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September 2021 Meeting Minutes

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July 2021 Meeting Mintues

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Bylaws (Updated 2019)

Bylaws

Wisconsin Auctioneers Association, Inc.

 

ARTICLE I-Offices, Registered Agent

Section 1. Principal Office. The Corporation shall maintain a principal office in the State of Wisconsin. The Corporation may have such other offices, either within or outside of the State of Wisconsin, as may be designated from time to time by resolution of the Board of Directors (hereinafter called the “Board”).

Section 2. Address of Registered Agent. The corporation shall maintain a registered agent in the State of Wisconsin whose address may be, but need not be, identical with the principal office of the corporation. The identity and address of the registered agent may be changed from time to time by notifying the Wisconsin Secretary of State pursuant to the provisions of the Wisconsin Statutes.

 

ARTICLE II-Membership

Section 1. Classes of Members. The corporation shall have the following classes of members: VOTING MEMBERS:

(a) Auctioneer Members. There shall be one class of members, which shall be known as Auction Professionals, shall be entitled to voting rights as described in Section 5(a) of this Article and other privileges as described in Section 5(b) of this Article.  They will be required to affirm the following: “I solemnly swear (or affirm) that I will faithfully support its objectives, comply with the WAA Code of Ethics and pay the established dues.”

Qualifications: The Board of Directors approves membership into WAA to those working within the auction industry and may delegate its authority to act on membership applications to the Executive Board. (revised 1/27/14).

(b) Auction Company Members. Auction company members shall be those auction companies presently licensed to conduct auctions in the State of Wisconsin. Auction company members shall be entitled to voting rights as described in Section 5(a) of this Article and other privileges as described in Section 5(b) of this Article.

(c) Honorary Members. Honorary membership may be granted by the Board to members and nonmembers in recognition of any outstanding service rendered for or on behalf of this Corporation or the auction profession. Honorary members shall not be required to pay dues. An honorary member shall be entitled to vote if he/she was a member in good standing at the time of his/her election as an honorary member.

(d) Life Members. Life membership shall be available to those members who have reached the age of 75 for a one-time dues payment of $250. A life member shall not be required to be a Registered Wisconsin Auctioneer if no longer conducting auctions but must have
previously been a Registered Wisconsin Auctioneer. Life members shall be entitled to voting rights as described in Section 5(a) of this Article and other privileges as described in Section 5(b) of this Article.

 

NON-VOTING MEMBERS:

(e) Trade Members. Trade members shall be those persons, firms or corporations engaged in any related business or business endeavor having a relationship of a general nature with the business conducted by auctioneer members. Trade members shall not be entitled to vote on any matters, except as may otherwise be required by law.

Section 2. Qualification. Members specified in Sections 1 (a) and 1 (b) shall have paid, and continue timely to pay, dues determined by the Board from time to time. Members shall be in “good standing” as long as they are current on the payment of their dues and are not in violation of the Code of Ethics of this Corporation.  Application for membership shall be made on application in the form prescribed by the Board and shall include a signed statement that the applicant will uphold the Code of Ethics of the Corporation. Membership shall be from January 1 to December 31 of the year.

Section 3. Dues. The Board may, at any meeting of the Board, fix, change, amend or adjust the dues applicable to the classes of members enumerated in these Bylaws, without amending the Bylaws.  Dues of members joining after June 1 shall be prorated in the second year of membership.

Section 4. Termination and Reinstatement of Membership.

(a)  The failure of a member to pay dues within 60 days after such dues or assessments shall become due and payable or to meet other qualifications required for membership shall result in membership being automatically terminated.

(b)  In addition, any member may be reprimanded, suspended, or expelled from membership by the vote of two-thirds (2/3) of the directors then in office. Violation of the Code of Ethics, revocation of Wisconsin auctioneer license, or found guilty of criminal
activity in a court of law is prima-facie cause for reprimand, suspension, or expulsion. The manner in which violations of the Code of Ethics are handled shall be determined by the Board.

