ARTICLE I
Name, Membership and Purpose
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Section 1. Name. The name of this nonprofit corporation is South Dakota
Association of the Deaf, Inc. (the “Association” or “SDAD”).
Section 2. Membership
Section 2.1: Classification. Any deaf citizen in good standing is eligible for
membership and may become a member of SDAD upon the payment of dues, under such
rules which are adopted by SDAD.
Section 2.2: Resident Members. Any member is entitled to all privileges of
resident membership such as voice and vote, and can become a participant in any
duties as assigned by the Board of Directors after a period of six (6) months
of residency in South Dakota except for holding an office, which requires
one-year resident membership.
Section 2.3: Non-Resident Members. Non-resident (defined as a member not living
in the State of South Dakota) members shall have voice but with no voting
privilege.
Section 2.4: Honorary Members. A qualified person may be made honorary member
of SDAD for life by a majority vote of the particular membership at any
convention. This honorary member shall have privilege to give talks and advice
at any general convention.
Section 2.5: Retired Members. Any member who retired in the State of South
Dakota but living outside of said state shall have all privileges of a SDAD
member.
Section 2.6: Approval of Board of Directors. Membership may be granted to any
hearing person who is interested in working with deaf individuals and/or SDAD
subject to approval of the Board of Directors. The said member is entitled to
all privileges of membership except to hold an office and membership dues shall
be the same as the regular SDAD membership dues.
Section 3: Purpose. The purpose shall be restricted as set forth in the
Articles of Incorporation to at all times comply with the requirements of the
Internal Revenue Code for a 501 (c)(3) non-profit corporation, but shall
generally include the promotion of the general welfare, the educational,
material, social and moral needs of the deaf and the hard of hearing in South
Dakota; Furthermore, to furnish aid by all possible means to the deaf citizens
of South Dakota and to encourage cooperation among all diverse organizations of
the deaf and the hard of hearing in the said State.
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ARTICLE II
The Board of Directors/Objectives
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Section 1. The Board of Directors of SDAD shall consist of a President, a Vice
President, a Secretary, a Treasurer, five (5) Board members-at-large, for a
total of nine (9) Board positions.
Section 2. Only members in good standing may be allowed to hold SDAD offices
and Board positions.
Section 3. The Board of Directors shall meet quarterly and at any subsequent
meetings as deemed necessary.
Section 4. The Board of Director shall meet as deemed necessary to settle any
immediate matter requiring special attention or important for the welfare of
SDAD at a designated site to be selected by and noticed in writing by the
President.
Section 5. The Board of Directors shall have the general management of SDAD
affairs between conferences. The Board of directors shall have the power to use
any available funds of SDAD for purposes intended to promote the needs of SDAD.
Section 6. It shall have the power to call any special SDAD meeting. In case
they are unable to hold a meeting at designated place due to weather or
distance, for instance, a vote by mail upon a question shall be allowed.
Section 7. All officers shall begin their new duties immediately after the
conference, providing that all other businesses of the convention have been
disposed of.
Section 8. Any two members of a family unit may hold an office at the same time
except that of Treasurer and being a member of the Auditors.
Section 9. Any employees working with SDAD, Inc, shall not serve on the SDAD
Board of Directors because of a conflict of interest.
Section 10. Objectives.
Section 10.1. The Association shall operate in such a manner so as to satisfy
the requirements imposed on an organization exempt from federal income tax
under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the
regulations promulgated pursuant thereto, or the corresponding provision of any
applicable future United Sate Internal Revenue Law or regulations
(collectively, the “Code”).
Section 10.2. No part of the new earnings of the Corporation shall inure to the
benefit of, or be distributable to, its directors, officers, or other private
persons, except that the Corporation shall be authorized and empowered to pay
reasonable compensation for services rendered.
Section 10.3. No substantial part of the activities of the Corporation shall be
the carrying on of propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate in or intervene in any
political campaign on behalf of any candidate for public office.
Section 10.4. In the event of dissolution of the Corporation, any remaining
assets shall be distributed to (i) CSD, so long as CSD shall at the time
qualify as an organization described in Section 501(c)(3) of the Code, or (ii)
if CSD does not exist or meet the qualifications described in clause (i), to
any organization or organizations determined by the Board of Directors of the
Corporation which are organized and operated exclusively for charitable,
educational, or scientific purposes which shall, at the time, qualify as
organizations described in Section 501(c)(3) of the Code.
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ARTICLE III
Board of Auditors
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Section 1. Three (3) members shall be appointed for a staggering term as
Auditors by the President, beginning with a Head Trustee and then two other
members as Second and Third Trustees.
Section 2. They are to audit all monies and books of SDAD’s treasury. They will
be called upon to report to the Board of Directors for confirmation and
satisfaction.
Section 3. Whenever a vacancy occurs, this position shall be filled by the
President, with approval of the Board of Directors.
Section 4. The term of Auditors shall be elected on a staggering terms of three
(3) years each “3-2-1”.
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ARTICLE IV
Oath of Officers
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Section 1. At the conclusion of the conference, all newly or re-elected
officers shall take the following pledge;
“I do solemnly promise on my honor as a member and officer that I will
faithfully conduct the duties of my office to the best of my ability.”
Section 2. All newly elected officers of SDAD Board of Directors shall pledge
their oath after the election of the officers during the conference.
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ARTICLE V
Vacancies and Conflict of Interest
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Section 1. Whenever any vacancy shall occur on the Board of Directors, by
reason of death, removal, resignation or otherwise, it may be filled by the
President with approval of the Board of Directors, for the balance of the
unexpired term of the predecessor in the office.
Section 2. Any duplicity of interest or possible conflict of interest on the
part of any Board of Directors member should be disclosed to other Board of
Directors members and the SDAD members and this record made known through the
proper conference procedures and/or Board of Directors action.
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ARTICLE VI
Duties of Officers
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Section 1. President. It shall be the duty of the President to:
a. Preside at all meetings of SDAD and to carry out actions as required by the
Board of Directors.
b. Select certain Conference Committee Chairpersons at least a year before the
next conference.
c. Serve as an Ex-Officio member of all committees so formed by the Board of
Directors and/or the President.
d. Be responsible to see that the Treasurer be bonded within a reasonable
amount of time in order to protect the SDAD financial status.
Section 2. Vice President. It shall be the duty of the Vice President to:
a. Assume and perform faithfully the duties of the President during the
latter’s absence.
b. Supervise the SDAD Entertainment and Recreation programs and to work with
the affiliated organizations in regard of scheduling the dates and events.
c. Supervise any other committees as assigned by the Board of Directors.
d. Be actively responsive to Board of Directors of any problems or actions
relating to SDAD.
e. Be responsible for the public relations work and be responsible to the
direction from the Board of Directors and/or SDAD.
Section 3. Secretary. It shall be the duty of the Secretary to:
a. Record correctly the minutes and proceedings of all meetings of SDAD.
b. Be responsible for all books and documents belonging to SDAD except those of
the Treasurer.
c. Be responsible for completion of all reports of the conference proceedings,
due on or before the 45th day of the convention year.
d. in case the Secretary is unable to attend any Board of Directors meetings,
the President will choose an officer to act as Secretary Pro-tem for that
meeting.
Section 4. Treasurer. It shall be the duty of the Treasurer to:
a. Receive all monies belonging to SDAD.
b. Keep an account of all receipts and expenditures.
c. Submit a financial report to SDAD whenever called upon to do so.
d. Have the right to pay existing bills upon approval of the Board of
Directors.
e. Keep a full and correct list of the members of SDAD with their full names
and their post office addresses.
f. Notify every member about their membership dues when due and keep them
updated.
g. Should anything happen to the Treasurer, the Board of Directors shall
appoint an Acting Treasurer.
Section 5. Board Members-at-Large. It shall be the duty of the Board
Members-at-Large to:
a. Attend all of the Board of Directors and conference meetings.
b. Participate in and help with solving any problems or actions in
order to protect SDAD as a parent organization from all other subordinate
groups functioning under SDAD.
c. Be responsible to the commitments as assigned by the Board of
Directors’ approval.
d. Each Board Member-at-Large shall be given certain duties which shall be
assigned by the President with the Board of Directors’ approval.
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ARTICLE VII
Quorum
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Section 1. Twenty (20) paid members shall constitute a quorum to start the
business meeting at a conference which shall meet every odd year.
Section 2. The quorum for the Board of Directors to start any meeting shall
require the presence of seven (7) Board of Directors members.
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ARTICLE VIII
Dues and Compensation
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Section 1. Active members shall pay dues annually before March 5th. They may
continue paying their membership dues by mail or directly to the Treasurer.
Section 2. Dues and membership compensation shall be determined at each and
every conference.
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ARTICLE IX
Finance
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Section 1. The general fund is designed to meet the operating expenses of SDAD.
It shall come from collection of receipts from membership dues, affiliation
fees, contributions and any fundraising projects.
Section 2. The Treasurer shall be bonded to cover the SDAD treasury with a
sufficient protection.
Section 3. No personal loans can be made from the Treasury.
Section 4. The President shall appoint members to be on the Finance Committee,
consisting of three people, subject to approval by the Board of Directors.
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ARTICLE X
Liability Rights
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Section 1. SDAD shall not be responsible for any liabilities borne by any other
groups or organizations occurring outside of SDAD’s financial matters.
Section 2. The members of SDAD Board of Directors shall not be liable for any
liabilities as defined in the aforementioned Section 1.
Section 3. No members of the Board of Directors shall have any right, title, or
interest in or to any income, property, or assts of SDAD either prior to or at
any liquidation or dissolution of SDAD, all of which income, property, and
assets shall, at the time of any liquidation, be transferred as provided in the
Articles of Incorporation of SDAD.
Section 4. The private property of the members, both of the Board of Directors
and SDAD, shall be exempt from execution or other liability for nay debts of
SDAD.
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ARTICLE XI
Conference Meetings and Election
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Section 1. SDAD shall hold a conference for the purpose of a meeting and an
election of the officers of the Board of Directors every two (2) odd years at
such place as may be determined by its active members in the same attendance.
Section 2. At every SDAD conference, there shall be an election of nine (9)
persons to serve on the Board of Directors for every two odd years.
Section 3. In case of indecision, the Board of Directors shall be given the
power to select the conference site at a later date.
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ARTICLE XII
Conference Reports
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Section 1. All reports from the officers and committees shall be prepared in
writing before the conference.
Section 2. Conference proceedings shall be updated and completed on or before
the 45th day after the end of the conference by the SDAD secretary and they
shall be mailed to the SDAD members in good standing.
Section 3. A financial report of the conference shall be audited and reported
to the Board of Directors on or before the 45th day after the end of the
conference time.
Section 4. Reports, proceedings, and financial statements of the conference are
to be distributed and/or mailed to every SDAD member in good standing within
forty-five days after the end of the conference time.
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ARTICLE XIII
Amendment
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Section 1. Amendments to the Bylaws of the Association shall be made at the
regular conference by a two-thirds vote of the members in attendance or at a
special meeting of the members and any amendment to the Articles of the
Association, shall be made by a two-thirds vote of the Directors of the
Association, at a meeting or by resolution as permitted by law.
Section 2. Such proposed amendments to the Bylaws shall be submitted to the Law
committee in writing no less than 60 days prior to the conference.
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ARTICLE XIV
Affiliation with the NAD and Delegates
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Section 1. SDAD shall maintain its perpetual affiliation with the National
Association of the Deaf.
Section 2. SDAD shall pay its state association affiliate fee to NAD, on or
before the 30th of March every year.
Section 3. Two State representatives shall be chosen by the active members to
attend the NAD conference along with the President. The President may appoint
himself whenever necessary if there is no successor, with approval from the
Board of Directors.
Section 4. The NAD representatives shall be required to present their written
and oral reports within six (6) months upon returning. Copies of their reports
shall be available at the next conference.
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ARTICLE XV
Dissolution
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Upon the dissolution of the South Dakota Association of the Deaf, Inc., SDAD
shall, after paying or making provisions for the payment of all of the
liabilities of SDAD, dispose of all assets of SDAD exclusively for the purpose
of SDAD in such a manner, or to such organizations constituted and operated
exclusively for charitable or educational purposes as shall at the time qualify
as an exempt organization under Section 501(c)(3) of the Internal Revenue Code
of 1954 (or the corresponding provision of any future law) as SDAD shall
determine. Any such assets not disposed of shall be disposed by the Court of
Common Pleas of the county in which the principal office of SDAD is then
located, exclusively for such purposes or to such organizations as said Court
shall determine, which are organized and operated exclusively for such
purposes. Such assets being disposed of may be considered to give the first
choice to the Communication Service for the Deaf, Inc or the National
Association of the Deaf.
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ARTICLE XVI
Parliamentary Procedures
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The proceeding of all meetings of SDAD and the Board of Directors shall be
conducted according to the common parliamentary laws as set forth in the
“Robert’s Rules of Order.”
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ARTICLE XVII
Agendas for Meeting
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Section 1. Sequence of Order of Conference Meetings:
a. Call to Order
b. Roll Call of Members (Treasurer)
c. Reading and Approval of Minutes
d. Reading of Communications
e. Reports of all Officers and Standing Committees
i. President
ii. Convention Chairperson
iii. Vice President (Public Relations)
iv. Secretary
v. Treasurer
vi. SDAD Representatives to the NAD Conference
vii. Honorary Members
viii. Law Chairperson
ix. Necrology chairperson
x. Resolution Chairperson (Secretary)
xi. Nomination Chairperson
xii. Legislative Chairperson
xiii. Cultural Chairperson
xiv. Historian
f. Reports of Special or Selected Committees
g. Unfinished Business
h. New Business
i. Election
i. President
ii. Vice President
iii. Secretary
iv. Treasurer
v. 5-Board Members-at-Large
vi. 2 Representatives to NAD Conference
j. Selection Site for Next Convention
k. Selection of Next Convention Chairperson (President)
l. Announcements
m. Adjournment
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ARTICLE XVIII
Affiliated Services and Programs
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Section 1. SDAD shall be known as the main body that governs all of its
affiliated agencies and/or groups as follows:
a. SDAD Center of Sioux Falls
b. SDAD Center of Rapid City
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