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Policies

SDCA Board Policies

1. Board Compensation (revised 4-9-05)

a. Travel to Board Meetings – board members shall receive meals during the meeting and one-way mileage at the current federal rate when attending board meetings held in conjunction with a conference. For special meetings, such as winter board meeting, board members shall receive one-way mileage at the current federal rate, lodging and meals during the meeting.
b. Out-of-state travel must be approved in advance by the board.  Doctors will receive round-trip coach air fare, lodging and reimbursement for approved expenses.
(revised 4-15-11)
c. NCLC – the vice president will attend NCLC each year. The President may select a replacement if deemed necessary. (revised 5-7-15)
d. COCSA – The President, first term Vice President and Executive Director will attend COCSA. The second year the President and Executive Director will attend. The President may appoint an additional board member to attend. (revised 5-7-15)

2. Phone and Postage Expense
Board members and committee chairs may submit expenses incurred to the secretary/treasurer for reimbursement.  The SDCA president shall be reimbursed $100 annually for phone costs. (revised 4-9-05)

3. Dues Hardship
Requests for delay in dues payment must come through the secretary/treasurer and be acted upon by the full SDCA board.  The secretary/treasurer and the district director of the involved doctor shall investigate the request. Requests must be made to the Secretary/Treasurer. The Secretary/Treasurer will present the requests at the next Board Meeting. (revised 4-15-11)

4. Conference Costs
SDCA will provide conference costs (lodging and registration ) for the executive director, president and secretary/treasurer and spouses. SDCA will provide complimentary registration for the auxiliary president and spouse.

5. Social Events
May be provided for by the SDCA.  Budgets for such events will be at the discretion of the executive committee.

6. Memorials
A district director may be reimbursed up to $50.00 for flowers upon the death of a doctor in his district. No SDCA funds can be expended for flowers, etc., for hospitalized doctors. (revised 9-24-10)

7. Law Firm/Public Relations Firm/Lobbyist
Only the president, executive director and/or secretary/treasurer, or persons authorized by them, may call the association’s law firm or lobbyist.  The marketing committee chair and the executive director may communicate with any marketing services providers under contract with the association.  All expenditures not contracted for with any marketing services providers must be authorized by the marketing committee chairman and executive director.

8. All inactive doctors returning to active status will pay dues on a pro-rated basis dependent on the category in which they fall. (revised 4-9-05)

9. Any complaints from the public, by the public or through another DC will be referred to the S.D. Board of Chiropractic Examiners. (revised 4-9-05)

10. No SDCA board member or staff shall accept for personal use free trips, lodging or other offers of goods or services tied to SDCA purchases.           

11. The SDCA Board recognizes that the SD C-PAC and the S.D. Board of Chiropractic Examiners operate as separate entities.

12. SDCA may sell the association mailing list, containing names and addresses only, for 50 cents per name, based on May 1, 2002 membership.

13. SDCA shall comply with an antitrust compliance statement as follows:

South Dakota Chiropractors’ Association Antitrust Compliance Policy

SECTION I. POLICY
Associations, such as the South Dakota Chiropractors Association (SDCA), are subject to strict scrutiny under both federal and state antitrust laws. Since competitors in a particular industry join a trade association to pursue a common business purpose, trade associations are especially vulnerable to antitrust attack under federal and state laws. Trade associations and trade association members should exercise a great deal of care when carrying on certain activities so as to avoid any violation of the federal and state antitrust laws.

The consequences for violating the antitrust laws can be severe. A conviction can carry stiff fines for the association and its members, jail sentences for individuals who participated in the violation, and a court order dissolving the association or seriously curtailing its activities.

It is the undeviating policy of the SDCA to comply strictly with the letter and spirit of all federal, state and applicable international trade regulations and antitrust laws. Any activities of the SDCA or SDCA-related actions of its contract employees, officers, directors or members which violate these regulations and laws are detrimental to the interests of the association and are unequivocally contrary to SDCA policy.

SECTION II. ANTITRUST POTENTIAL PROBLEM AREAS OF ASSOCIATION ACTIVITY
A. Areas of General Concern
As a practical matter, all trade associations such as SDCA should focus their attention on five principal antitrust problem areas:

1. Price-Fixing
Experience shows that trade association members are most likely to violate, and the government is most likely to strictly enforce, the Sherman Act’s ban on price-fixing. Antitrust violations in the price-fixing area can be inferred simply from similar price behavior by association members. An oral or a written agreement is not needed to ground a charge of price-fixing. Neither the reasonableness of the prices set nor the potentially beneficial purposes underlying the agreement will constitute a defense in the event that price-fixing is established.

2. Agreement to Allocate Customers or Divide Territories
An agreement among members of an association to allocate customers or divide geographical territories should be avoided. The antitrust laws expressly prohibit any understanding or agreement between competitors or members of an association involving division of territories or allocation of customers. Even an informal agreement whereby one member agrees to stay out of another’s territory will constitute a criminal violation of the antitrust laws.

3. Membership Restrictions
Assuming that the members of an association derive an economic benefit from membership, the denial of membership to an applicant may constitute a restraint of trade because such a denial may limit the ability of the applicant to compete. Therefore, membership criteria must be carefully established with a view toward avoiding antitrust problems.

4. Standardization and Certification
An association that develops voluntary industry standards may face antitrust problems if such a standard unreasonably favors some competitors and unfairly discriminates against others. Similarly, association certification activities which further the interests of certain groups of members, to the exclusion of others, may result in antitrust problems.

5. Self-Regulation
Associations commonly establish codes of ethics for their members, including procedures for enforcement of such codes. The association must guard against any efforts to enforce such codes of ethics if such enforcement would result in economic injury to certain members.

SECTION III. IMPLEMENTATION
A. Implementation of the antitrust compliance policy of the SDCA shall include, but shall not be limited to, the following:

1. All members of the Board of Directors of the SDCA receive a copy of the antitrust policy statement, detailing what can and cannot be done at association meetings.

2. SDCA Membership, Board of Directors, Executive Committee and other committee meetings shall be conducted pursuant to agendas distributed in advance to attendees; discussions shall be limited to agenda items; there shall be no substantive discussions of association matters other than at official meetings; minutes shall be distributed to attendees promptly.

3. All SDCA activities or discussions shall be avoided which might be construed as tending to: (i) raise, lower, or stabilize prices; (ii) allocate markets; (iii) encourage boycotts; (iv) foster unfair trade practices; (v) assist in monopolization; (vi) discuss what constitutes a “fair” profit level; or in any way violate federal, state or applicable international trade regulations and antitrust laws.

4. When appropriate, legal counsel shall attend SDCA Executive Committee, Board of Directors, and Membership meetings and periodically update the SDCA concerning antitrust problems. Attendance of counsel at other meetings shall be at the discretion of the President or Executive Director.

5. Officers, directors, or contract employees who participate in conduct which the Board of Directors, by a two-thirds majority vote, determines to be contrary to the SDCA’s antitrust compliance policy shall be subject to disciplinary measures up to and including, termination.

6. The SDCA shall not adopt regulations or policies that (i) have price-fixing implications, such as restrictions on advertising of prices or jointly determining prices and negotiating contracts with insurers on behalf of competing chiropractors; (ii) unreasonably inhibit the ability of any member or group of members to compete; (iii) require members to refrain from dealing with any payer or provider, vendor, supplier, customer, or other member; or (iv) exclude certain competitors from membership in the association, if the applicant meets the requirements.

Antitrust policy adopted 4-11-02, renewed on 04-10-03, revised on 4-12-03, renewed on
4-22-04; renewed on 4-9-2005; amended on 4/14/16.

