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OSAA BYLAWS

Article I – Offices

The office of the corporation shall be 10940 SW Barnes Rd #295, Portland Oregon, 97225. The corporation may establish other offices as may be determined by the Board of Directors.

Article II - Membership

1. There shall be six (5) classes of members as follows:

(a) Active Members.
Individuals whom the seller engages to direct, conduct or be responsible for a sale by auction shall be eligible for Active Membership in this Association.

(b) Associate Members.
Individuals who are employees of Active Members, but who are not auctioneers, shall be eligible for Associate Membership in this Association.

(c) Affiliate Members.
Individuals not engaged in the auction business who have an interest in the auction industry and are in agreement with the objectives of the Association shall be eligible for Affiliate Membership in this Association.

(d) Retired Members.
Any Active Member who is of the age of 65 years or older and conducts 6 or less auctions per year shall be eligible for Retired Membership in this Association.

(e) Honorary Members.
Honorary Membership may be granted by the Board of Directors to Members and non-members in recognition of any outstanding service rendered for or in behalf of this Association or the auction profession. Honorary Members shall not be permitted to pay dues.

2. Qualifications.

(a) Application shall be made in such manner and form as may be prescribed by the Board of Directors.

(b) Active Members.
An applicant for Active Membership shall be eligible for Active Membership provided that he or she affirms, that I solemnly swear (or affirm) that I will faithfully conform to the Articles of Incorporation, Bylaws, and Code of Ethics of the Oregon State Auctioneers Association, as the same may be amended from time to time.

(c) Associate Members.
An applicant for Associate Membership shall be granted such membership upon showing that the applicant meets the requirements of Article II,1(b).

(d) Affiliate Members.
An applicant for Affiliate Membership shall be granted such membership upon a showing that the applicant meets the requirements of Article II,1(c).

(e) Retired  Member.
An applicant for Retired Membership shall be granted such membership upon a showing that the applicant meets the requirements of Article II,1(d).

(f) Members, other than Honorary Members, shall be elected by the Board of Directors, provided that the Board of Directors may delegate its authority to act on membership applications to the President and Executive Vice President.

3. Dues.

(a) Annual Dues. Annual dues for Active, Associate, Affiliate, and Retired Members shall be such as are established by the Board of Directors and shall be payable in advance. Honorary Members shall not be required to pay dues.

4. Vote.

Active and Retired members shall be entitled to vote in person in all meetings of members. Honorary, associate, and affiliate members shall not be entitled to vote. No member who is not present at a meeting shall be permitted to vote by proxy or otherwise.

5. Annual Meeting.

The annual meeting of Active Members shall be held during, and at the same place as, the annual convention of the Association, at such time and place as shall be designated in a notice mailed to all Active Members, or published as hereinafter provided, for the election of elective officers and directors and for the transaction of such other business as may come before the meeting. If the election of officers and directors shall not be held on the day designated herein for any annual meeting of Active Members, or any adjournment thereof, or should such election not take place within sixteen (16) months following the last annual election, the Board of Directors shall cause the election to be held at a special meeting of Active Members as soon thereafter as conveniently may be.

6. Special Meetings.

Special meetings of the Association for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the written request of ten percent (10%) or more of the Active Members of the Association. Only those items specified in the request for a special meeting may be considered at such special meeting.

7. Place of meeting.

Any annual meeting may be held either within, or without, the State of Oregon. The place of meeting shall be designated by the Board of Directors.

8. 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 to each voting member of the Association, or published in a publication designated by these Bylaws as an official publication of the corporation, not less than ten (10) nor more than fifty (50) days before the date of the meeting. Such notice shall be deemed to be delivered when deposited in the United States mail by the corporation, with postage thereon prepaid.

9. Those individual members present shall constitute a quorum for the transaction of business at any meeting of the members.

A majority of the members present may adjourn the meeting to a subsequent time, without further notice. A meeting of members at which quorum is present, may be adjourned by vote of a majority of the members, 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.

