Bylaws and Code of Ethics
Tennessee Auctioneers Association Bylaws
Whereas, certain laws and regulations are necessary for the well-being of the Tennessee Auctioneers Association (TAA), in order to establish authority, define duty, maintain discipline, and fully promote the objective for which the Tennessee Auctioneers Association was chartered; therefore, we the members of the Tennessee Auctioneers Association adopt the following By-laws for our regulation and government and pledge ourselves to support our officers and directors in the discharge of their duties, and to readily submit to the legally expressed will of the majority.
ARTICLE I – NAME
Section I. (a) The name of this non-profit Corporation shall be the Tennessee Auctioneers Association (TAA).
(b) The location of the administrative offices of the Tennessee Auctioneers Association shall be designated by the Board of Directors.
ARTICLE II – MEMBERSHIP
Section 1. (a) Voting members of this Corporation shall be persons licensed as auctioneers or apprentice auctioneers in the State of Tennessee. Licensed or practicing auctioneers of other states may also become voting member.
(b) Each voting member in good standing shall have the authority to cast one vote on all matters coming before the Tennessee Auctioneers Association at a properly called meeting.
Section 2. (a) Support members of this association shall be persons associated with the auction profession who desire to attend TAA meetings and participate in programs.
(b) Support members in good standing shall have the right to attend all activities offered by the TAA but cannot cast votes on matters brought before the association and cannot hold office.
Section 3. (a) Each active and support member shall pay such dues and assessments set by the Board of Directors and approved by the membership.
Section 4. (a) Application for membership shall be made by written application to the Executive Director of the Association.
(b) The Executive Director of the Association shall have the authority to add members to the official membership roster if a proper application is submitted and dues are paid.
Section 5. (a) Any member may terminate his-her membership at any time by notifying the Executive Director in writing. The resignation of a member shall become effective the date the Executive Director of the Association received written notification.
(b) Any active member who loses or gives up his/her auction license shall be ineligible for active membership and will be automatically removed from the membership role. Active members desiring to retire their auction license or volunteering to give up their license for retirement or disability purposes may be granted active membership status by the Board of Directors.
(c) Active or Support members may be expelled by the Board of Director for cause such as non-payment of dues, for violation of the By-laws of the Corporation or for conduct not in the best interest of the Association. The Executive Director of the Association shall have the right and authority to remove a member from the membership role for non-payment of dues. Expulsion for all other causes will require a two-thirds vote by the Board of Directors. The Board of Directors shall send a notice of the charges levied against the member by registered mail at the members last known address. The notice shall be mailed at least 21 days prior to the meeting where charges are to be brought. The notice shall give the time and place where the member shall have an opportunity to be heard. By Accepting membership in the Corporation, members shall be deemed to have consented to the right of the Corporation to impose such disciplinary action.
Section 6. (a) Honorary memberships may be granted by the Board of Directors to non-members in recognition of services rendered on behalf of the Corporation.
(b) Honorary members shall not be entitled to vote or hold office and shall pay no dues.
ARTICLE III – BOARD OF DIRECTORS
Section 1. (a) The financial and general administrative function of the Corporation and Association shall be vested in a Board of Directors which shall have full power and authority to act for the Corporation. The Board shall be responsible to the Association and shall report to the membership at each properly called Association meeting.
(b) The Board of Directors shall approve a budget prior to the Annual meeting, to be effective January 1 of the following year and will be available to the membership at that time.
(c) The Board of Directors shall have the authority to spend up to $1,000 without any membership approval for any non-budgeted item or any line item in the operating budget.
Section 2. The Board of Directors shall consist of the elected Officers of the Association, The Past-President, Vice President, Secretary, and five (5) elected directors.
Section 3. (a) The term of office for the Directors shall be three (3) years or until their successors have qualified. A director may succeed himself/herself if so elected by the members of the Association.
(b) The immediate Past President shall automatically serve on the Board of Directors for a one (1) year term. One (1) new director shall be elected for each year by the membership to serve for three (3) years.
Section 4. In the event of a vacancy occurring on the Board of Directors, the remaining Directors shall appoint a successor to serve until the next election at which time the remainder of the terms shall be filled by the election process.
Section 5. (a) The immediate Past President of the Association shall automatically become a member of the board of directors.
(b) The Vice President of the Association shall automatically become President of the board of Directors and preside in the absence of the President. (Revised 6-8-14)
Section 6. The Board of Directors shall hold its meetings at a time and place designated by the President. The Board shall meet at the annual convention. The Board may meet at such other times as deemed necessary upon the call of the President or the request of a majority of the Board members. Special board meetings shall require a five (5) day notice.
