Preamble

Whereas, it is necessary, in order to fit ourselves for the responsibility of Auctioneers, to cultivate the spirit of cooperation, improve our profession and protect the interest of the Auctioneer, to protect the public against unscrupulous practices;

Therefore, we do constitute ourselves the Wisconsin Auctioneers Association, Inc.

The auction business is said to be the medium through which the lifeblood of the nation attains greater momentum and brings to the nation greater balance, prosperity and stability. The Auctioneer should ever hold aloft the dignity and importance to the state and nation of the profession; should never lose sign of personal and professional integrity; the great responsibility; and the sense of patriotism.

The Auctioneer realizes that the profession is both competitive and cooperative and that sharing with others is a common responsibility for its honor; and being true to oneself is being true to all mankind.

With these principles ever before the Auctioneer, the Auctioneer pledges to observe and conduct business in conformity to the following Code of Ethics adopted by the Wisconsin Auctioneers Association, Inc., hereinafter called the Corporation.

PART I--Professional Relations

Article 1. In the best interest of the public, of fellow Auctioneers and the Auctioneer's own business, the Auctioneer shall be loyal to the Corporation.

Article 2. The Auctioneer shall conduct business so as to avoid disputes with fellow Auctioneers, but in the event of a controversy between two member Auctioneers, they should not resort to law suit but submit the difference to arbitration of the Corporation's Board of Directors, hereinafter called the Board; and the decision of such arbitration shall be accepted as final and binding. If the dispute should be with a non-member, the Auctioneer shall offer the services of the Board to arbitrate.

Article 3. If a member is charged with unethical practice, such member shall promptly and voluntarily place all the pertinent facts before the Board, or a committee so designated, for investigation and report.

Article 4. A member shall never publicly criticize a competitor, and when an opinion is specifically requested, it shall be rendered in conformity with strict professional courtesy and dignity.

Article 5. A member shall not solicit the services of an employee of a fellow Auctioneer without prior knowledge and consent of the fellow Auctioneer.

Article 6. In the best interest of society, of the Auctioneer's associates and business, the Auctioneer shall at all times be loyal to the Corporation and active in its work; and should willingly share with fellow members the lessons of experience.

PART II--Relationship to Clients

Article 7. In justice to those who place their interests in the Auctioneer's hands, the Auctioneer should endeavor to keep abreast of business conditions, to keep informed in matters of law and proposed legislation affecting such interests, so as to give intelligent business advice and effective service.

Article 8. In accepting the sale of real or personal property, the member pledges to be fair to both seller and buyer, and to protect the owner's interest as if it were the Auctioneer's own.

Article 9. When consulted for an appraisal of value or liquidation problem, a member shall give a well-considered opinion, reflecting expert knowledge and sound judgment, taking requisite time for study, inquiry and deliberation. The counsel of the member represents a professional service which should be rendered in writing and for which a reasonable charge should be made. A member shall not undertake to give an appraisal or offer an opinion on any proposition on which there is a direct or indirect interest, without a full disclosure of such interest.

Article 10. Before accepting a sale, it is the duty of the Auctioneer to advise the owner intelligently and honestly regarding the market value of the business or proposition and the reasonable chance of sale at value or above.

PART III--Relationship to the Public

Article 11. It is the duty of every member to protect the public against fraud, misrepresentation or unethical practices in connection with the sale, disposition or liquidation of any real or personal property the Auctioneer is called upon to dispose of at public auction.

Article 12. It is the duty of a member to ascertain all pertinent facts concerning every sale for which the member is engaged, so that in offering, the member may avoid error, exaggeration and misrepresentation.

Article 13. An Auctioneer is a confidential trustee of the information given by the seller or gained through their relationship; and the Auctioneer must never disclose the gross receipts of a sale or any other information that would tend to be a violation of the profession.

Article 14. No special conditions, real or assumed, or inducements or directions from anyone relieve the member from responsibility to strictly observe this Code of Ethics in letter and spirit.Code of Ethics in letter and spirit.

ARTICLE II - Membership

Section 1. Classes of Members. The corporation shall have two (2) classes of voting members and three (3) classes of non-voting members, designated as follows:

(a) Auctioneer Members. Auctioneer members shall be those presently licensed to conduct auctions in the State of Wisconsin. Auctioneer members shall be entitled to voting rights as described in Section 5(a) of this Article.

(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.

(c) Associate Members. Associate members shall be staff, auction helpers, ringmen or other persons associated with the auction business who are not required to be licensed.

(d) 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.

(e) Honorary Members. Honorary membership, also known as life 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 corporation or the auction profession. Honorary members shall not be required to pay dues. 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.

Section 2. Qualification. Members specified in Sections 1 (a) and (b) of this Article shall have paid, and continue timely to pay, dues determined by the Board of Directors 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 written application in the form prescribed by the Board of Directors, and shall include a signed statement that the applicant will uphold the Code of Ethics of the corporation. Membership shall be from June 1 to May 31 of the following year.

Section 3. Dues. The Board of Directors 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 one hundred twenty (120) 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 of Directors.

(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. Any member more than fourteen (14) months delinquent in the payment of dues may not be reinstated, but instead must reapply for membership as a new member.

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 (1) 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.

(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 of Directors.

Section 6. Annual Meeting. The annual meeting of members, 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 of Directors 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 of Directors.

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 of Directors, 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 of Directors. 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 ten (10) days nor more than fifty (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. 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 any notice whatever is required to be given under the provisions of Chapter 181 of the Wisconsin Statutes 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 Chapter 181 of the Wisconsin Statutes, 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 of the meeting.

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.