14. Expenditures from SDCA reserves shall be limited to legal and/or legislative activities.  Approval of two-thirds of the SDCA Board of Directors is needed to expend reserves on legal and/or legislative items. (adopted 4-10-03)

15. Personnel matters, such as contracts for professional services, are confidential and shall not be available to members. (adopted 4-10-03)

16. All interviews with the news media, news releases, opinion and guest editorial pieces will reflect the opinion of the SDCA Board of Directors.  The president, as the highest elected officer, and the executive director, shall be the association spokesmen. (adopted 9-12-03)

17. All official correspondence shall be approved in advance by the executive committee. (adopted 9-12-03)

18. SDCA shall not pay or reimburse for alcoholic beverages for members or board members attending SDCA functions.  (adopted 6-25-04)

19. If a district director is unable to attend a board of directors’ meeting, he/she must find an alternate person from their district to attend in his/her place.  The alternate person cannot vote, but can represent the views of the district. The alternate person will be reimbursed for mileage to attend the board meeting. (adopted 9-10-04)

20. Bylaws Committee Purpose
To review proposals for changes to the SDCA bylaws and ensure that they are consistent with the goals and vision of the South Dakota Chiropractors’ Association as well as South Dakota codified law.

Procedure:
a. The bylaws committee will review proposals that are submitted within the appropriate time frame.  The committee will make recommendations to the author to ensure that the proposal is consistent with the current bylaws and goals of the SDCA.
b. After the author has reviewed the committee’s comments and offered changes to the proposal, it will be reviewed by the SDCA attorney.
c. After the author has reviewed and offered any changes to the proposal suggested by the attorney, the committee will review and form an opinion for the SDCA Board of Directors.
d. The proposal will be sent to the SDCA membership at least 30 days prior to the membership meeting as prescribed in the bylaws.
e. The SDCA Board of Directors will hear the proposal along with the opinions of the attorney and committee.  They will make a recommendation regarding adoption of the proposal to the SDCA membership.

Time Frame
a. Proposals submitted prior to February 1 will be reviewed for consideration at the membership meeting at spring conference.
b. The bylaws committee will review the proposals two (2) weeks after the submission deadline.
c. The author of the proposed bylaws will have two (2) weeks to review the committee recommendations and make any changes to the proposal.
d. Final proposals will be sent to the membership thirty (30) days prior to the membership meeting. (Adopted September 23, 2005.)

21. It is the position of the SDCA that we desire to cooperate with all vendors to the members of the SDCA. SDCA may not give any vendor exclusive rights, but we do reserve the right to limit available sponsorship packages. (revised 4-15-11)

22. SDCA Affinity Programs
The SDCA board of Directors may authorize and enter into agreements with companies for the purpose of promoting companies and products to our members as well as generating capital to promote the vision of the association. The following options are within the SDCA Board’s authority.

Endorsements—The SDCA lends its name and reputation to the product or service endorsed by the SDCA.

Endorsement indicates that this is a viable company with a good product and that this company has agreed to actively help the SDCA and its members achieve their goal  of furthering chiropractic in South Dakota. Endorsement allows the company to make use of our logo in their advertisements and promotion of the endorsement item. No agreement of
endorsement will grant exclusive rights. SDCA legal counsel will review endorsement packages.

Agreements—The SDCA may license an entity to use its name for marketing purposes with specific limitations.

Agreements indicate that this company has demonstrated that it stands ready to help the SDCA and its members achieve their goal of furthering chiropractic in South Dakota. Agreements may allow the company to use our logo in specifically defined ways, for a specifically defined duration. No Agreement will grant exclusive rights. SDCA legal counsel will review all Agreements.

Promotional Projects— The SDCA promotes an entity for a specific project. Special promotional projects are short

duration and specific projects conducted for a limited time for a specific purpose—such as the promotion of a business during a special event. SDCA legal counsel may review any Promotional Projects Agreements. The committee shall adhere to the following guidelines when negotiating:

a. All companies seeking the endorsement of the South Dakota Chiropractors Association shall agree to a minimum guaranteed donation to the association.
b. All companies seeking endorsement of the South Dakota Chiropractors Association shall submit to the SDCA any materials planned for marketing prior to their distribution. The company agrees to work with the association to make any changes the association feels are necessary in any mailing before it is sent.
c. All companies seeking endorsement of the South Dakota Chiropractors Association shall agree to provide to the association regular reports of progress (adopted 9-24-10)

Sponsor— The SDCA authorizes the use of the Proud Sponsor logo to Sponsor who have purchased any Premium Sponsorship package.

23. Email
E-mail address lists are not to be released.  Use of the list will be limited to the Executive Director.  Members can look up an address on the member’s only portion of the web site. (adopted 9-24-10)

24. Elections
The SDCA Executive Director will send an e-mail of introduction to the Members on the e-mail list. This introduction will need to be submitted to the ED in final form.
(adopted 9-24-10)

25. Dress Code
At SDCA sponsored events the suggested attire is business casual. (adopted 2-8-11)

26. Associate Member
As it is the desire of SDCA to partner with our Chiropractic Educational institutions. They are welcome to join as an associate member at a fee of $100.00 which will include a booth at Spring and Fall Conference. (adopted 4-15-11)

27. National Chiropractic Organization Conference Booths
National Chiropractic Associations with members in the South Dakota Chiropractors Association will be eligible for a complementary booth at the Super Conference.
(adopted 4-15-11)

28. Conference Weather Cancellation Policy
A full refund will be given to those who are unable to come due to severe weather. They will qualify if the State of South Dakota advised no travel between their home and the conference site. (adopted 4-15-11)

29. Membership Dues Discounts
Membership dues discounts will only apply to SDCA members with South Dakota licensure. (adopted 9-19-15)

30. List Serve
The primary purpose of the SDCA list serve is to enhance communication of information between the SDCA and its members. Secondly it provides opportunity for the members to share information relative to practice issues and other topics of interest to the SDCA members.

The purpose of this policy is to assure a high quality of communication and discussion on the discussion list as well as protecting the SDCA and its members from incurring legal liability. The following rules apply to every discussion list member.

1. Use and participation on the SDCA list serve is a privilege granted to members of the SDCA, each of whom signifies his/her agreement to the terms of this policy by utilizing the discussion list.
2. The SDCA does not accept requests/inquiries through the list serve. The list serve is for peer-to-peer collaboration only.
3. List serve members must provide a “signature” that identifies, at the very least their true first and last name. Additional information is optional.
4. List serve members shall not post content which may be actionable under antitrust laws. This includes but is not limited to: sharing of fee information, any activities that may be construed as “price fixing” and calls to boycott.
5. List serve members shall not post any of the following:
a. Chain letters
b. Virus alerts, hoaxes, and urban legends
c. Promotional materials to solicit business or engage in buying and selling goods or services, except for materials announcing or soliciting participation in programs, activities or memberships of the SDCA.
d. Content that is threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, hateful, derogatory against any person based on race, religion, gender, ethnicity or any identifiable characteristic, or illegal in any way, whether such content is intended to be humorous or not.
e. Content that you do not have the legal right to post.
f. Content that contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
g. Content that detracts from an environment of fair, reasonable, honest discussion.
h. Complete blog entries. Links to relevant blogs are permitted, however.
i. Political messages that advocate a particular viewpoint, including links to articles and editorial pieces, unless they relate to a chiropractic issue and the need to place it in context.
6. Jokes or other posts which are primarily comprised of humorous content shall include in the subject line some identification of the post as “humor” or “joke” or something similar. In no case shall a member post any content, whether humorous or otherwise, that is profane, obscene or derogatory to any person or group based on their race, religion, ethnicity or gender.
7. SDCA documents that may be considered confidential or privileged shall not be shared on the list.
8. Members who fail to abide by these rules may be removed from the list serve.
9. All requests for the list serve members to complete or participate in any non-SDCA produced or sanctioned survey must gain approval from the list moderator prior to the posting.
10. The SDCA official moderator is the immediate Past President, assisted by the Executive Director and Executive Board of Directors.
11. The use of the SDCA list serve is restricted to SDCA members only; therefore, list members shall only send messages to the list addresses and will not include (CC, BCC) non-list members. Any external use of the list serve content must have prior approval of the Executive Committee. (adopted 2-16-16)


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