The Articles of Incorporation of Virginia Auctioneers Association are restated and amended to replace the initial Articles with the following.
The name of this nonprofit corporation is Virginia Auctioneers Association.
The corporation shall have perpetual existence and shall continue until dissolved by operation of law, or by vote of the requisite number of members as provided in the Virginia Nonstock Corporation Act, Sections 13.1-801 et seq. of the Code of Virginia (1950).
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 and regulation 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 Virginia Nonstock Corporation Act, Sections 13.1-801 et seq. of the Code of Virginia, and any additional powers and rights conferred upon such corporations by subsequent legislative acts.
The corporation is organized on a nonstock basis. A class of membership in the corporation designated as II Active Members" shall be composed solely of auctioneers licensed by the Commonwealth of Virginia and residing within, or without, the State of Virginia and the United States of America. Other classes of membership in the corporation for non-auctioneers may be provided in the Bylaws. The Bylaws may also provide for the rights and limitations of rights of the various classes of members, qualifications of members, and the manner and conditions of election to, and termination of, membership. However, the Bylaws may not provide for the right to vote which is vested solely in the Active Members of the corporation.
The affairs of the corporation shall be conducted by a board of directors consisting of the past president elected two years prior, immediate past president, president, president-elect, vice president, treasurer, and six (6) Active Members of the corporation who shall be elected as provided in the Bylaws. Active Members entitled to vote are alone empowered to amend the Bylaws with regards only to changing the number of directors, and this may be done at the annual meeting, or at any special meeting of the membership called for that purpose.
The elective officers of the corporation shall be a chairman of the board of directors, who will be the immediate past president, president, president-elect, vice president, and treasurer, all of whom shall be Active Members and elected as provided in the Bylaws. The corporation shall also have a secretary who shall be appointed by the board of directors and serve at its pleasure.
The private property of incorporators, members, directors, and officers of the corporation shall not be subject to the payment of corporate debts.
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 meeting, or at any special meeting called for that purpose, except that Active Members entitled to vote are alone empowered, as provided in Article VI, to amend the Bylaws with regards only to changing the number of directors, and this may be done at the annual meeting, or at any special meeting of the membership called for that purpose.
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, officer, director, or individual, except that reasonable compensation may be paid for services rendered to, or for, the corporation in effecting one or more of its purposes.
The corporation shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501 (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 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 officer, director, or any private shareholder or individual, except that the corporation shall be authorized and empowered to pay any reasonable expenses incurred on behalf of the corporation. No substantial part of the 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 to provisions or sections of the Internal Revenue Code shall be deemed to include references to any corresponding provisions of subsequent legislation.
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 lawful debts and other 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 then entitled to tax exemption under Section 501 (c) (6) of the Internal Revenue Code and regulations pertaining thereto, as amended, or corresponding provisions of subsequent legislation, as may be specified in a plan of [distribution adopted, as provided by law, or as . directed by a court of competent jurisdiction.
These Articles of Incorporation may be amended by vote of two-thirds (2/3's) of the Active Members entitled to vote who are present at any annual meeting, or at any special meeting of the membership called for that purpose. Written notice setting forth the proposed amendment shall be given to each Active Member entitled to vote at the proposed meeting not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting.