Section IThe name of this Non-profit Corporation shall be Georgia Auctioneers Association, Inc. The location of its administrative office shall be designated by the board of directors.
The purpose of this association shall be:
- To promote and advance the auction profession.
- To help, aid and assist at all times in elevating the auction profession by technical training, instruction, apprenticeship, exchange of ideas, practices, advertising and publicity.
- To strive at all times to make the public more auction-minded by fostering the advantages of selling at auction.
- To secure freedom from unjust or unlawful legislation.
- To collect and disseminate information of value to members and the public.
- To arbitrate differences between members.
- To encourage enlarged and friendly relations between members.
- To uphold the laws of the state, counties and cities governing the auction profession.
The membership of this Association shall be divided into four classes – Regular Members, Associate Members, Honorary Members and Sponsoring Associate Members.
- Regular Members of this Association shall be persons licensed as Auctioneers or Apprentice Auctioneers in the State of Georgia, or other states who are members of good standing of the National Auctioneers Association and are actively engaged in the auction business.
- Associate Members shall be non-auctioneers, except for out of state auctioneers, and/or persons actively associated with the auction profession such as: cashiers, clerks, ringmen, salesmen, office personnel. An Associate Member shall have the same privileges as Regular Members except that they may not vote or hold office.
- Honorary Membership will be by invitation by the board of directors or by the Association to a person or persons who have made a great contribution to the auction profession. As honorary member shall not be subject to dues and assessments, but they shall have the same privileges as regular members except that he or she cannot vote or hold office.
- Sponsoring Associate Members shall be composed of persons, companies or corporations engaged in industries related to the auction profession, such as: accountants, associations, advertising agencies, lawyers, lending agencies, printers, publishers, radio stations, t.v. stations. A Sponsoring Associate Member shall have the same privileges as a regular member except they cannot vote or hold office.
The board of directors shall establish such rules and regulations governing admission to membership, as it may from time to time deemed advisable.
A Membership Committee shall be established to approve application for membership composed of the Chairman of the Board of Directors, the President, and three members appointed by the President, one from each of the three local geographical zones associated with this association.
Applications for membership, accompanied by the proper amount of dues, shall be submitted to the membership committee or to the board of directors
The affirmation vote of a majority of the board of directors at any meting or the written approval by a majority of the membership committee shall be necessary for election to membership. Such approval by the membership committee shall be deemed conclusive unless expressly disaffirmed by the board of directors
Each regular member shall be entitled to one vote. Members shall be entitled to all privileges of membership, including the holding of office and the right to vote. All official business meetings of this association shall be closed to persons other than active members in good standing
Should any member cease to hold an auction license issued by the State of Georgia to be actively engaged in the business described in Article III, Section I of these By-Laws, they will be no longer qualified for membership, and his or her membership in the corporation shall thereupon be automatically terminated. Exception – Members desiring to go on inactive status due to retirement or disability may apply for and be retained as members emeritus and entitled to one vote upon approval of the board of directors
The policies, rules, regulations, orders, decisions, and code of ethics, hereafter adopted, or herein contained and issued by this association, or its board of directors, in pursuance to the purposes set forth in the Certificate of Incorporation and By-Laws, shall be obligatory and binding upon all members and shall be complied with by each in good faith. Any member violating such Certification of Incorporation and By-Laws, rules, regulations, orders, decisions and code of ethics shall be subject to suspension or expulsion by the board of directors
Members may be suspended or expelled for cause by the board of directors upon the filing of charges. Such accused member shall have the right to a hearing and, if suspended or expelled, shall have the right of appeal to the membership. If the board’s action is sustained by a two-thirds vote of the members present at any annual or special meeting reviewing the action of the board, such suspension or expulsion shall be final, otherwise to be of no effect. Any officer, director or member of any committee may be removed from his or her office or committeeship for the good of the association, upon a two-thirds vote of the members present at any annual or special meeting, provided due to notice of such impending action shall be given at least thirty days before the holding of such meeting
Any member, who shall be suspended, expelled, or who shall cease to be a member for any reason, shall surrender all rights in and to any office they hold, and in and to all assets and property of the association.
The board of directors on a budgetary basis shall fix a scale of dues and initiation fees so that sufficient revenue shall be derived therefore to defray the expenses of the association. When a schedule of dues and initiation fees has been established by the board, the same shall thereupon be presented to the membership at any annual or special meeting for ratification
Officers of the Association shall be President, a Vice President, and a Secretary-Treasurer,
and three Regional Vice Presidents, all of whom shall be members of the board of directors
There shall be ten members on the board of directors, consisting of the duly elected President, Vice President and Secretary-Treasurer, the Chairman of the Board and six Directors at Large.
The six Directors selected to the board of the association shall be eligible to immediately succeed themselves
The Directors and Officers shall be elected by the members at the annual meeting of the association and shall hold office, without compensation, for terms as follows:
- The six Directors selected to represent the association shall hold office for a term of three years
or until their successors shall have been duly elected, provided, however, that their terms of office of only two Directors shall expire in any one year.
- Officers shall hold office for a term of one year or until their successor shall have been duly elected.
- Officers and Directors must attend a minimum of 75% of the Board of Directors meetings. Those that do not attend 75% of the Board of Directors meetings with be removed from their position.
At the inauguration of each Officer and Director, he shall be required to make the following affirmation: “I do solemnly promise that I will faithfully discharge the duties of my office to the best of my knowledge and ability.
