State Bylaws
CONSTITUTION AND BYLAWS OF THE SOUTH DAKOTA JAYCEES
ARTICLE I - ORGANIZATION AND PURPOSE
A. ORGANIZATION
This is a non-profit corporation organized and existing under the Non-Profit Corporation Act of the General Statutes of the South Dakota Articles of Incorporation which were filed in the Office of the Secretary of State of South Dakota on the 29th of April, 1968, setting forth the name of this corporation to be South Dakota Junior Chamber, Incorporated. By Articles of Amendment filed in the same office on the first day of May 1969, the name of the corporation was changed to South Dakota Junior Chamber, Incorporated, and shall do business under the name of South Dakota Jaycees. The corporation shall be governed and managed pursuant to the terms of its Articles of Incorporation, as amended, the Non-Profit Corporation Act of South Dakota, these Bylaws, and the policies adopted hereunder; provided, that these Bylaws, and policy adopted, and any action taken pursuant to them shall be subordinate to the foregoing authorities.
B. PURPOSE
The purpose of this corporation and organization is to promote cooperation and understanding between regularly constituted Local Member Organizations located in communities in the State of South Dakota; to aid them in carrying out the purpose and policies of the Jaycee Movement; to promote the exchange of ideas and serve as a clearing house for information; to increase their efficiency; to promote and make possible uniform and united action to advancing the common purpose of such organizations; to make possible concerted action and expression of opinion of such organization with regard to problems affecting the civic, commercial, industrial, agricultural, and social interest of the community; state, and nation; to educate and inform the young people of South Dakota to such matters; and to help provide leadership training to its members through such activities.
ARTICLE II - AFFILIATION AND RECOGNITION
This corporation is affiliated with the United States Junior Chamber and Junior Chamber International and shall be subject to the governing authorities of those organizations regarding such affiliation.
ARTICLE III - MEMBERSHIP
In these Bylaws, the Articles or any other legal documents of the organization, whenever the word he, him/her, his or other masculine gender is used, it shall also mean the female gender.
A. CLASSIFICATIONS
Membership in the corporation shall include five classes as follows:
1. Local Member Organization
Any young persons’ organization of good repute existing in any community within the State of South Dakota, of at least twenty Individual members, organized for the purposes consistent with those of this corporation, whose officers and active members are young people between the ages specified by the Bylaws of the United States Junior Chamber, as amended from time to time, shall be eligible for affiliation as a Local Member Organization.
2. Individual Members
Young people within the ages specified by the Bylaws of the United States Junior Chamber who are members of Local Member Organizations in good standing in the United States Junior Chamber. Such Individual Members shall be qualified by, and represented through, the Local Member Organization so long as said Individual Member shall pay the dues to the Local Member Organization specified in its Bylaws, Constitution or Articles of Incorporation. If any Individual Member shall arrive at the maximum membership age specified by the Bylaws of the United States Junior Chamber after the beginning of the Individual Membership anniversary date, such member shall be deemed an Individual Member until said member’s next anniversary date, or in the case of any Individual Member holding office in the United States Junior Chamber, a State Organization Member or a Local Organization Member, until completion of such term of office; no Individual Member shall be permitted to hold any such office if said member has reached the maximum membership age specified by the Bylaws of the United States Junior Chamber, prior to the commencement of the term of such office, except where provided by IV-B.
3. Alumni Member
An Alumni Member shall be an individual who has reached the maximum membership age specified by the Bylaws of the United States Junior Chamber who previously was an Individual Member in good standing. No Alumni Member shall be entitled at any time to hold any office or vote upon any matter of this Corporation, or any Local Organization Member. Dues for Alumni Members will be determined by the Executive Committee. Checks will be made to the SD Junior Chamber. All members’ names will be published each Trimester in the official publication.
4. Honorary Member
Honorary membership may be conferred upon recommendation by the President of the corporation and at least two (2) other members of the Executive Committee at any meeting of the Executive Committee on any persons by a two-thirds vote of the members of the Executive Committee present. Honorary Members may not vote or hold office in the corporation, except in honorary capacity. Honorary membership shall be conferred only upon outstanding cause shown.
