We, the auctioneers of the State of Ohio, in order to form ourselves into a mutual cooperative body for the promotion and elevation of the Auction Profession; establish uniform rules of action; to assist in securing proper legislation for the betterment of the Auction industry and thus enable ourselves to be of greater service to the public, do establish and bind ourselves unto this Code of Regulations.
The name of this corporation shall be the Ohio Auctioneers' Association ("Association").
It shall be the purpose of the Association to foster good fellowship; to cultivate a more harmonious and friendly spirit among auctioneers; to discuss matters of common interest; to sponsor seminars and educational meetings for the benefit of member auctioneers and their clients; to assist in securing proper laws pertaining to the auction profession; to cooperate with other State Organizations and the National Auctioneers Association, Inc. (N.A.A.) and in any other manner, for the promotion and proper development of the Auctioneering profession; all to the end of elevating the professional image.
3.1 General Powers of Directors.
The powers of the Association shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the Board of Directors, except as otherwise provided by the law of Ohio, the Articles of Incorporation, or this Code. The Board shall have the power to assign and prescribe duties to the various officers of the Association. The fiscal year of the Association shall be fixed by resolution of the Board of Directors. The Board shall have the power to call membership meetings in addition to those meetings already provided for by this Code.
The Board of Directors shall order a review of the Association's books annually by the CPA firm filing the Association’s taxes and make this report known to the Association's membership at the regular membership meeting.
The Board of Directors shall determine the amount of money to be expended for all membership meetings, whether business or social, and shall further control and manage the financial and business management of all activities of the Association. Provided, however, that such management shall be in harmony and with the will and pleasure of the Association's membership.
The Board of Directors shall have a Long-Range Planning Committee, consisting of the Vice President, treasurer, and one appointee by the President. The Long-Range Planning Committee shall present annually to the Board of Directors any updates. This committee shall attempt to have a “Long Range Plan” of five years at all times.
3.2 Numbers and Qualifications.
The Association shall have a Board consisting of eleven (11) Directors. The Board of Directors shall consist of seven (7) elected members (each district represented along with three (3) at large, in addition to the President, Vice-President, Treasurer, Past President by 2015. One (1) past president shall serve the board for one (1) year immediately following their presidency as an ex-officio member. Beginning with the Annual Membership Meeting in 2015, three (3) Director terms will expire (SE, NE, SW) with the Total Active Membership electing one (1) At Large Director for a three (3) year term and one (1) At Large Director for a two (2) year term. Beginning in 2015 the position of President Elect will be eliminated. The current Vice President will remain in office for the year of 2015, making the total Board consist of eleven (11) members. At the Annual Membership Meeting in 2016, two (2) Director terms (NW, SW), one (1) At Large Director, as well as, the Vice President and the Treasurer will expire with the Total Active Membership electing a Vice President, a Treasurer, one (1) At Large Director and one (1) District Director (SW), making the total Board consist of eleven (11) members. At the Annual Membership Meeting in 2017, three (3) District Director’s will expire and three (3) District Director’s will be elected (SE, NE, NW) and one (1) at Large Director will be elected. Beginning in 2018 and subsequent years after, there will be two (2) District Director’s and one (1) At Large Director expires and two (2) District Director’s and one (1) At Large Director elected.
3.3 Compensation and Expenses.
The Directors shall not be entitled to any compensation for their services as Directors. A Director may serve the Association as an officer or in any other capacity, and may receive compensation, if any is provided for that office. Directors may be reimbursed for their reasonable expenses incurred in the performance of their duties, including the expense of traveling to and from meetings, if such reimbursement is authorized by a majority of the Board of Directors.
3.4 Elections of Directors and Term of Office.
The Directors elected shall serve no more than two consecutive three-year terms, which terms shall be staggered so that three (3) new Directors shall be elected each year. The Directors shall be elected by the members at a regular meeting or at any special meeting called by the Board of Directors. The Nominating Committee, with approval of the Board of Directors, shall nominate and recommend a slate of candidates for the vacant positions. Such candidates will be submitted at the annual membership meeting and the membership may make additional nominations from the floor for Director’s positions. The nominee receiving the highest number of votes cast in each of the three elections shall be elected to the Board of Directors. The Directors shall be, at all times, Association members in good standing. The State of Ohio shall be divided into four (4) districts for the purpose of electing Directors. Each district shall be represented by a minimum of one (1) Association member who resides in that district. The At Large Director must be any member that is in good standing with the Association. The four (4) districts shall consist of the following counties:
Of the seven (7) elected Directors, there shall be three (3) At-Large Director’s who shall represent all members of the Association. Directors shall not succeed themselves more than one (1) time.
3.5 Past President Advisory.
The board of directors shall consist of the immediate past president serving as ex-officio officer with non-voting rights. The immediate past president will chair the nominating committee and the hall of fame committee and is eligible to attend any board meeting in the calendar year immediately following their presidency. If for some reason the immediate past president could not serve as the past president advisory, the current president must conduct the nomination and hall of fame committee responsibilities.
Any Director may resign by giving written notice to the President or the Executive Director of the Association. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
3.7 Filling a Vacancy.
Board members are to attend A MINIMUM 50% of the board meetings. If the Board member fails to attend 50% of the board meetings without substantial reason, as deemed appropriate by the Board of Directors, the member will be deemed to have resigned and the position declared vacant. When a vacancy on the Board of Directors occurs through death, resignation, incompetency, removal, an increase in the number of Directorships, or otherwise, such vacancy or vacancies may be filled by a majority vote of the Directors remaining in office, but no such appointment shall become effective until the person so appointed shall have agreed in writing to be bound in all respects by this Code and an instrument bearing the acceptance of the person so appointed shall have been acknowledged by one or more of the existing Directors. The Directors may give consideration to geographical representation when filling any such vacancy.
The Board of Directors may adopt a Code of Bylaws (Bylaws) to govern the transaction of its business; the manner of calling, and the places and manner of holding its meetings; and any other matters which it determines to include therein; but no provision thereof may conflict with any provision of this Code or with the Articles of Incorporation.
3.9 Quorum and Manner of Acting.
A majority of the number of Directors fixed or established pursuant to Section 3.2 as of the time of any meeting of the Board of Directors must be present in person at such meeting in order to constitute a quorum for the transaction of business. The act of a majority of the Directors present in person at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present in person may adjourn a meeting from time to time until a quorum is obtained. Notice of any adjourned meeting need not be given. The Directors shall act only as a Board. Individual Directors shall have no power as such.
4.1 Number and Titles.
The officers of the Association shall be a President, Vice-president and a Treasurer. Only Active Members may be elected, and serve, as a Required Officer.
4.2 Election, Term of Office and Qualifications.
The Vice-President shall be chosen annually by a majority vote of the membership at a regular meeting or any special meeting called by the Board of Directors. The Treasurer shall be chosen every two (2) years by a majority vote of the membership at a regular meeting or any special meeting called by the Board of Directors. Beginning in 2016, at the time the newly elected Vice President takes office, the current Vice President shall become the new President. The Board of Directors shall nominate and recommend a slate of candidates for the position of Vice President and Treasurer. The recommended slate of candidates shall be submitted to the membership at the election meeting. Elections shall be held for each office, and the nominee receiving the highest number of the votes cast shall be elected. Each officer shall hold office until a successor shall have been duly chosen and qualified, or until death, or until he shall resign, or shall have been removed in the manner hereinafter provided. Any officer or agent provided for in this section need not be a Director of the Association. The same person may occupy, simultaneously, any two or more offices, as the Board of Directors shall deem expedient, except President. All officers shall be, at all times, Association members in good standing.
4.3 Additional Officers.
The Board of Directors may appoint such other officers or agents as the Association may require, including additional Vice-Presidents, Assistant Treasurers, or Assistant Secretaries, each of whom shall hold office for such period and have such authority and perform such duties as are provided in this Code or as the Board of Directors may delegate. The Board may delegate to any officer or committee the power to appoint and prescribe any such additional officers or agents. Any such officer or agent provided for in this section must be a member of the Association.
4.4 Consolidation of Offices.
If by majority vote the Board of Directors determines that the best interests of the Association so require, it may assign the duties of any officer or another officer. In the event of such assignment, the assignee officer shall have the duties, and must meet the requirements of office for both positions.
Any officer may be removed, either with or without cause, by a vote of the majority of the Board of Directors, at any meeting of the Board.
