8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 1, 2010 (February 26, 2010)

AVALON HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio	1-14105	34-1863889
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

One American Way, Warren, Ohio 44484

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (330) 856-8800

(Former name and address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

AVALON HOLDINGS CORPORATION

Cross Reference Sheet showing location in Current Report of Information Required Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

	Current Report Item	Caption in Current Report
Section 1	Registrant’s Business and Operations
Item 1.01	Entry Into a Material Definitive Agreement	Not Applicable
Item 1.02	Termination of a Material Definitive Agreement	Not Applicable
Item 1.03	Bankruptcy or Receivership	Not Applicable
Section 2	Financial Information
Item 2.01	Completion of Acquisition or Disposition of Assets	Not Applicable
Item 2.02	Results of Operations and Financial Condition	Not Applicable
Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant	Not Applicable
Item 2.04	Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	Not Applicable
Item 2.05	Costs Associated with Exit or Disposal Activities	Not Applicable
Item 2.06	Material Impairments	Not Applicable
Section 3	Securities and Trading Markets
Item 3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing	Not Applicable
Item 3.02	Unregistered Sales of Equity Securities	Not Applicable
Item 3.03	Material Modification to Rights of Security Holders	Not Applicable
Section 4	Matters Related to Accountants and Financial Statements
Item 4.01	Changes in Registrant’s Certifying Accountant	Not Applicable
Item 4.02	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review	Not Applicable
Section 5	Corporate Governance and Management
Item 5.01	Changes in Control of Registrant	Not Applicable
Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers	Appointment of New Chief Executive Officer
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Amendment to separate Positions Chairman of the Board and Chief Executive Officer & update descriptions

2

Item 5.04	Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans	Not Applicable
Item 5.05	Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics	Not Applicable
	Current Report Item	Caption in Current Report
Section 6	[Reserved]
Section 7	Regulation FD
Item 7.01	Regulation RD Disclosure	Not Applicable
Section 8	Other Events
Item 8.01	Other Events	Not Applicable
Section 9	Financial Statements and Exhibits
Item 9.01	Financial Statements and Exhibits	Exhibits

3

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointments of Principal Officers

On February 26, 2010, the Board of Directors, pursuant to the Company’s corporate bylaws, increased the size of the Board from five members to six members.

The Board of Directors of Avalon Holdings Corporation (“Avalon”) then approved the appointment of Steven M. Berry as President and Chief Executive Officer effective March 1, 2010. The Board then elected Mr. Berry as a director, effective the same date. The Company issued a press release on March 1, 2010, announcing Mr. Berry’s appointment. A copy of the press release is attached hereto as Exhibit 99.1.

In addition, effective March 1, 2010, the Board of Directors granted the following stock options under the Company’s 2009 Long-Term Incentive Plan. Such options will vest over five years:

Name	Position	Options Granted
Steven M. Berry	President and Chief Executive Officer	450,000
Kenneth J. McMahon	Chief Executive Officer,
	American Waste Management Services, Inc.	150,000
Stephen L. Gordon	Director	90,000
Kurtis D. Gramley	Director	90,000

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 26, 2010, the Board approved amendments to the Company’s Code of Regulations, Article IV – Officers, effective February 26, 2010. The Board of Directors adopted a resolution to approve a change in the description of the positions of Chairman of the Board and the President. The change has the effect of separating the positions of Chairman of the Board and Chief Executive Officer.

Article IV – Officers of the Code of Regulations, as amended, is filed as Exhibit 3.2 hereto.

ITEM 9.01 Financial Statements and Exhibits

Exhibit Number

Exhibit 3.2	Article IV – Officers of the Code of Regulations, as amended, February 26, 2010
Exhibit 99.1	Press release dated March 1, 2010

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AVALON HOLDINGS CORPORATION
(Registrant)
	/s/ Timothy C. Coxson
By:	Timothy C. Coxson
	Chief Financial Officer and Treasurer

DATED: March 1, 2010

5

EX-3.2

Exhibit 3.2

ARTICLE IV

OFFICERS

Section 1. Officers. The Corporation shall have a Chairman of the Board of Directors and a President (both of whom shall be members of the Board of Directors), a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers as the Board may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by the Code of Regulations to be executed, acknowledged or verified by any two or more officers.