Nominations for Directors and Officers shall be made by a committee of at least five members in good standing to be appointed by the President. Any member shall have the right to nominate a candidate as Officer or Director. The name or names of all such nominees shall be submitted to the membership at the annual meeting, at which the election is to be held
The election of officers and members of the board of directors shall be by secret ballot, unless otherwise ordered by a majority of the members present
A majority vote of the members present at the annual meeting shall be necessary to constitute an election of officers and of the members of the board of directors
The board of directors shall have the power to employ an executive officer or secretary, proscribe their duties and fix the compensation for such officers, subject to the consent and approval of the members
The board of directors shall have the power to conduct, manage, and control the business, property, and affairs of the association. They shall, in the usual course of business, employ any clerical help necessary for the proper functioning of the association, and prescribe the duties of such employees. The board of directors shall, subject to the consent and approval of the members, make rules and regulations for the government and for promotion and advancement of the objects of this association, and for the guidance of the officers thereof.
The board of directors shall adjust, within the scope of the functions of this association, the Certificate or Incorporation and By-Laws, any grievance, which shall be submitted for their consideration
Any vacancy occurring in the board of directors, or any vacancy in office because of death, resignation, removal, disqualification, or for any other reason, shall be filled by the board of directors for the expired term, or until the next meeting held to elect Directors and Officers, whichever comes first.
It shall be the duty of the President to preside at all meetings of this association, and of the board of directors. He or She shall have general supervision over the affairs of the association, subject to direction and control of the board of directors. Committees shall be appointed by the President
The retiring President shall, upon the expiration of his or her term serve as Chairman of the board of directors
In the absence of the President, or in the event of his or her inability to act, the Vice President shall execute all powers and perform all duties of the President
It shall be the duty of the Secretary-Treasurer to attend all meetings, record all votes and minutes of meetings; register the names of members, and keep at all times a complete list of all members and their addresses open to any member for inspection at his or her request on any day designated by the board of directors; issue all notices required; maintain records of all transactions; make such reports to the directors of the association of his or her activities as may be requested from time to time; keep a true and correct record of all moneys received and expended, and make reports thereof from time to time as required by the board of directors; receive and pay out moneys of this association as may be directed by the board of directors; account for all funds and disbursements at such times and in such manner as the board of directors may specify; render a report of all receipts and disbursements at annual meetings; make additional reports from time to time as directed by the directors, and do and perform all other duties incident to the office of Secretary-Treasurer, as may be required by the board of directors.
There shall be an executive committee consisting of the President, Vice President, Secretary-Treasurer, Chairman of the board of directors and one Director appointed by the President. The duties of the executive committee shall be assigned to them by the board of directors. Any three members of the executive board will constitute a quorum. The President, in case of a tie, shall cast the deciding vote
Section IThe annual meeting of the board of directors and members of this association shall be held once each year at such time and place as shall be determined by the members, or in the event they fail to act, by the board of directors
Section IISpecial meetings of the board of directors or of the members of his or her association may be called by the President or a majority of the board of directors, or by a petition of not less than one-third of the members in good standing who present to the President or board of directors a request for same in writing, giving the necessity or specific reason for calling a special meeting. No business other than that for which the special meeting has been called, shall be transacted at such meeting
Section IIIWritten or printed notices, stating the time, place and purpose of any meeting of the members or board of directors shall be delivered electronically, personally or by the United States mail, to each director or member in good standing. If mailed, such notice shall be deemed to be delivered when deposited to the director or member at his or her address as appears on the record of the association, with postage prepaid thereon Such notice of any special or annual meeting of the members or the annual meeting of the board of directors must be delivered not less than ten days, nor more than thirty days, to each director or member in good standing. Such notice of any special meeting of the board of directors must be delivered not less than ten days, nor more than thirty days, to each director.
Section IVAt any board meeting where there is a member or non-member of the association, whether or not such person has been asked to attend, he or she will be recognized prior to conducting general business and discussion by the board. At that time the board will go into Executive Session, according to Robert’s Rule of Order, and all persons with no official position as an officer, director or executive secretary of Georgia Auctioneers Association will be dismissed
Section VWhenever in the judgment of the President any question shall arise which he or she considers should be put to a vote of the active membership or of the Board of Directors, and when he or she deems it in-expedient to call a special meeting for the purpose, he or she may, unless otherwise required by these By-Laws, submit the matter to the membership or to the Board of Directors, as the case may be, in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority of the votes received by mail within six weeks after submission; provided that, in each case, votes of at least two thirds of the members or directors shall be received. Action taken in this manner shall be as effective as action taken at a duly called meeting
A quorum of members shall consist of ten percent of all members of record on date of any meeting, either annual or special, or in any event, not less than ten members.
The attendance of five members of the board of directors at any meeting shall constitute a quorum for the transaction of business. The act of a majority of the board of directors present at a meeting at which a quorum is present shall be the act of the board of directors. In the event that a quorum of directors is not present, a majority of those present, a majority of those present any adjourn the meeting from time to time without further notice.
Election to office or action upon any motion or resolution shall be by a majority vote of the members of the Corporation present, or represent by proxy at a meeting, provided a quorum is present.
Voting representative of active members absent from any meeting of the Corporation may be represented by proxy which shall be in writing.
The Certificate of Incorporation and By-Laws may be amended upon two-thirds vote of all members present at any meeting. Any proposed amendment shall be filed in writing with the Secretary-Treasurer at least thirty days before presented for adoption at any meeting. The Secretary-Treasurer, in his or her notice for the holding of a meeting at which an amendment to the Certificate of Incorporation and By-Laws shall be presented, shall set forth therein the nature of the proposed amendment
The Corporation may be dissolved by an affirmation vote of three-fourths (3/4) of the membership present at a proper, authorized, special meeting called for that purpose, such dissolution to be effective ninety (90) days after such vote is taken and provided all outstanding obligations of the Corporation have been paid
In the event of dissolution of the Corporation, its surplus funds and other assets shall be conveyed to any other Corporation holding charter from the state for purposes no to individual profit. First providing for corporate debts.
(Updated by GAA Member Vote on January 2019)