(c)  In addition, the membership of an individual shall terminate upon the death of the member, and the membership of an entity

shall terminate upon the dissolution of the entity.

(d)  Reinstatement of any member after suspension, revocation or termination shall be by the affirmative vote of two-thirds (2/3) of the directors then in office. Reinstatement may be upon such special terms and conditions as the Board may determine.

Section 5. Privileges of Membership.

(a) Voting. Each auctioneer member who has paid dues and is otherwise in good standing shall have one vote upon each matter submitted to a vote at any meeting of the corporation, annual or special. Each auction company member shall have one vote at any meeting of the Corporation, annual or special, by a designated representative who shall not be one and the same as a voting auctioneer member, i.e., the vote of an auction company cannot be cast by a voting auctioneer member from his/her auction company.

With respect to the election of directors, each voting member/auction company representative entitled to vote shall cast one (I) vote for as many different positions as there are vacancies to be filled. Voting shall be by secret ballot unless all members present at the meeting waive such requirement. Proxy voting may be allowed provided he/she is present at any part of the conference or meeting where an election is to take place. Absentee voting shall not otherwise be allowed. Associate and trade members shall not have voting privileges. An honorary member shall not be entitled to vote unless he/she was a member in good standing at the time of his/her
election as an honorary member. Majority rules on all votes with one exception. (See Article III, Section 3(a) Method of Election.)

 

(b) Other Privileges. Other membership privileges include participation in various activities, including the convention, winter seminar, and other programs and publications of the Corporation as may be designated from time to time by the Board.

Section 6. Annual Meeting. The annual meeting for the purpose of electing directors and the transaction of such other business as may come before the meeting shall be held during the annual convention each year at such time and place as the Board may
determine.

Section 7. Semiannual Meeting. A semiannual meeting of the members, for the transaction of such business as may come before the meeting, may be held as prescribed by the Board.

Section 8. Special Meetings. Special meetings of the members may be held at any time and place for any purpose or purposes, unless otherwise prescribed by statute, on call of the president, Board, or secretary on the written request of not less than one-third (1/3) of all members of the Corporation entitled to vote.

Section 9. Place of Meetings. Any annual, semiannual, or special meeting shall be held within the State of Wisconsin as set by the president or Board. The place and time of meeting shall be designated on the notice thereof.

Section 10. Notice and Waiver of Notice.

(a) Notice. Notice of any meeting shall be given by oral or written notice delivered to each member not less than 10 days nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or other officer or
persons calling the meeting to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the
Corporation, with postage thereon prepaid. If sent by facsimile or other electronic media, such notice shall be deemed given when confirmation of transmittal is obtained by the sender. The purpose of and the business to be transacted at any special meeting of the members shall be specified in the notice or waiver of notice of such meeting.

(b) Waiver of Notice. Whenever notice is required to be given under the provisions of Ch.181, Wis. Stats. or under the provisions of the Articles of Incorporation or Bylaws of the Corporation, a waiver thereof in writing, signed at any time by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 11. Quorum and Manner of Acting. Ten percent of the voting members of the Corporation present in person shall constitute a quorum for the transaction of business at any meeting of members. The vote of a majority of the members entitled to vote
represented at a meeting at which a quorum is present in person shall be the act of the members, unless the act of a greater number is required by Ch. 181 Wis. Stats, or Articles of Incorporation or Bylaws of the Corporation. Though less than a quorum of the members is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice.

Section 12. Conduct of Meetings. The president and in his/her absence, the president-elect and in his/her absence, the vice-president, and in their absence any person chosen by the members present shall call the meeting of the members to order and shall act as chair of the meeting. and the secretary of the Corporation shall act as secretary of all meetings of the members, but, in the absence of the secretary, the presiding officer may appoint any other person to act as secretary.

Section 13. Presumption of Assent. A member of the Corporation who is present at a meeting of the members, or a committee thereof, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such member’s dissent shall be entered in the minutes of the meeting or unless such member shall file a 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 member who voted in favor of such action.

 

ARTICLE III-Board of Directors

Section 1. General Powers. The affairs of the Corporation shall be managed by its Board. Section 2. Number and Qualifications of Directors.

(a)  The number of directors shall be 11 including the president, president-elect, vice president, treasurer, immediate past president, and six directors. No amendment of this section shall reduce the number of directors to less than the number required by the
Wisconsin Nonstock Corporation Law, which at the time of adoption of these amended and restated Bylaws is three.

(b) The directors specified in this Section 2 shall at all times be auctioneer members in good standing and licensed to conduct auctions in the State of Wisconsin.

Section 3. Election and Term.

(a) Method of Election. Officers and directors, other than the president and the immediate past president, shall be elected by the voting members at the annual meeting of the members. The president-elect shall automatically succeed to the office of president (ARTICLE IV, Section 2). Nominations for officers and directors shall be made by a nominating committee. Additional nominations may be made by the membership at the annual meeting. Candidates must be present in person or by written, signed acceptance prior to the time of election.  The presiding officer shall appoint three ballot clerks who shall count the ballots and report the results to the presiding officer, who shall in turn report the results to the membership. If the results are five votes or fewer, the presiding officer shall appoint three different ballot clerks to recount the ballots and report the results to the presiding officer, who shall in turn report the results to the membership. Voting will continue until a candidate receives a MAJORITY VOTE. If the presiding officer calls for a final vote and it results in a tie, the presiding officer shall exercise his/her voting right.

When three or more choices for a position are possible, the winners shall be determined by PLURALITY VOTE as set forth in Robert’s Rules of Order New Revised 10th Edition. If the voting results in a tie, the presiding officer shall exercise his/her voting right.

(b) Term of Office. Directors shall hold office immediately following the annual meeting at which they are elected for a term of three (3) years, or until their successors have been elected and qualified. Any director who has served for two (2) full terms shall be ineligible for reelection for a period of one (1) year immediately following expiration of the term.

Section 4. Resignation. A director may resign at any time by filing a written resignation with the secretary of the Corporation. Failure of a director to attend three (3) consecutive meetings of the Board shall be deemed to be a resignation by the director.
Section 5. Removal. A director may be removed from office with or without cause by the vote of 2/3 of the members of this Corporation at a regular meeting or at any special meeting called for that purpose.

Section 6. Vacancies. In the event a vacancy occurs in the Board from any cause, including an increase in the number of directors, interim director(s) shall be elected by the directors until the next succeeding election.

Section 7. Annual Meeting. The annual meeting of the Board shall be held immediately after and at the same place as the annual Membership meeting at such time as the Board may determine, for the purpose of appointing committees and transacting such
business as may come before the meeting. No notice of such meeting need be given.

Section 8. Regular Meetings. The Board shall meet as often as it determines necessary for the administration of the business affairs of the Corporation.

Section 9. Special Meetings. Special meetings of the Board may be held at any time and place for any purpose or purposes, unless otherwise prescribed by statute, on call of the president or secretary, the secretary on the written request of any three (3) directors.
Section 10. Meetings by Consent. Meetings of the Board may be held at any time or place where all the directors are present and consent to the holding of such meetings.

Section 11. Attendance by Members. All Board meetings shall be open to members, except that the Board may act by majority vote to meet on specific matters in closed (executive) session. A member may speak at a Board meeting, but only when specifically recognized by the presiding officer and only on the subject matter under discussion or that subject for which the member has previously requested recognition. The member is entitled to rebuttal only at the discretion of the presiding officer.

Section 12. Meetings by Phone or Electronic Technology.

(a) Any or all directors may participate in a regular or special meeting of the Board or a committee by, or conduct the meeting through the use of, telephone or any other means of communication by which either:
      (i) all participating directors may simultaneously hear each other during the meeting or
      (ii) all communication during the meeting is immediately transmitted to each         participating director, and each participating director is able to immediately send messages to all other participating directors.

(b) If a meeting is conducted through the use of any means described in subsection (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means
described in subsection (a) is deemed to be present in person at the meeting.

Section 13. Notice and Waiver of Notice.

