (1) other member selected by the chairperson of that committee. all committees shall report directly to the president and the board of directors. the board of directors shall instruct the president to appoint such standing committees or special committees as may be necessary. all members of such committess shall serve for one (1) year.

article ix

finance: the treasurer shall be bonded by a surety company in the amount of no less than $50,000.00 at the expense of the association in an amount deemed necessary by the board of directors. all expenditures not included in the official budget of the association shall require specific authorization form the board of directors. the association may not incur a liability in excess of its cash balance and anticipated income during the fiscal year, which shall run from November to October. an audit of the association’s book of accounts as of the annual meeting shall be made by the audit committee and a report issued to the board of directors AND TO the general membership at the annual business meeting.

article x

dues and discipline: dues, initiation fees and assesments for each class of membership may be changed by a (2/3) vote of the board of directors in attendance. the fiscal year of the association shall run from November 1st to october 31st of the calendar year or from the annual business meeting to the next annual business meeting. the annual dues become payable on november 1st. each member in good standing shall receive an annual membership card signed by the president and the treasurer. a member who has failed to pay their dues by november 30th shall be considered in arrears, and shall be so notified by the treasurer. if payment is not made within thirty (30) days of notification, said member shall be terminated. any member whose affiliations hab been terminated because of non-payment of dues may submit such dues and apply in writing to the board of directors within thirty (30) days for reinstatement. if the board, at its next meeting, by thwo-thirds (2/3) vote of the those in attendance accepts such application, the reinstatement shall become effective. resignation by a member from the association shall be in writing. resignation after dues have become payable shall not relieve the resignee from liability for the dues of that calendar year. any former member may apply for reinstatement by the usual membership requirements.

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. the ethics committee shall consist of not less than three (3) members. a statement of the charges against any member shall be in writing and be signed by compliant unless it is a matter of public knowledge. the ethics committee shall investigate the charges and if, after due deliberation, it deems a hearing necessary, it shall inform the accused. notification of the charges shall be addressed to the member at his/her last recorded address within thirty (30) days before a scheduled hearing. the accused may, within the period prior to the hearing, submit a written explanation concerning the charges, or ask for a personal appearance before the committee. the ethics committee shall take action on every complaint and either DISMISSES it if deemed groundless, or recommend action to the board of directors. the committee shall preserve the confidentiality of its proceeding. the committee shall deliver its recommendation to the board of directors, which is empowered to take final action. whenever there is a recommendation for expulsion, the board shall notify the accused that he/she has the right to appear before the board in his/her defense. a vote on expulsion, if such a vote is taken, shall be held in executive session. a board of directors member, censured for violation of the code of ethics, shall be automatically removed form the board.

article xi

removal from office- absence from meetings: absence from three (3) meetings of the board of directors within a twelve (12) month period, by an elected officer or director may be construed as resignation from the office or directorship and the office or directorship may be declared vacant by the board of directors. removal of an officer or director from the office requires a two-thirds (2/3) vote of members present at any board meeting. vacancies due to death, resignation or forced removal shall be filled by a presidential appointment with approval form 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.

article xii

amendments: these by-laws may be amended by a two-thirds (2/3) vote of the members present after being approved by the board of directors by a two-thirds (2/30 majority vote of those in attendance.

article xiii

procedure: except as herein provided, “Robert’s Rules of Order” (the current edition), shall govern the procedure at all meeting of the association.
November 5, 2007