5. Sustaining Members
The Executive Committee of the corporation may confer sustaining memberships on individuals and business establishments who contribute goods, moneys, and services to the corporation; provided, however, that in the solicitation of any sustaining memberships, the amounts solicited therefore shall not be less than twenty-five dollars ($25.00) for individuals, and for business establishments, with no maximum annually. Local Member Organizations shall submit sustaining membership fees to the Corporation in accordance with State Policy. The corporation shall also publish a list of sustaining members from time to time in the official publication of the corporation.
B. APPLICATION
1. Application for Membership
An applicant for Local Member Organization shall file in duplicate to the Corporation, its written or electronic application for membership, signed by the President and Secretary of the Local Member Organization and including therein the following information:
a. Name and location of the applicant
b. A statement of purpose for which it is organized
c. Names and addresses of its officers and Board of Directors or corresponding board of management
d. The amount of fixed dues of membership fees
2. Such applications shall be accompanied by the following documents:
a. A remittance payable to the South Dakota Junior Chamber covering:
1. The required charter fee of the United States Junior Chamber
2. The amount of applicant’s annual dues to the Junior Chamber International
3. The amount of applicant’s annual dues to the United States Junior Chamber
4. The amount of applicant’s annual dues to the South Dakota Junior Chamber
b. Two (2) copies of the applicant’s Constitution, Articles of Incorporation, and Bylaws, which Bylaws shall include the following minimum provisions:
1. The following clause: “Affiliation: This organization shall be and is hereby affiliated with the South Dakota Junior Chamber, United States Junior Chamber , and Junior Chamber International, and is subject to the Constitution and Bylaws of those bodies in so far as they affect and prescribe the functions of local Junior Chamber chapters.”
2. That the annual election of officers and directors shall take place by November 30 each year, and that such officers shall take office by January 1
3. That the individual membership dues shall be as prescribed by Article XXIII of the Bylaws
c. A complete roster in duplicate of the applicant’s active membership with mailing addresses thereof
3. Membership in this corporation shall be subject to the approval of a two-thirds vote of the members of the Executive Committee present at any meeting of the Executive Committee. When the Executive Committee is satisfied that all conditions for membership have been met, it may so approve the application for a charter for membership in the South Dakota Junior Chamber
4. In the event of acceptance, a charter for membership issued by the Secretary and signed by the President and Secretary shall be presented to the applicant by an authorized representative of the corporation. In the event of rejection, the applicant’s monetary remittance shall be returned forthwith.
5. A local Member Organization shall not change or amend its Bylaws, Constitution or Articles of Incorporation in such a manner that will be inconsistent with any of the aforesaid requirements for affiliation.
6. When the application of a new Local Member Organization is approved, said member and the Individual Members thereof immediately shall become fully paid and qualified members of this corporation, entitled to all privileges of such members.
C. REVOCATION
1. Upon recommendation of the immediate supervising Executive Committee member, or unanimous recommendation of any two Executive Committee members, the Executive Committee may, by a two-thirds vote of those present and voting, revoke the charter of any Local Member Organization or may terminate the membership of any Individual Member. Such action shall be only on good cause shown.
2. Escrow of Assets. At such time as a Local Member Organization’s membership falls below twenty (20) Individual Members, the President of the State Organization may appoint a person as Trustee of the assets of that Local Member Organization who shall supervise all expenditures and receipts of that Local Member Organization. At such time as a Local Member Organization has its charter revoked by The Corporation, the President of the State Organization shall appoint a person as Trustee of the assets of that Local Member Organization, who shall first pay the legal debts of the Local Member Organization and then apply the remaining balance, if any, to the benefit of the State Jaycee Foundation.
D. POWERS AND DUTIES OF MEMBERSHIP
1. All members in good standing in this corporation shall enjoy all rights and privileges now or hereafter afforded by this corporation. They shall have the right to elect, appoint, nominate or otherwise designate delegates, directors, candidates for office and committee members as hereinafter provided. Members of this corporation are expected to support the actions and activities of the Jaycee organization at all levels and to carry out any duties and responsibilities of membership specifically stated in these Bylaws or as directed by the Executive Committee or the Board of Directors.
2. Any member may resign or withdraw from the corporation by written request to the Secretary; provided, however, that all fees and dues are paid for the annual period in which the resignation is received by the Secretary, in order for the member to resign in good standing. Any member who has resigned in good standing and wishes to renew his/her affiliation with the corporation shall qualify and apply for membership in the same manner as provided for new members, including payment of all fees and dues as herein provided for.
ARTICLE IV – OFFICERS
A. TITLE OF OFFICERS: The officers of this corporation shall be as follows:
|
1. President
|
7. Treasurer
|
|
2. Chairman of the Board
|
8. Legal Counsel
|
|
3. Vice Presidents
|
9. State Chaplain
|
|
4. Regional Directors
|
10. Presidential Assistant(s)
|
|
5. District Directors
|
|
|
6. Secretary
|
|
|
|
|
|
|
|
B. QUALIFICATIONS, SELECTION AND ELECTION
All officers shall be bona fide Individual Members of a Local Member Organization and, with the exception of the Chairman of the Board, shall not have reached the maximum membership age specified by the Bylaws of the United States Junior Chamber on or before the beginning of the fiscal year. Additional qualifications, selection and election of these officers shall be in the manner hereafter prescribed in the Bylaws. They shall carry out all duties incident to their offices as directed by the law, Articles of Incorporation and these Bylaws.
C. DUTIES OF OFFICERS GENERALLY
All officers shall attend an orientation meeting called by the President between the date of planning session and Dec. 31st; said meeting to be a joint meeting of the incoming and outgoing officers.
D. IMPEACHMENT
The Board of Directors of the corporation, at any duly convened meeting, may remove any officer of this corporation from office for good cause shown, provided that such removal vote shall be by two-thirds of the total board present at such duly convened meeting. The procedure for bringing any impeachment action for consideration of the Board of Directors shall be in the manner prescribed by the Executive Committee.
E. TERM OF OFFICE
All officers shall serve for a term of one year, said term to begin on the first day of January and to terminate on Dec. 31 of the same year. Officers will be sworn in at the Year-End banquet.
F. EXECUTIVE VICE PRESIDENT
Executive Vice President may be appointed, by the State President subject to the majority of the Executive Committee. The Executive Vice President shall hold office during the term of the President appointing unless sooner removed by the Executive Committee or replaced by a President elected to fill a vacancy.
ARTICLE V - PRESIDENT
A. The corporation shall have a President who shall be elected by a majority of the votes cast by the certified delegates at the Second Trimester Meeting of the corporation, as hereafter provided in Article XVIII. The President shall not have served a full term as State President. The President shall have served a minimum of one year in an elected member of the South Dakota Junior Chamber Executive Committee.
B. The President shall preside at all meetings of the corporation, its Board of Directors, and the Executive Committee, and shall be an ex-officio member of all committees.
C. The President shall be responsible for the affairs of the corporation and, with the assistance of the Secretary and Treasurer, shall execute and administer the policies and affairs of the corporation as established by the membership, Board of Directors, and Executive Committee, and Vice Presidents.
D. The President shall appoint annually, chairpersons, immediately following his/her election, from persons then serving on the Executive Committee of the corporation, to head the following committees:
1. Constitution, By-laws, Geographical re-organization 5. Membership Development
2. Future Directions 6. Individual Development
3. Community Development 7. Personnel
4. Management Development
E. Subject to the other Articles hereof, the President shall appoint annually, immediately following his/her election, subject to confirmation by a majority of the Executive Committee, from Individual members of Local Member Organizations, the following:
1. Legal Counsel 5. Presidential Assistant(s)
2. Secretary
3. Treasurer
4. Chaplain
The President may also appoint from the Local Member Organizations such assistants to the above as he deems necessary.
F. The President, may, immediately following his/her election, subject to the approval of the Executive Committee, appoint persons to serve on any standing and special committees or subcommittees of the corporation. Additional and supplemental appointments shall be made by the President, subject to the approval of the Executive Committee, as circumstances may require. The President may require officers and State Committee Chairmen to make regular and special reports at such time as the President may prescribe.
ARTICLE VI - CHAIRMAN OF THE BOARD
A. The immediate Past President shall be the Chairman of the Board.
B. The Chairman of the Board shall work with and assist the President for the duration of the President’s term of office.
C. The Chairman of the Board shall be in charge of the State Delegation at the National Convention.
D. The Chairman of the Board shall preside in the event of a vacancy or absence in the office of the President.
E. The Chairman of the Board shall install the new officers and administer the oath of office.
ARTICLE VII - VICE PRESIDENTS
A. The corporation shall have four (4) Vice Presidents, who shall be elected by a majority of the votes cast by the certified delegates at the Second Trimester meeting of the corporation.
