NAA Articles of Incorporation
The name of this nonprofit corporation is NATIONAL AUCTIONEERS ASSOCIATION.
The corporation shall have perpetual existence and shall continue until it is dissolved by operation of law or by vote of the requisite number of members as provided in the Kansas Nonprofit Corporation Act.
The purposes for which the corporation is organized are to promote and advance the auction profession; to unite in common organization those professionally engaged as auctioneers; to promote the mutual interests of its members; to formulate and maintain ethical standards for the guidance of its members in their relations with each other and with the public; to promote and encourage the enactment of just and reasonable laws, ordinances and regulations affecting auction selling and the auctioneering profession; to make the public more aware of the advantages of auction selling; and generally to improve the business conditions affecting the auctioneering profession.
Notwithstanding any other provisions of these Articles, the corporation shall exercise only such powers, and shall undertake only such activities as may be exercised and carried on by organizations entitled to exemption under Section 501 (c) of the Internal Revenue Code and Regulations pertaining to such section, as they now exist or may hereafter be amended.
The corporation shall have and exercise all powers and rights conferred upon corporations organized and existing under the Kansas Non-Profit Corporation Act and any additional powers and rights conferred upon such corporations by subsequent legislative acts.
This corporation is organized on a non-stock basis. Membership in the organization shall be composed of auctioneers residing within or without the United States. Classes of membership, rights and limitations of rights of various classes of members, including the right to vote, qualifications of members, and the manner and conditions of election to, and termination of, membership, shall be established by the Bylaws of the corporation.
Article VI-Board of Directors
The affairs of the corporation shall be conducted by a Board of Directors consisting of the Immediate Past President, President, Vice President, Treasurer, and as of 2012 six (6) members of the Association who shall be elected as provided in the Bylaws. The Chairman of the NAA Education Institute shall be an additional ex-officio voting member of the Board of Directors. The President of the National Auctioneers Association Foundation, or an alternate Trustee member appointed by the President of NAF, shall also be an ex-officio voting member of the Board of Directors. The President shall also have the right to appoint one additional board member to serve on the Board of Directors as a voting member who may or may not be a member of the Association whose term shall last for one (1) year.
In addition, the Chief Executive Officer of the Association shall be a member of the Board of Directors, but shall not be entitled to vote.
The elective officers of the Association shall be the immediate past president, President, Vice President, and Treasurer, all of whom shall be elected as provided in the Bylaws. The corporation may also have a Secretary, who may be the Chief Executive Officer and who shall be appointed by the Board of Directors.
Article VIII-Limitation of Liability
The private property of incorporators, members, directors and officers of this corporation shall not be subject to the payment of corporate debts.
Initial Bylaws of the corporation shall be adopted by the Board of Directors, Bylaws of the corporation may be adopted, amended, or repealed by the Board of Directors at any regular or special meeting.
Article X-Prohibition of Private Benefit; Limitation of Activities; Dissolution
The corporation shall have no capital stock and shall declare no dividends. The corporation is not organized for profit, and no part of the net earnings of the corporation shall inure to the benefit of any member, director, officer or individual (except that reasonable compensation may be paid for services rendered to or for the corporation effecting one or more of its purposes). In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary no member shall be entitled to any distribution or division of its remaining property or proceeds, and the balance of all money and other property received by the corporation from any source, after the payment of all debts and obligations of the corporation, shall be used exclusively for purposes within those set forth in Article III of these Articles or distributed to an organization or organization then entitled to tax exemption under Section 501 (c) of the Internal Revenue Code and Regulations pertaining thereto, as the same may be amended at the time of such use or distribution.
Article XI-Registered Agent; Registered Office
The initial registered office of the corporation in Kansas shall be 8880 Ballentine, Overland Park, Johnson County, Kansas 66214, and the registered agent at such address shall be the named CEO.
