Revised May 19,2016
The following By-laws of the New Hampshire Auctioneers Association, Inc. (hereafter referred to as the “Association”) were amended by a majority vote of those members in attendance who were entitled to vote in a legally called and held meeting on May 19, 2015 in North Hampton, New Hampshire, either live or virtually by a quorum of members.
ARTICLE I – OFFICES
The principal office of the association shall be located in the agreed-upon location of a member of the Executive Committee for the duration of his/her term of office. The Association may also have such offices at such other places within or without the State as the Board of Directors may from time to time determine.
ARTICLE II – MEMBERS
1. The eligibility and qualifications for membership, and the manner of and admission into membership shall be prescribed by resolution duly adopted by the Board of Directors of the Association or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Association shall be affixed to the By-laws of the Association, and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liberties and other incidents of membership.
The following provisions constitute those resolutions which the Board of Directors have adopted:
1. (a) Active Member. Any licensed New Hampshire Auctioneer who is of good moral character shall be eligible for active membership in this Association. The application shall be submitted to the Secretary and acted upon at the next meeting of the membership. The applicant need not be present when such action is taken.
(b) Associate Member. Anyone with an interest in the auction profession but not yet licensed may apply to the Secretary for an Associate Membership. Dues will be the same as for Active members. There are no voting privileges for Associate Members.
(c) Honorary Member. Honorary Membership may be granted by the Board of Directors to any individual whether in recognition of any outstanding service rendered for or on behalf of this Association or for other good cause. An Honorary Member is not required to pay dues nor is he/she a voting member.
(d) Members shall be billed each year by the Treasurer of the Association. Dues are due and payable on January 1. If dues are not paid by February 15, the member in arrears remain a member but shall not be eligible to vote at the Annual Meeting until his or her dues are current.
(e) Membership shall not terminate except upon the happening of any of the following events: death, resignation, forfeiture, expulsion, dissolution or liquidation of the Association.
2. (a) Annual Meeting. The Annual Meeting of Members of the Association shall be held on such date or dates as shall be fixed from time to time by the Board of Directors of the Association. The Annual Meeting shall be in the Spring of each year, unless agreed upon by the Board of Directors to be held at a different time.
(b) Special Meetings. Special meetings of Members may be held on such date or dates as may be fixed by the Board of Directors of the Association by petition made to the Secretary and signed by twenty percent (20%) of the Active Members.
(c) Place of Meeting. Any Annual or Special Meeting of Members may be held at such place within or without the State of New Hampshire as the Board of Directors may from time to time fix.
CC- mean of communication – The Board may, at anytime or from time to time, permit any or all Directors to participate in regular or special meetings by telephone or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present at the meeting provided, however, that the minutes of any such meeting shall indicate the means of communications utilized.
CCC- At all meetings of the Board at which a vote is necessary to pass a measure of business, a majority of Directors in attendance will be necessary for such measure to pass. Votes delivered by signed proxy, electronic mail, or taken over the telephone at the time of such vote will be valid. Votes via signed proxy shall could towards quorum.
(d) Notice of Meeting. Written or printed notice, stating the date, day and hour of the meeting and, in case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be mailed or electronically mailed to each voting member of the Association, or published in a publication of the Association designated by the Board of Directors as an official publication of the Association, not less than ten (10) nor more than fifty (50) day before the date of the meeting. Such notice shall be deemed to be delivered when deposited in the United States mail by the Association, with postage thereon prepaid, or upon hitting send on an electronic mail document
Those individual members present shall constitute a quorum for the transaction of business at any meeting of the members. A meeting of members at which a quorum is present, may be adjourned by vote of a majority of the members, without further notice. A majority of the members present 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.
(e) Eligibility List and Record Date. At every meeting of members there shall be presented a list or record of paid Active Members as of the record date, certified by the officers responsible for its preparation. Upon request any Active Member shall have the right to inspect such list or record at the meeting. Such list shall be evidence of the right of the listed persons to vote at such meeting. “Record date” shall be defined as February 15 or the next working day following. The record date shall apply to the adjournment of any meeting unless a new record date is fixed by the Board of Directors for such adjourned meeting.
3. (a) Presiding Officers. Meeting of the members shall be presided over by the following officers, in order of seniority: The President, Vice President, or if neither of the foregoing is in office or present at the meeting, by a Chairman Pro Tem to be chosen by a majority of the members in attendance. The Secretary of the Corporation shall act as Secretary of every meeting. When the Secretary is not available, the Chairman may appoint a Secretary Pro Tem for the meeting.
ARTICLE III – BOARD OF DIRECTORS
1. The Association shall be managed by a Board of Directors. Each Director shall be at least 18 years of age, and shall be a member of the Association during his/her directorship. Directors shall include the President, Vice President, Secretary, Treasurer and a maximum of nine Directors elected by the membership.
2. At each Annual Meeting of Members, the membership shall elect Directors and Officers. Each Director shall be elected for a period of three years. Each Director and Officer shall hold office until the expiration of the term for which he is elected, and until his successor has been duly elected and qualified or until his prior resignation or removal as hereinafter provided.
3. Any or all of the members of the Board of Directors may be removed with or without cause by a majority vote of the Active Members of the Association. The Board of Directors may remove any Director who misses more than two consecutive meetings due to unexcused absences or for cause.
4. A Director may resign by giving written notice to the President of the Association. Acceptance of said resignation shall not be necessary to make it effective.
5. Vacancies in the Board of Directors may be filled by appointment of the President and approval of a majority of the Board of Directors remaining in office. Vacancies occurring by reason of the removal of Directors without cause shall be filled by a majority vote of the Active Members. A Director appointed or elected to fill a vacancy caused by resignation, death or removal shall hold office for the unexpired term of his predecessor.
6. (a)A regular Annual Meeting of the Board of Directors shall be held following the Annual Meeting of the Members. All other meetings shall be held as such time and place as shall be fixed by the Board of Directors from time to time.
(b)No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed. Special Meetings may be called by or at the discretion of the President, or by a majority of the Directors then in office.
(c)Written, oral, or any other method of notice of the time and place shall be given for Special Meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of meeting may be waived by any Director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him/her.
7. A majority of the members of the Board of Directors present (via phone/virtual) shall constitute a quorum. Any action authorized by resolution, in writing by all of the Directors entitled to vote thereon and filed with the minutes of the Association, shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.
8. The President shall preside at all meetings of the Board of Directors. If the President is absent, the Vice President shall preside. If the President and the Vice President are absent, then the Chairman Pro Tem shall preside.
9. The Board of Directors may designate from their number, special committees and other standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. The standing committees shall include the Nominating and Scholarship Committees.
ARTICLE IV – OFFICERS
1. At the Annual Meeting, Members of the Association shall elect a President, a Vice President, a Secretary, and a Treasurer. Any two or more offices may be held by the same person except no one shall serve as both President and Treasurer at the same Time.
2. Each Officer shall hold office until the next Annual Meeting of the members and until his successor has been duly qualified and elected. Any Officer may be removed with or without cause by majority vote of the Active Members of the Association. Vacancies in the slate of Officers may be filled by appointment of the President and approval of a majority of the Board of Directors remaining in office. Vacancies by reason of the removal of Officer without cause shall be filled by a majority vote of the Active Members. An Officer appointed or elected to fill a vacancy caused by resignation, death or removal shall hold office for the unexpired term of his predecessor.
3. (a) The President shall be the chief executive officer of the Association, shall have the responsibility for the general management of the affairs of the Association, shall appoint all committees, and shall carry out the resolutions of the Board of Directors.
(b) The Vice President, during the absence or disability of the President of the Association, shall have all the powers and functions of the President. The Vice President shall perform such duties as may be prescribed by the Board of Directors from time to time.
(c) The Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit said funds in the name of the Association in such bank accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Association when counter signed by the President. He/she may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors.
(d) the Secretary shall keep the minutes of the Board of Directors and the Minutes of the Member Meetings. He shall serve all notices for the Association which shall have been authorized by the Board of Directors, and shall have charge of all books and records of the Association except for those in the control of the Treasurer.
1. The Association shall keep at an agreed-upon principal office of the Association, complete and correct records and books of account, and shall keep minutes of the proceedings of the members, the Board of Directors, or any committee appointed by the Board of Directors, as well as a list or record containing the names and addresses of all members.
2. The fiscal year of the Association shall be fixed by the Board of Directors from time to time, subject to applicable law.
3. The Board of Directors shall have the power to make, alter or repeal, from time to time, By-laws of the Corporation, except that the Board may not amend or repeal any By-law in which control thereof is vested exclusively in the Members. If any By-law regulating an impending election of Directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of Directors, the By-laws so made, amended or repealed, together with a concise statement of the change made.
4. The Board of Directors shall have the power to order an audit of all Corporate books and financial records at such times as the Board, by a majority vote, may direct. Notwithstanding the foregoing, there may be an annual audit of all financial records prior to the Annual Meeting.