Section 2. Compensation. The salaries and other compensation of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 3. Term of Office. The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer elected by the Board of Directors may be removed with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 4. The Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors of the Corporation. He shall preside at all meetings of the shareholders and the Board of Directors, shall have, concurrent with the President, general and active management of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute bonds, mortgages and other contracts, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. He shall also perform such other and further duties as may from time to time be required of him by the Board of Directors.

Section 5. The President. The President shall be a member of the Board of Directors, and shall be chief operating officer of the Corporation. The President shall also be the chief executive officer unless the Board of Directors has designated the Chairman of the Board or another officer as chief executive officer. The President shall attend all meetings of the shareholders and the Board of Directors, and shall have, concurrent with the Chairman of the Board, general and active management of the Corporation. He shall be authorized to execute all documents instruments and agreements on behalf of the Corporation except when such execution shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The President shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall also perform such other and further duties as may from time to time be required of him by the Board of Directors.

Section 6. The Vice President(s). The Vice President, if any, or if there shall be more than one, the Vice Presidents, in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 7. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the shareholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and regular and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation, if any, and he, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of the Treasurer or by the signature of an Assistant Secretary or an Assistant Treasurer. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation, if any, and to attest such affixing by his signature.

Section 8. The Assistant Secretary(ies). The Assistant Secretary, or if there is more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9. The Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of the receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. He shall be authorized to execute all documents instruments and agreements on behalf of the Corporation except when such execution shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section 10. The Assistant Treasurer(s). The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

EX-99.1

Exhibit 99.1

March 1, 2010

Avalon Holdings Corporation Announces Steven M. Berry as President and Chief Executive Officer

WARREN, Ohio (March 1, 2010) – Avalon Holdings Corporation (NYSE AMEX:AWX) (“Avalon”) is pleased to announce the appointment of Steven M. Berry as President and Chief Executive Officer effective March 1, 2010. Mr. Berry was also elected as a director of Avalon. Mr. Berry has over twenty-five years of experience in the waste management sector, through which he has developed a strong background in executive leadership, mergers and acquisitions, customer service, sales and marketing, and accounting. In his most recent position, Mr. Berry was an Area Vice President for Waste Management, Inc., where he was responsible for nearly a $1 billion business unit covering Delaware, Maryland, Virginia and the District of Columbia. “Avalon is a company with a great track record of profitable growth and has an enormous potential to continue building its current business and expanding into related businesses,” said Mr. Berry, “I feel privileged to join Avalon and look forward to expanding on its strong foundation of assets”.

“We are delighted to partner with Steve and are confident that he will be an excellent leader for our Board and Senior Management team at Avalon,” said Ronald E. Klingle, Chairman of the Board. Ron added, “Steve’s’ unique experience of previously growing and managing a customer-focused service organization across a broad geographic area will assist in building on the strong platform that I and the other executives at Avalon have so effectively created over the years.”

Ronald E. Klingle, who previously served as Avalon’s CEO, will continue in his role as the Chairman of the Board of Avalon Holdings Corporation and will assist Mr. Berry in his transition into the President and CEO role.

Avalon Holdings Corporation provides waste management services to industrial, commercial, municipal, and governmental customers primarily in selected northeastern and midwestern markets. The company’s waste management services include hazardous and non-hazardous waste brokerage and management, and captive landfill management services. Avalon also operates golf courses and related facilities. Its golf courses and related facilities comprise the operation and management of golf courses, fitness centers, dining, and banquet facilities, as well as a travel agency. The company was founded in 1998 and is headquartered in Warren, Ohio.