(a) Notice. Notice of the date, time, and place of any annual or special meeting of the Board shall be given by oral or written notice delivered personally to each director at least twenty-four (24) hours prior thereto, or by written notice mailed, sent by facsimile or
electronic mail, or telegraphed to each director at his/her business address at least 48 hours prior thereto, unless a different time shall be provided by Ch. 181 Wis. Stats. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail

so addressed, with postage thereon prepaid. If sent by facsimile or other electronic mail, such notice shall be deemed given when confirmation of transmittal is obtained by the sender. If such notice is given by telegram, it shall be deemed to be delivered when the de-ram is delivered to the telegraph company. The purpose of and the business to be transacted at any special meeting of the Board shall be specified in the notice or waiver of notice of such meeting.

(b) Waiver of Notice. Whenever any notice is required to be given under the provisions of Ch.   181 Wis. Stats. or under the provisions of the Articles of Incorporation or Bylaws of the Corporation, a waiver thereof in writing, signed at any time by the person if person entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting call constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 14. Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, 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.

Section 15. Manner of Acting. The act of a majority of the directors’ present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by Ch. 181 Wis. Stats., Articles of Incorporation or Bylaws of the

Corporation.

Section 16. Action by Written Consent. Any action required by the Articles of Incorporation or Bylaws of the Corporation, or any provision of law, to be taken at a meeting, or any other action, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.

Section 17. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board, or a committee thereof, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file a 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.

Section 18. Compensation. Directors of the Corporation shall not receive compensation for serving as directors or for providing other personal services to the Corporation. Directors may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board.

Section 19. Committees

(a) Executive and Other Committees. The president shall appoint, with the approval of the Board, such committees as deemed necessary for the operation of the corporation’s program. Said committees shall be vested with powers and duties, not inconsistent with subsection (b) hereof or any existing delegation of power, as may be provided in the appointment of such committee as initially adopted or as thereafter supplemented or amended by further act of the Board. Each committee shall consist of at least one director, with the exception of the executive committee which shall consist of the officers and registered agent (executive director), if one.

When deemed in the best interest of the association, the president may appoint, with board approval, additional member(s) to serve on the executive committee. Said member(s) shall have full voting rights on matters coming before the executive committee and/or board of directors. Additionally, the executive committee shall have and may exercise, when the Board is not in session, all of the powers of the Board in the day-to-day management of the business and affairs of the Corporation.

(b) Non-delegable Powers Alternate Members; Rules of Committees. No committee shall be empowered to act in lieu of the entire Board in respect to election of officers or the filling of vacancies on committees created pursuant to this Section 19. Any director who is not a member of a given committee may be an alternate and may take the place of any absent member at any meeting of such committee, upon request of the president or the chairman of such meeting. Each committee shall adopt its own rules governing the conduct of its activities, not inconsistent with rules promulgated by the Board, and shall make such reports to the Board of its
activities as the Board may request. All rules, regulations and recommendations adopted by any committee are subject to approval of the Board.

Section 20. Conflict of Interest.

(a) Each director shall disclose to the Board any duality of interest or possible conflict of interest whenever the duality or conflict pertains to a matter being considered by the Board.

(b) Any director having duality of interest or conflict of interest on any matter shall abstain from voting on the matter and shall not be counted in determining the quorum for the vote on the matter. In addition, he/she may be excused from the meeting and he/she shall not use his/her personal influence on the matter but may state his/her position on the matter and may answer pertinent questions from other directors since his/her knowledge may be of assistance.

(c) The minutes of the meeting involving any such situation shall reflect that a disclosure was made, the abstention from voting, and the quorum situation.

(d) If a director is uncertain as to whether he/she has a duality or conflict of interest which requires abstention, or if a director asserts that another director has such a duality or conflict, the Board, by majority vote of those present other than the director having the possible conflict, shall decide whether abstention is required. If so, the director will be deemed to have abstained.