10. Termination of Membership.

(a) Non-Payment of Dues.
Should any member fail to pay dues when due as specified by the Association billing, the membership of such member shall automatically terminate forthwith. Such membership may be automatically reinstated by payment of such delinquent dues and all subsequent dues made to the date of the members reinstatement, within one year following the first delinquency in payment; thereafter such member shall be admitted only upon election as a new member.
(b) Resignation.
Any member may resign from the Association by written notice.
(c) Suspension, Reprimand, Expulsion.
A member may be suspended, reprimanded, or expelled from the Association if he or she has been found to have violated the Code of Ethics of the Oregon State  Auctioneers Association, the Articles of Incorporation or these Bylaws. No such action shall be taken against any member until the member shall have been given written notice of the charges against him or her and have been granted a hearing before the Board of Directors regarding such charges. The decision of the Board of Directors in such regard shall be final.

11. Rights of Members.

The right of a member to vote on or participate in any activities of the Association shall cease on termination of his or her membership.

Article III - Directors

1. General Powers.

The business and affairs of the corporation shall be managed by its Board of Directors.

2. Number of Directors, Election and Term of Office.

The Board of Directors shall consist of the President, Vice President, Secretary/Treasurer, and five (5) Directors, who will be the immediate past president, and four (4) who are elected annually. The President, Vice President and Treasurer shall hold office as Directors so long as they hold their respective positions as elected officers of the corporation. The term of office of the elected Director shall be for two (2) years.

3. Regular Meetings.

There shall be at least two regular meetings of the Board of Directors annually, the first to be held immediately after the annual meeting of the members, and which shall be known as the organizational meeting; the other regular meetings shall be scheduled at the organizational meeting subject to change by a majority vote of the Board of Directors. Notice of such regular meetings shall be given at least thirty (30) days prior to such meetings.

4. Special Meetings.

Special meetings of the Board of Directors may be called by, or at the request of the President or any four (3) Directors. The President shall designate the time and place for any special meeting which has been duly called which may be within or without the State of Oregon.

5. Notice.

Notice of any special meeting shall be given by mail ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was lawfully called or convened. Only those items of business set forth in the Notice of any special meeting may be conducted at said special meeting.

6. Quorum.

A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. But if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

7. Manner of Acting.

The act of the majority of all the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Except as provided in Section 11 of this Article III, absent directors shall not be permitted to vote by proxy.

8. Absence from Meetings.

Absence from three (3) consecutive meetings of the Board of Directors by an elected Officer or Directors without an excuse deemed valid by the Board of Directors may be construed as resignation from the office or directorship and the office and directorship may be declared vacant by the Board of Directors.

9. Vacancies.

Vacancies among the Officers and Directors of the Association shall be filled by a majority vote of a quorum of the Board of Directors and the Officer or Director so chosen shall be appointed for the unexpired term of his or her predecessor in office.

10. Presumption of Assent.

A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

11. Dispensing with Meetings.

Whenever the vote of the Board of Directors at a meeting thereof is required to be taken in connection with any corporate action, the meeting of the Directors may be dispensed with and the corporate action may be carried forward if each Director consents in writing to a written vote on the action without a meeting of the Directors, and if a majority of the entire Board files with the Secretary, written votes in favor of the corporate action being taken.

Article IV - Officers

  1. The elective Officers of the corporation shall be the, President, Vice President immediate Past President and Treasurer. In the absence of the President, the Vice President shall perform his or her duties. The corporation shall also have a Secretary who shall be appointed by and serve at the pleasure of the Board of Directors.
  2. Election and Term of Office.
    The elective officers of the corporation shall be elected at the annual meeting of the membership. In order to be eligible to hold the office of President, Vice President or Treasurer, a member must have previously served a full term on the Board of Directors. The Vice President shall succeed to the office of President if otherwise qualified and available to serve. All officers shall serve for one (1) year or until successors are elected and qualify, except that the Treasurer shall serve for two (2) years or until a successor is elected and qualifies.
  3. Duties of Officer.
    The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them, respectively, by the Board of Directors from time to time, and such as are required by law
  4. Vacancies.
    Vacancies among the officers of the Association shall be filled by a majority vote of a quomm of the Board of Directors and the officers so chosen shall serve the unexpired term of the office for which he or she has been appointed. Vacancies by the officers, other than the President, need not be filled if the Board of Directors do not deem it advisable to fill the vacancy for the remainder of the term.