Article XII-Operation for Tax Exempt Purposes
This corporation shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 50 1(c) (6) of the Internal Revenue Code as amended. No member or trustee of the corporation shall possess any right or title to or interest in the corporate property or earnings of the corporation in his or her individual or private capacity and no part of the net earnings or assets of the corporation shall inure to the benefit of or be distributable to any trustee, officer, or any private share-holder or individual (except that the corporation shall be authorized and empowered to pay any reasonable expenses incurred on behalf of this corporation). No substantial part of these activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of any candidate for public office. All references in these Articles of Incorporation to provisions or sections of the Internal Revenue Code shall he deemed to include references to any corresponding provisions of subsequent legislation.
Article XIII-Indemnification of Officers, Directors and Agents
- The corporation shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a trustee or officer of the corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she (i) was not grossly negligent or guilty of willful misconduct in the performance of his or her duty to the corporation; (ii) acted in good faith and in a manner he or she reason-ably believed to be in or not opposed to the best interests of the corporation; (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful; (iv) in the case of amounts paid in settlement, that such settlement was reasonable and in or not opposed to the best interests of the corporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or plea of non contend ere 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 or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. If, at any time, any provisions contained in the laws of the State of Kansas prohibit or limit indemnification in respect of any claim, action, suit, or proceeding, except upon a determination of the extent thereof in the manner provided in such provision, indemnification shall be made only in accordance with such provision, and the provisions of this section shall be superseded with respect to transactions governed by such provision.
- To the extent that a trustee or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sub-section (i) of this Article or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
- Any indemnification under subsection (I) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the trustee or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsection (1) of this Article. Such determination shall he made either (i) by the Board of Trustees by a majority vote of a quorum (as defined in the Bylaws of the corporation) consisting of trustees who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable, or, even if obtainable, and a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion. Notwithstanding he failure or refusal of the trustees or counsel to make provision heretofore, such indemnification shall be made if a court of competent jurisdiction makes a determination that the trustee or officer has a right to indemnification hereunder in any specific case upon the application of such person, or if a court of competent jurisdiction determines that such person has satisfied the standards for indemnification in subsection (1).
Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Trustees in the specific case upon receipt of an undertaking by or on behalf of the trustee or officer, to repay such amount unless it shall be determined ultimately that he or she is entitled to be indemnified by the corporation.
The corporation, with the approval of the Board of Trustees, may purchase and maintain insurance on behalf of any person who is or was a trustee or officer of the corporation against any liability asserted against him or her or the corporation and incurred by him or her or the corporation in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this article.
Neither the corporation nor its trustees or officers nor any person acting on its behalf shall be liable to anyone for any determination or absence of conduct which would provide a basis for making or refusing to make any payment under this Article or for taking or omitting to take any other action under this Article, if such action or omission is made in reliance upon the advice of counsel.
Each reference herein to trustees or officers shall he deemed to include references to former trustees, officers, and their respective heirs, executors and administrators. The indemnification hereby provided shall not he exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the corporation or others, with respect to claims, issues, or matters in relation to which the corporation would not have the power to indemnify such person under the provisions of this Article.
Article XIV-Distribution of Property upon Dissolution
Upon dissolution of the corporation, any property of the corporation remaining after providing for debts and obligations of the corporation shall be distributed to an organization exempt from income tax under Section 501(c) (6) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of subsequent legislation) as may he designated by the Board of Trustees of the corporation. Any assets of the corporation not so disposed of shall be disposed of by the District Court of the county where the principal office of this corporation is then located, exclusively for the purposes or to the organizations provided above, as determined by the court.
Article XV--Amendment of Articles
The Articles of Incorporation may be amended by vote of two-thirds (2/3) of the members voting at any annual or special meeting of the corporation, including those ballots sent in by absentee voters. Absentee ballots will be accepted in the manner prescribed by the NAA bylaws. Written notice setting forth the proposed amendment or a summary of the changes to be affected thereby shall be given to each member entitled to vote at the proposed meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting.