There will be a special membership meeting March 6 at 11 a.m. at the Hyatt Place in Kansas City, Mo., to vote on these Articles of Incorporation revisions:
Article XII: 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 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.
The National Auctioneers Association Board of Directors endorsed calling this meeting in order to provide members the opportunity to potentially vote on a name change and reduction to the Board in July.
The NAA Bylaws were revised in 2009 to allow for absentee ballots. No revisions, though, were made to the Articles of Incorporation, which currently specifies that members must be present at the annual or special meeting to cast their vote.
The manner of absentee ballots would be prescribed in the Bylaws, but the intention of allowing this must be revised in the Articles of Incorporation, and this requires a member vote.
The other revision being considered is one that should have been made more than three years ago. It removes the name of the Chief Executive Officer as the registered agent of the organization and simply notes that the person in that position is the registered agent.