Article V - Fiscal Year
The fiscal year of the corporation shall end on December 31 of each year hereafter.

Article VI - Waiver of Notice
Whenever any notice is required to be given to any member or Director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of applicable law, a waiver thereof in writing, signed by the member or Director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article VII - Code of Ethics
The Board of Directors shall adopt, and may amend from time to time, a Code of Ethics which shall be binding upon each member of the corporation.

Article VIII- Official Publication
The official publication of the corporation shall be The Oregon State Auctioneer which shall be published 2 times each year.

Article IX - Annual Convention
The time and place of the annual convention shall be determined by the Board of Directors.

Article X - Amendment of Bylaws
The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of the Corporation by affirmative vote of two-thirds (2/3rds) of the members of the Board of Directors present at a meeting at which a quorum is present, provided, however, that notice of the proposed action has been given to the membership by publication in The Oregon State Auctioneer  at least thirty (30) days prior to the meeting at which such action is taken and to the individual members of the Board of Directors with the notice of the meeting.

Article XI- Exempt Activities
Notwithstanding any other provisions of these Bylaws, no member, Director, Officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) of the Internal Revenue Code and its regulations pertaining thereto as they now exist or as they may hereafter be amended.

Article XII - Committees

1. Committees.

The President, with the approval of the Board of Directors, may appoint committees as he or she deems advisable. The President shall be an ex-officio member of all committees.

2. Duties of Committees.

Committees shall have such duties as their title indicates, and as the Board of Directors may assign. All actions of committees shall be subject to approval by the Board of Directors.

3. Procedure for Grievance Committee.

Upon receipt of a written complaint alleging that a member has violated the Code of Ethics, Bylaws or Articles of Incorporation of the Association, the President shall forward a copy of such written complaint to the accused member and request that the accused member forward a response in writing to such charges. The complaint and the written response, if any shall be forwarded by the President to the Grievance Committee, which shall thereafter make a written report to the Board of Directors concerning said complaint including a recommendation to the Board of Directors stating whether there is a reason to believe that such member has engaged in conduct in violation of the Code of Ethics, Articles of Incorporation or Bylaws. The Board of Directors shall thereafter review the complaint, response and recommendation of the Grievance Committee and, if the Board of Directors determines that there is not reason to believe that a violation of the Code of Ethics, Articles of Incorporation or Bylaws has taken place, then said complaint shall forthwith be dismissed without hearing. If the Board of Directors determines that there is reason to believe that a violation has taken place, then the Board of Directors shall set such matter for hearing and invite the accused member, who may be represented by counsel, to attend such hearing.

In the conduct of the hearing, the parties may introduce such documentary evidence and present such testimony of witnesses, swom by the President, as the Board of Directors shall reasonably deem relevant to the issues and both sides of the controversy shall be accorded a full opportunity to be heard. At the conclusion of the hearing, the Board of Directors, as soon as it is practicably possible, but not later than two (2) weeks thereafter, shall consider the evidence and render a written opinion and decision, the Board of Directors may find the charges unfounded to have engaged in unethical conduct or violation of the Code of Ethics, Articles of Incorporation or Bylaws.

Article XIII - Order of Business

1. Rules of Order.

Except as otherwise provided in the Articles of Incorporation or these Bylaws, the latest edition of ROBERT RULES OF ORDER shall determine procedure in all meetings of the members and the Board of Directors.