A vacancy in the office of any officer because of death, resignation, removal, or disqualification or for any other cause may be filled for the unexpired portion of the term by a majority vote of the Board of Directors.
The Board of Directors is not required to elect or appoint an officer for each office described in the Code, but may, at its discretion, leave offices unfilled.
The President shall be the chief executive officer of the Association, and shall have general supervision over the business of the Association and over other officers, subject however, to the control of the Board of Directors. If authorized by the Board of Directors, he may sign and execute, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by this code to some other officer or agent of the Association. In general, the President shall perform all duties incident to the office of the chief executive officer of the Association, and such other duties as from time to time may be assigned to him by the Board of Directors, subject to modification by the Board of Directors, the President may prescribe and assign duties to officers and employees of the Association whose duties are not otherwise defined.
The President shall preside at all membership meetings and decide all questions of order. She/He shall call special membership meetings and appoint committees as he deems necessary. She/He shall appoint a secretary for each committee, which secretary shall prepare all minutes and keep all records of committee actions and provide the Executive Director with copies of the same. She/He shall make no motion or offer neither amendment at any membership meeting, nor vote at any time, except she/he may vote during any election for any office, or in the event of a tie vote on any matter, she/he shall cast the deciding vote.
At the request of the President or in his/her absence or disability, the Vice President shall perform all the duties of, and be subject to all the restrictions upon the President. If authorized by the Board of Directors, the Vice-President may also sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by this Code to some other officer or agent of the Association; and shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the President.
4.9 Executive Director
The Executive Director shall:
(a) Prepare, certify and provide for the keeping of the original or a copy of this Code and deliver a copy of this Code to each new Director; a book of minutes of all meetings of all the Directors of the previous year and all items 1 through 13 on Exhibit A.; A record of the addresses of all members of the Association, their date of admission into membership, the class of membership that each holds, the date each member terminates his membership; and keep all other Association records. Perform all other duties outlined in the agreement between the Association and the Management Company of which the Executive Director is employed.
(b) See that all notices are given in accordance with the provisions of this code or as required by law, and carry on all of the correspondence of the Association.
(c) In general, perform all duties incident to the position and perform such other duties as from time to time may be assigned by the President or the Board of Directors.
(d) The Board of Directors may delegate to any agent the performance of such duties of the Executive Director as outlined in the Emergency Succession Plan that all members of the Executive committee shall have a copy of.
The Treasurer, and/or any agent to whom duties are delegated by the Board of Directors, only if required to do so by the Board of Directors, shall give a bond for the faithful discharge of his duties in such sum, and with such sureties, as the Board of Directors shall require. The Treasurer shall:
(a) Have charge of and custody of, and be responsible for all funds, securities and assets of the Association, and deposit all such funds in the name of the Association in such bank, trust company, or other depository as shall be selected by the Board of Directors.
(b) Keep and maintain adequate and correct accounts of the Association's properties and business transactions.
(c) Render a financial statement of the condition of the finances of the Association whenever required by the Board of Directors.
(d) Receive and make payment for monies due and/or payable to or by the Association from or to any source whatsoever.
(e) In general, perform all duties incident to the office of Treasurer and perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
(f) The Board of Directors may delegate to any agent the performance of such duties of the Treasurer as the Board of Directors may deem appropriate. Any such duties so delegated by the Board of Directors to such agent shall be performed under supervision of the Treasurer, or if the position of Treasurer is vacant, by a Director appointed by the Board of Directors and in a manner established by the Board of Directors.
4.11 Officers' Compensation.
The officers of the Association shall generally receive no compensation for their services, except that the Board of Directors may determine to authorize and pay such salary or compensation for officers as it deems appropriate. The Board of Directors may also authorize reimbursement to the officers for the expenses incurred while conducting business on behalf of the Association.
Eligibility of Members.
Any licensed auctioneer is eligible for membership in the association.
5.1 A Life Membership.
A lifetime membership of the Association may be purchased at the rate established by the Board of Directors.
5.1 B Auction Professional Membership.
Any person or company providing products or services to auctioneers may become an Auction Professional member of OAA. Auction Professional members shall pay annual dues as established by the Board of Directors and shall be entitled to all privileges of the association, excepting the right to vote or hold office.
5.1 C Retired Members.
To qualify for the category of retired membership, an applicant must meet all of the following requirements:
Retired members meeting the established criteria shall pay dues in an amount established by the Board of Directors and shall be entitled to vote at all membership meetings, but shall not be eligible to hold office.
5.1 D Auxiliary Members.
Any person that is a supporter of an auctioneer (who is a member of the Ohio Auctioneers Association) and who pays Auxiliary Membership dues is eligible for such membership subject to any rules as established by the Ohio Auctioneers Auxiliary.
Any person meeting the requirements of 5.1 may apply for membership if by past experience or otherwise said person has proven himself capable of pursuing the Auction Profession in a credible manner.
Any current member may present the name of a membership applicant to the Executive Director, if such applicant has signed an official application card. If the applicant pays his dues and other fees required of all other members, and if he otherwise meets the requirements of membership, then such applicant shall be deemed to be a member upon his payment of said dues and fees.
Except as provided in 5.4, members in good standing, who have paid their dues, shall be of equal standing and have the same rights and privileges as are accorded all other members. Each such member shall be entitled to one vote in all matters submitted to the general membership.
5.5 Annual and Regular Active Member Meetings.
In a location located in Ohio, the Association, (i) shall annually hold a meeting of the Active Members (the “Annual Active Members Meeting”; and (ii) may regularly hold meetings of Active Members (the “Regular Active Member Meeting”). The Board shall determine the date, time and location of any Annual Active Members Meeting or Regular Active Member Meeting.
Twenty-five members shall be necessary to constitute a quorum for any such membership meeting.
5.7 Abide by Code.
All members agree to be bound to abide by this Code or any amendment hereto and to be loyal to the Association and its individual members and to the best of their ability, work for the promotion and betterment of the Auctioneering Profession.
The annual dues of the Association shall be recommended by the Board of Directors and approved by the membership. The dues will become due and payable on the first day of January of each year, to the Treasurer, or other board appointee and will be considered delinquent if not paid by that date.
Any member may be expelled from the Association by a two-thirds vote of the members at any regular meeting. Any member will automatically be dropped from the Association for nonpayment of dues after a period of six months.
No individual shall be denied membership because of race, color, creed, religion, sex, ancestry, handicap, familial status or national origin.
6.1 Notice and Waiver of Notice.
Whenever any notice is required to be given to any Director or member by statute or by this Code, whether for a meeting or for some other purpose, it may be given personally or sent to each Director by telephone, mail, fax, e-mail or other form of written or verbal communication, directed to or addressed to the Director or member at the address of the Director or member as it is shown on the records of the Association. In case such notice is mailed, it shall be deemed given at the time when the same shall be deposited in the United States mail. Such mailing or electronic submission as herein provided shall be due legal and personal notice to such Director or member.
Whenever any notice is required to be given to any Director or member by this Code, whether of a meeting or for some other purpose, the Director or member may waive such notice in any manner; and a waiver or waivers in writing signed by or on behalf of the Director or member entitled to said notices, whether given before or after the meeting for which such notice is required to be given, shall be deemed equivalent to such notice and all such waivers shall be filed with the records of the Association.
7.1 Execution of Instruments.
The Board of Directors, except as provided otherwise in this Code, may authorize any officer, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to a specific instance; and unless this Code provides to the contrary or unless so authorized, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit and to render it liable for any purpose or in any amount.
No loans shall be contracted on behalf of the Association and no negotiable papers shall be issued in its name, unless and except as authorized by the Board of Directors. When so authorized in writing by the Board of Directors, any officer or agent of the Association may affect loans and advances at any time for the Association from any bank, trust company or other institution, or from any firm, corporation, or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences aforesaid, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Association, and pledge, hypothecate or be in or not opposed to the best interest of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a pleas of no contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Association, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
8.1 Discretion to Indemnify - Action on Right of Association.
The Board of Directors, for the Association, may indemnify or agree to indemnify, but shall not be required to do so, any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the Association, or is or was serving at the Association as a director, director, officer, employee, or agent of another corporation (including a subsidiary of this Association), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against expense, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made in respect of any claim, issue, or matter at to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association unless, and only to the extent that the court of common pleas, or the court in which such action or suit was brought shall determine upon application that, despite the adjudication or liability, but in view of all the circumstances of the case, such person may fairly and reasonably be entitled to indemnity for such expenses, as the court of common pleas or such other court shall deem proper, and if the Association determines to indemnify.
8.2 Mandatory Indemnification
To the extent that a director, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.1 of this Article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expense, including attorneys' fees, actually and reasonably incurred by him in connection therewith.
8.3 Standards for Indemnification.
Any indemnification under sections 8.1 and 8.2 of this Article shall be made by the Association only as authorized in the specific case upon a determination by the Board of Directors that it chooses to indemnify and upon a further determination that indemnification of the director, director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in section 8.1 and 8.2 of this Article. Such determination that the standards of conduct have been met shall be made (a) by a majority vote of a quorum of the Board of Directors of the Association, who were not and are not parties to or threatened with any such action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested Directors so directs, by a written opinion by independent legal counsel, other than an attorney or a firm having associated with it an attorney who has been retained by or who has performed services for the Association or any person to be indemnified within the past five years, or (c) by a majority vote of the members of the Association, or (d) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested Director under section 8.4 (a) or by independent legal counsel under section 8.4 (b) of this Article shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Association under section 8.2 of this Article, and within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.
8.4 Payment of Indemnification.
Expenses, including attorneys' fees, in defending any action, suit, or proceeding referred to in section 8.1 and 8.2 of this Article, may be paid, at the discretion of the Board of Directors, by the Association in advance of the final disposition of such action, suit, or proceeding, as authorized by the Directors in the specific case, upon receipt of a written undertaking by or on behalf of the director, director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Association as authorized in the Article. If a majority vote of a quorum of disinterested Directors so directs by resolution, said written undertaking need not be submitted to the Association. Such a determination that a written undertaking need not be submitted to the Association shall in no way affect the entitlement of indemnification as authorized by this Article.
The indemnification provided by this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles or this Code or any agreement, vote of members or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
The Association may, but is not required to, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Association, or is or was serving at the request of the Association as a director, director, officer, employee, or agent of another corporation (including a subsidiary of this Association), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under this Article.
8.7 Foregoing provisions
The foregoing provisions of this Article 8 do not apply to any proceeding against any director, investment manager or other fiduciary of an employee or member benefit plan in such person's capacity as such, even though such person may also be an agent of this Association. The Association may indemnify such named fiduciaries of its employee member benefit plans against all costs and expenses, judgments, fines, settlements, or other amounts actually and reasonably incurred by or imposed upon said named fiduciary in connection with or arising out of any claim, demand, action, suit or proceeding in which the named fiduciary may be made a party by reason of being or having been a named fiduciary, to the same extent it indemnities an officer or other agent of the Association. To the extent that the Association does not have the direct legal power to indemnify, the Association may contract with the named fiduciaries of its employee, or member benefit plans to indemnify them to the same extent as noted above. The Association may purchase and maintain insurance on behalf of such named fiduciary covering any liability to the same extent that it contracts to indemnify.
The Code, or any part hereof may be altered, amended or repealed at any meeting of the Directors by affirmative vote of a majority of all the Directors at such meeting. Notice of any proposed alterations, amendment or repeal of this Code, or any part hereof, shall be given to all Members within thirty (30) days prior to the meeting at which such proposed alterations, amendment or repeal shall be considered.
This Code of Regulation included amendments adopted and approved by the Board of Director of the Association on November 23, 2015.
This Code of Regulation includes amendments adopted and approved by the membership of the Association on January 19, 2014.
This Code of Regulation includes amendments adopted and approved by the membership of the Association on January 15, 2012.
This Code of Regulations includes amendments adopted and approved by the membership of the Association on June 10, 2002.
This Code of Regulations includes amendments adopted and approved by the Board of Directors on October 17, 1993.
This Code of Regulations includes amendments adopted and approved by the Board of Directors on June 10, 1990.
This Code of Regulation was adopted and approved by the membership of the Association on January 10, 1989.
This Code of Regulations includes amendments adopted and approved by the Board of Directors of the Association on October 9, 1988.
This Code of Regulations includes amendments adopted and approved by the Board of Directors of the Association on October 14, 1984.
This Code of Regulations was adopted and approved by the Board of Directors of the Association on March 14, 1982.