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SDCA Bylaws

The name of this organization is the SOUTH DAKOTA CHIROPRACTORS’ ASSOCIATION, also referred to as S.D.C.A.

The mission of the South Dakota Chiropractors’ Association is to Promote and Protect the Chiropractic Profession.

The membership of S.D.C.A. is composed of Chiropractors who are current with dues and assessments.
Section A: Honorary members are persons whom S.D.C.A. has seen fit to honor because of special services rendered to chiropractic, which honor may be granted upon an affirmative vote at any Annual Meeting.
Section B: Associate membership in the SDCA shall be available to vendors.  Associate memberships do not carry voting privileges. The dues for associate membership shall be set by the membership.

Section A:  Any notice required by these Bylaws may be given by (a) first class mail, postage prepaid; (b) facsimile, electronic mail, telephone; or (c) in person.
Section B: Any member may waive, in writing, any notice required.  The attendance of any member at any meeting shall constitute a waiver of notice of that meeting unless the member attends for the sole purpose of objecting to the transaction of business because the meeting was not properly called or convened.

Section A: The dues and due date for all members shall be determined at each Annual Meeting.
Section B: Special assessments may be levied by the Board of Directors upon active members only, but they shall not exceed fifty percent (50%) of the annual dues in any one year.  The S.D.C.A. may, by resolution passed by two-thirds (2/3) of those present and voting at any regular or special meeting called for that purpose, authorize special assessments in such amounts and for such specific purposes as set forth in the resolution.
Section C:  The Secretary-Treasurer shall give thirty (30) days’ notice of the amount of dues and assessments and the due dates thereof.
Section D: The Secretary-Treasurer, at the direction of the executive committee, may invest the reserves of the S.D.C.A. in financial instruments or securities that do not put the principal at risk.
Section E: Financial Audit or Review. Financial books, records, and reports of the S.D.C.A. shall be annually re viewed by the SDCA accounting firm and, if the Board of Directors directs, formally audited by a qualified accountant and the results of such review or audit shall be timely presented to the Board of Directors.

Section A: The Annual Meeting of the S.D.C.A. shall be held at a location designated by the Board of Directors. S.D.C.A. meetings will be open to SDCA members and guests invited by the Executive Committee. The Executive Committee shall set the date and select the facility.
Section B: All members shall be notified of any meeting changes at least fifteen (15) days prior to the date of the meeting.
Section C: A Special Meeting of the S.D.C.A. may be called by a majority of the Board of Directors or the Executive Committee, or by written request of at least fifty percent (50%) of the active members in good standing. The request must be filed with the Secretary-Treasurer at least thirty (30) days prior to the date fixed in the request.  The Secretary-Treasurer shall give notice of any special meeting at least fifteen (15) days prior to the date of such meeting.
Section D: Any request for a special meeting and the notice thereof must state the date, time, place and purpose of the meeting, and no other business shall be considered.
Section E: Twenty members (20) of the S.D.C.A. shall constitute a quorum at any meeting.

Section A: All elections shall be by a majority vote of the members present.
Section B: Only active members in good standing are entitled to vote at any meeting of the S.D.C.A. or District.
Section C: Proxy voting is not permitted.
Section D: Election.
1. The President, Vice-President and Secretary-Treasurer are elected for a one year term at the Annual Meeting and shall assume office on the first of the month after the annual conference.
2. The President and Vice-President, after serving two successive one-year terms shall be ineligible for election to such office for one year.
3. A district is eligible for a second District Director when the number of members in that district reaches 55 by December 31 of each year.  The new district directors shall be ratified at the next annual meeting.
4. The District Directors shall be elected at a meeting of the members from their respective Districts prior to or at the Annual Meeting.
a) The election shall be ratified by the S.D.C.A. members on the second day of the Annual Meeting.
b) District Director’s terms shall be for two (2) years and shall assume office on the first of the month after the annual conference.
c) District Director One and Three and At Large Directors One and Three shall elect on odd numbered years. District Director Two and Four and At Large Directors Two and Four shall elect on even numbered years.
Section E:  Ties shall be decided by flipping a coin or drawing straws.
Section F:  When there is only one candidate for any office, that candidate shall be deemed elected.
Section G:  When there are two or more candidates, the election must be by secret ballot.
Section H: Candidates for the office of President, Vice-President or Secretary-Treasurer shall submit their names to the Nominations Committee chair prior to the Committee’s report to the membership on the first day of the Annual Meeting. The President shall call for further nominations from the floor and adjourn to the next day and reopen nominations again from the floor for each of the elected officials.  Voting shall take place on the second day of the Annual Meeting.  In the case of multiple candidates, each shall be given equal time to express their views and goals for the S.D.C.A. prior to voting.
Section I: In case no candidate receives a majority, the person receiving the fewest votes shall be eliminated and the same procedure followed until one receives a majority.
Section J: Only members in good standing are eligible for election.