 

ARTICLE IV-Officers

Section 1. Number. The principal officers of the Corporation shall be the immediate past president, president, president-elect, vice president and treasurer. Officers shall be members of the Board. The Corporation shall also have a secretary who shall be appointed to serve at the pleasure of the Board. The treasurer may be the secretary of the Corporation.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected by the members at the annual meeting.  Each officer shall hold office from immediately following the annual meeting at which they are elected for a term of one year, with the

exception of the treasurer who shall hold office for a term of two years, or until a qualified successor is elected upon expiration of the term of that officer, or until that officer’s death, or until that officer shall resign or shall have been removed in the manner hereinafter ‘provided. In order to be eligible to hold the office of president, president-elect or vice president, a member must have previously been on the Board. Directors shall complete the term of office to which they were elected or appointed before they are eligible to run for an office. The president-elect shall succeed to the office of president if otherwise qualified and available to serve.
Section 3. Removal. Any officer may be removed by two-thirds vote of the membership, whenever in its judgment the best interests of the Corporation will be served thereby, at a regular or special meeting called for that purpose. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

Section 5. Duties

(a) President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. The president shall preside at all meetings of the members and all meetings of the Board. In general, the president shall perform all duties incident to that office, and such other duties as may be prescribed by the Board from time to time.

(b) President-Elect shall discharge the duties of the president in the event of absence or inability for any cause whatever. The president-elect shall perform such other duties as from time to time may be assigned by the president or the Board. The president elect may by his/her election have charge and supervision of portions of the Corporation’s affairs as designated by the Board.

(c) Vice President shall perform the duties of the president and president-elect in their absence or inability to act, and when so acting shall have all the powers of and be subject to all the restrictions upon the president and president-elect. The vice president shall perform such other duties as from time to time may be assigned by the president or he Board. The vice president may by his/her election have charge and supervision of designated portions of the Corporation’s affairs as designated by the Board.

(e) Secretary (Section 1 above) shall keep a correct and complete record of all proceedings of the Corporation, including that related to the election of officers and directors, and a record of the names and place of residence of all members since organization of the Corporation and perform corporate acts set forth in Article VIII, Section 1.

(f) Treasurer. If required by the Board, the treasurer shall give a bond for the discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine, the cost of which is to be paid by the Corporation. The treasurer shall keep and account for all monies, credits and property of the Corporation which shall come into his/her hands and keep an accurate account of all money received and disbursed. The treasurer shall make such statements as corporations are required to make by the laws of the State of Wisconsin. He/she shall have custody of all the funds and securities of the Corporation. Whenever necessary and proper, he/she shall endorse on behalf of the Corporation, all checks, notes or other obligations and evidence of the payment of funds arising therefrom, together with all other funds of the Corporation coming into his/her possession, and deposit in such bank(s) as may be selected as depositories of the Corporation, or properly care for them in such manner as the Board shall direct. The treasurer shall sign all checks and other instruments drawn on or payable out of the funds of the Corporation and all bills, notes, and other evidence of indebtedness of the Corporation not requiring the seal of the Corporation. Whenever required by the Board, he/she shall exhibit a true and complete statement of the cash account, the securities and other funds in his/her possession, custody, or control. He/she shall at all reasonable times within business hours exhibit the Corporation books and accounts to any director and shall in general perform all duties incident to the office of treasurer of a Corporation, subject to the Board. The treasurer shall perform such other duties as may be prescribed from time to time by the Board and these Bylaws. The treasurer shall perform corporate acts set forth in Article VIII. Sections 2 and 3.

Section 6. Delegation of Duties. The Board may delegate the duties of such officer to any other officer or director. The duties of the secretary and treasurer may be assigned by the Board to an agent.

Section 7. Compensation. Officers of the Corporation shall not receive compensation for serving as officers or for providing other personal services to the Corporation. However, officers may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board.