ARTICLE IV – OFFICERS AND DUTIES
Section 1. The Officers of the Association shall be President, Vice President and a Secretary/Treasurer. The Office of President, Vice President and Secretary/Treasurer of the Association shall be at large. The officers shall be elected by and from the membership for a term of one year beginning at the time they are duly sworn at the annual convention until their successor is duly sworn to take their place at the following annual convention.
Section 2. The President shall be the principal executive officer of the Association and shall preside at all meetings. He shall perform all other duties as are provided for in the By-laws and such other duties usually assigned to such office.
Section 3. The Vice-President listed in Article V, Section 1, shall carry out such duties assigned them by the President and Board of Directors.
Section 4. The Executive Director shall have the custody of all of the records and funds of the Association. He/She shall keep an accurate record of the proceedings of the Corporation and report to the Board of Directors and membership at each meeting. He/She shall also have custody of all funds of the Association and shall provide an accounting to the membership at each meeting and at the request of the Board of Directors. The Secretary/Treasurer shall deliver all records of the Corporation to his successor in a timely manner.
Section 5. (a) All officers and directors shall serve without pay with the exception of the Secretary/Treasurer who may receive compensation as set and directed by the Board of Directors. Officers and directors may be reimbursed for expenses incurred while carrying on the business of the Association with prior approval by the Board.
(b) The Board of Directors has the authority to hire such employees that may be deemed necessary to carry on the business of the Association with the approval of the membership.
Section 6. Any vacancy in any office shall be filled by the Board of Directors.
ARTICLE V – COMMITTEES
Section 1. The President of the Association may appoint such committees necessary to carry out the business and future projects of the Association Committees shall be appointed for one year.
Section 2. Committees may file written reports that shall be attached to the written official minutes of the Association.
ARTICLE VI - NOMINATIONS OF OFFICERS
Section 1. The Nominating Committee of the Association shall be made up of all of the Past Presidents in attendance at the Annual Convention. The Nominating Committee shall nominate candidates for each vacant office and report to the membership at the proper time. The immediate Past President of the Association shall serve as chairman of the nominating committee and be responsible for its organization and shall prepare the report to be presented to the Association.
Section 2. Any active member of the Association in good standing may place the name of a candidate for any office in nomination when elections for the office are held.
Section 3. Any candidate for any office must be an active member in good standing with the Association.
ARTICLE VII – VOTES AND QUORUM
Section 1. Only active members of the Association in good standing shall be eligible to cast a vote.
Section 2. Election to office, action on any motion or resolution shall be by a majority vote taken from active members in good standing present at an official Association meeting.
Section 3. The election of all Officers and Directors shall take place at the annual Winter convention.
Section 4. A majority may be declared to do business if at least ten (10%) percent of the active members in good standing of the Association are present at a properly called meeting or represented by a proxy which shall be in writing.
Section 5. A majority of the members of the Board of Directors shall be required to carry out the business of the Association.
Section 6. Any active member in good standing may vote on any issue coming before the Association by written proxy. The proxy must state the exact issue being voted on and the name of the representative being appointed to vote the proxy along with the signature of the member submitting the proxy.
ARTICLE VIIl – DUES AND FINANCE
Section 1. Each active or support member of the Association shall pay such fees, dues, and/or assessments approved by a proper vote of the Board of Directors and approved by the membership at a properly called meeting.
Section 2. Late charges may be added to dues not paid on time.
ARTICLE IX – PROCEDURES
Section 1. Except as otherwise provided herein, Robert’s Rules of Order shall govern in any question of parliamentary procedure.
Section 2. The President may appoint a knowledgeable member to serve as Parliamentarian for properly called meetings.
ARTICLE X – DISSOLUTION
Section 1. The Association may be dissolved by an affirmative vote of three-fourths (3/4) of the membership in good standing at a properly called meeting called for the specific purpose of dissolution. The Dissolution shall be effective ninety (90) days after such vote is taken and provided all outstanding obligations of the Corporation have been paid.
Section 2. In the event of dissolution of the Corporation, its surplus funds and other assets shall be conveyed to the National Auctioneers Association Foundation.
ARTICLE XI – AMENDMENTS
Section 1. Proposed amendments to these By-laws and the Charter, if approved by a majority of the Board of Directors, shall be referred to the members of the Association at a properly called meeting with notice of the proposed change given in writing to each member at least 21 days in advance of the meeting.
Section 2. Any amendment to the By-laws shall require a two-thirds (2/3) vote of the members present at a properly called meeting.
Section 1. The reference to Association in these By-Laws also refers to the legal Corporation that is operated for the benefit of the Tennessee Auctioneers Association.