The Officers of the S.D.C.A. shall be President, Vice-President, Secretary-Treasurer and Immediate Past-President who shall also comprise the Executive Committee.  The Executive Committee may meet as necessary.
Section A: The President
1. Shall be the Chief Executive Officer of the S.D.C.A., and shall preside at all meetings of the general membership, Executive Committee and the Board of Directors.
2. Shall sign documents and contracts as necessary.
3. Shall perform all duties commonly associated with this office and such duties as the Board of Directors desire.
Section B: The Vice-President
1. In the absence of the President, shall assume the duties of the President.
2. Shall have such duties as prescribed by the Board of Directors.
Section C: The Secretary-Treasurer
1. Shall perform the duties commonly associated with this office.
2. Shall be custodian of the books and records of the S.D.C.A. and permit the inspection of them by any active member of the S.D.C.A.
3. Shall act as the corresponding and accounting agent, maintain a record of receipts and disbursements, send notices of meetings and bills for dues and assessments, keep and maintain a record of the name, address and date of membership, together with the dues and assessments charged against each member and payments made.
4. Shall be the custodian of all funds and securities of the S.D.C.A. and shall deposit funds in a depository designated by the Board.  Shall submit a financial statement to the Board of Directors at all SDCA meetings or when requested by the Executive Committee.
Section D: The Immediate Past-President
1. In absence of both the President and Vice-President, shall carry out the duties of the President.
Section E: The Executive Director
1. The Executive Director shall be initially retained by a two-thirds  (2/3) vote of the Board of Directors.
2. The Executive Director shall be an employee of the South Dakota Chiropractors’ Association.
3. The duties and terms of the Executive Director shall be defined in the Executive Director’s Employment Agreement.
4. The Executive Director shall sign documents and contracts as directed by the Executive Committee.
5. The Executive Director shall keep accurate minutes of all Board meetings.

Section A: The Board of Directors shall consist of the President, Vice-President, Secretary-Treasurer, Immediate Past President and the eight (8) Directors, all of whom shall have a vote except the President who may vote only in case of a tie.
Section B: Powers.  The business, management and property of S.D.C.A. is exercised, conducted and controlled by the Board of Directors under the general and specific control and direction of the membership.
Section C: The Board may, at the order of the general membership, engage the services of Legal Counsel and/or Lobbyist(s) or other persons as needed.
Section D: A majority of the members of the Board of Directors, as constituted for the time being, shall be a quorum.  The action of the majority of the members present at a meeting where a quorum is present shall be the act of the Board of Directors.
Section E: Meetings. Meetings of the Board of Directors may be held in or out of this state as determined by the Board. Meetings may be called by a majority of the Executive Committee with notice to all active S.D.C.A. members.
Section F:
1. Emergency meetings may be called by a majority of the Executive Committee or of the Board of Directors.  Any action taken by teleconference may not involve suspension or revocation of any S.D.C.A. member or the replacement of a member of the Board of Directors, or the levy of any assessments or increase in dues.
2. Expenses of the Board of Directors, Officers, committees or S.D.C.A. members performing service on behalf of the S.D.C.A. shall be determined and approved by the Board.  Such expenses may include, travel, lodging, and/or per diem.
Section G: Any District Director not fulfilling the duties as described in these bylaws, or not in good standing, may be replaced by a majority vote of that Districts’ membership or by a two-thirds (2/3) vote of the Board of Directors.
Section H: Duties. Each District Director represents their district.  All District Directors shall assist in accomplishing the objectives of S.D.C.A.  They shall accept duties assigned to them by the President, the Executive Committee and the S.D.C.A.
Section I: Meetings by Teleconference.  All meetings except as otherwise provided shall be open to all active members.  Meetings, except the annual meeting, may be conducted by teleconference.  A teleconference is information exchanged by audio or video medium.  Members shall be deemed present if they answer “present” to the roll call taken by a teleconference.  Any vote at a meeting held by teleconference shall be taken by roll call.  Any active member may listen to, participate in and record any meeting held by teleconference except for executive or closed meetings.
Section J: Executive Sessions.  Executive or closed meetings of the Board of Directors may be held for the sole purposes of (1) discussing the qualifications, competence, performance, character or fitness of any employee, independent contractor, or perspective employee or independent contractor; and, (2) consulting with legal counsel or reviewing communications from legal counsel about proposed or pending litigation or contractual matters.
Section K:  Expenses, in excess of the membership-approved budget, may be approved by the executive committee, unless the expenses exceed $5,000, which then must have approval of the full board of directors.