 

ARTICLE V-Indemnification

Section 1. Mandatory Indemnification. The Corporation shall, to the fullest extent permitted or required by Sections 181.041 to 181.053, inclusive, of the Wisconsin Nonstock Corporation Law (“Statute”), including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than prior to such amendment), indemnify its directors and officers against any and all liabilities, and advance any and all reasonable expenses, incurred thereby in any proceeding to which any director or officer is a party because such director or officer is a director or officer of the Corporation. The Corporation may indemnify its authorized agent and/or employees acting within the scope of their duties as such, to the same extent as directors or officers hereunder. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses which such director or officer may be entitled under any written agreement, board resolution, vote of the members, the Statute or otherwise. All terms used in this Article V and not otherwise defined herein shall have the meaning set forth in Ch.181.041 Wis. Stats.

Section 2. Permissive Supplementary Benefits.  The Corporation may, but shall not be required to supplement the foregoing right indemnification against liabilities and advancement of expenses under Section 1 of this Article by (a) the purchase of insurance on behalf of any one or more of such directors, officers, agents or employees, whether or not the Corporation would be obligated to indemnify or advance expenses to such director, officer, employee or agent under Section 1 of this Article, and (b) entering into individual or group indemnification agreements with any one or more of such directors or officers.

Section 3. Private Foundations. Notwithstanding the foregoing, whenever the Corporation is a private foundation as defined in I.R.C. Section 509(a), it shall not make any indemnification which would give rise to a penalty excise tax under I.R.C. Chapter 42.

 

ARTICLE VI-Seal

The Board may provide a corporate seal and prescribe the form thereof.

 

ARTICLE VII-Fiscal Year

Section1. Fiscal Year and the accounting Year

Fiscal Year, the accounting year of the Corporation shall be November 1 through October 31. (revised 1/28/13).

Section 2. Qualification.  Membership shall be from January 1 to December 31 of the same year (revised 1/28/13).

Section 3. Dues.  Dues of members after January 1 shall be prorated in the second year.  (revised 1/28/13).

 

ARTICLE VIII-Corporate Acts, Loans, and Deposits

Section 1. Corporate Acts. The secretary shall countersign all deeds, leases or conveyances executed by the Corporation, affix the corporate seal (if one) to all papers requiring such seal.

Section 2. Loans. No moneys shall be borrowed on behalf of the Corporation and no evidence of such indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

Section 3. Deposits. All funds of the corporation, not otherwise employed, shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board may direct.

 

ARTICLE IX-Amendments

Section 1. Articles of Incorporation. The Articles of Incorporation may be amended by vote of two-thirds of the members present at any annual meeting or any special meeting, where notice or waiver of notice designating the time, place and purpose of the meeting and the nature of the proposed amendment having been given, in such manner as provided in a resolution of a majority of the Board adopted prior to such annual or special meeting of the members.

Section 2. Bylaws. Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by two-thirds (2/3) of the Board present at a meeting at which a quorum is present, provided, however, that the action is proposed at a regular or special meeting of the membership, and adopted at a subsequent regular or special meeting of the membership. Robert’s Rules of Order shall prevail on any matters not addressed in these Bylaws.

 

Amended and Restated Bylaws adopted January 20, 1997.

Amended January 19, 1998 to increase Treasurer’s term to two years.

Amended January 22, 2001 requiring directors to complete the term of office to which they were elected or appointed before they are eligible to run for an office.

Amended January 21, 2002 requiring directors be Wisconsin licensed auctioneers but not necessarily residents.

Amended June 24, 2002 to include life membership category.

Amended June 24, 2007 to change the Chairman of the Board title to Past President and delegate all duties to the president; the Past President shall continue to serve on the board for one year shall hold office from immediately following the annual meeting at which they are elected…

Amended January 25, 2009-Life Membership is available to auctioneers who have reached the age of 75; shall not be required to be registered Wisconsin auctioneers if no longer conducting auctions but must have previously been registered.

Amended January 24, 2011-Rearranged classes of members for clarity; Membership shall be considered lapsed if dues remain unpaid 60 days after renewal date; Establishing a method of election; President may appoint an advisory director…

Amended January 27, 2014 – Membership class descriptions and voting rights.

Newly Revised Robert’s Rules of Order 10th Edition shall prevail on matters not addressed in Bylaws.

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