Section A: The S.D.C.A. shall be divided into four (4) geographical Districts. Membership in each District and its geographical size shall be considered in determining the number of directors in each District.
Section B: The Districts shall have those boundaries as approved by the members at an Annual Meeting. Proposals for changes in District boundaries shall be submitted to the Board of Directors at least ninety (90) days prior to an Annual Meeting.

Section A: Committees and their chairs shall be appointed by the President and ratified by the Board of Directors.  The members of the committee will serve at the pleasure of the President and the committee Chair.
Section B: Members shall serve one (1) year terms.
Section C: Members may be added or replaced at the pleasure of the President or the committee Chair.
Section D: Committee Chairs serve at the pleasure of the President.   Any new chair shall be subject to ratification at the next Board Meeting.
Section E:  Standing Committees are (1) Governance, (2) Public Relations/Development,(3) Programs, (4) Legislative, (5) Insurance, (6) Finance. A majority of the committee members present at the meeting shall constitute a quorum for the transaction of business at any meeting of that committee.

Persons serving as officers, directors, committee members and executive director past and present may be indemnified by the S.D.C.A.  The Board of Directors by a two-thirds (2/3) vote may indemnify these persons or may, by the same vote, purchase and maintain liability insurance.  Indemnification may include attorney fees, judgments, fines, settlements and other costs as deemed appropriate by the Board of Directors.  Any protection offered by this section will depend on the S.D.C.A.’s ability to support the costs and scrutinization by the Board of Directors to determine if good faith was used and action taken were for the best interests of the S.D.C.A.

Any vacancies shall be filled by the President until the next annual meeting at which time an election shall be held to fill the remainder of the term.

Section A: Any officer, director or committee member may resign at any time by giving written notice to the President or Secretary-Treasurer.  The resignation shall take effect at the time specified therein, or if no time is specified, upon acceptance by the Board of Directors.
Section B: The members of the S.D.C.A., at any meeting called for this purpose, or at any Annual Meeting, by a majority vote of the members present, may remove any person selected or hired by the Board of Directors or the Executive Committee.
Section C: Any director who is absent from three consecutive regular meetings of the Board of Directors, unless excused by the Board of Directors for good and sufficient reason, shall be removed automatically as a director and such director’s position shall be declared vacant.  Any director or officer may be removed as a director or officer by a two-thirds (2/3) vote of the Board of Directors for two or more unexcused absences, violating these Bylaws, neglect of duty of office, or behavior injurious to the S.D.C.A.  No such action shall be taken until the director or officer has been advised of specific charges, given a reasonable time to prepare a response, and afforded a full hearing before the Board of Directors.

Section A: The Code of Ethics shall be approved and adopted by the S.D.C.A.
Section B: Written and signed complaints received by any Officer or Director shall be turned over to the Executive Committee and the Members’ District Director for their action.

Section A: Robert’s Rules of Order, current edition, is to apply to all questions of procedure and parliamentary law not specified in these bylaws, or other rules of the S.D.C.A.  A Parliamentarian may be appointed to assist the President at all meetings.

S.D.C.A.’s fiscal year shall be January 1 to December 31.

Section A:  These Bylaws may be amended, repealed or new Bylaws adopted at any annual meeting or special meeting called for that purpose, by a two-thirds (2/3) vote of the members present.  All amendments shall be in writing and a copy provided each member at least ten (10) days prior to such meeting.

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