B. No person shall be eligible for election as Vice President unless the person is an Individual Member in good standing of a Local Member Organization and that person has previously served in an elected position as Local Member Organization President, and has previously served on the Executive Committee of the South Dakota Jaycees.
C. Vice Presidents shall be elected without regard to their portfolio assignment. After their election, one (1) shall be designated Community Development Vice President, one (1) shall be designated Individual Development Vice President, one (1) shall be designated Management Development Vice President, and one (1) shall be designated Membership Vice President, and such other designations as the Executive Committee shall approve.
D. The Vice Presidents shall be assigned portfolios by the newly elected President of the corporation.
E. No more than (1) Individual Member of the same Local Member Organization may be nominated for Vice President. If nominations are not closed 24 hours prior to elections, no more than two (2) people may be nominated from the same Local Member Organization.
ARTICLE VIII - REGIONAL DIRECTOR
A. The corporation shall have no more than one (1) Regional Director for each region who shall be elected within his/her region by a majority of the votes cast by the certified delegates of such region present at a Regional Planning Session.
B. The boundaries of the region shall be designated by the Board of Directors at Planning Session.
C. No person shall be eligible for election as Regional Director who shall not be an Individual Member in good standing and have been President of a Local Member Organization of the Junior Chamber.
ARTICLE IX - DISTRICT DIRECTOR
A. The corporation shall have no more than one (1) District Director for every six (6) Local Member Organizations of the corporation, or any fraction thereof, in each region as are hereinafter designated, on January of the calendar year. After nominations as hereinafter provided, the number of District Directors to which a region is entitled under aforesaid formula shall be elected at Planning Session by a majority of the votes cast by the certified delegates. No District Director shall be assigned to their home chapter if they also hold a position on their local Board of Directors.
B. No more than two (2) individual members of the same Local Member Organization can be nominated for District Director.
C. No person shall be eligible for election as District Director who shall not be an Individual Member in good standing and have been Local President of a Local Member Organization of the Junior Chamber.
ARTICLE X - SECRETARY
A. The Secretary shall hold office during the term of the President appointing him/her, unless sooner removed by the Executive Committee or replaced by a President elected to fill a vacancy.
B. The Secretary shall supervise and be responsible for the preservation of records, official correspondence, documents, and communications and records of proceedings of the corporation, Executive Committee and Board of Directors.
C. The Secretary shall cause to be notified the members of the corporation in writing of all regular and special meetings of the Board of Directors, the Executive Committee, and the corporation.
D. The Secretary shall preside over all meetings in the absence of the President and the Chairman of the Board.
E. The Secretary shall perform such further duties as he may be directed to do by these Bylaws, the Board of Directors, the Executive Committee, or the President.
ARTICLE XI - TREASURER
A. The Treasurer shall hold this office during the term of the President appointing him/her unless sooner removed by the Executive Committee or replaced by a President elected to fill a vacancy.
B. The Treasurer shall have general supervision over all corporate funds and securities, shall keep or cause to be kept proper records of dues and accounts of the corporation, and shall supervise and be responsible for the disbursement of the funds of the corporation in accordance with the approved budget or as directed by the Board of Directors, Finance Committee, or the Executive Committee.
C. At each Board of Directors Meeting, each Executive Committee Meeting, and at each Annual Meeting, the Treasurer shall furnish a complete financial statement in detail, showing receipts, expenditures, and cash balance on hand of the corporation.
D. The Treasurer shall serve as Chairman of the Finance Committee and as ex-officio member of the Elections and Credentials Committee.
E. The Treasurer shall be responsible for the collection of dues, as well as other monies owed to the corporation, and shall take appropriate action concerning delinquent accounts.
F. The Treasurer shall be responsible for the conduct of such additional duties as the Executive Committee or President may direct to him/her.
ARTICLE XII - GENERAL LEGAL COUNSEL
A. The Legal Counsel shall be appointed by the President, subject to the approval of a majority of the Executive Committee. The Legal Counsel shall hold office during the term of the President appointing him/her unless sooner removed by the Executive Committee or replaced by a President elected to fill a vacancy.
B. The Legal Counsel shall be a lawyer and a bona fide Individual member in good standing of a Local Member Organization of the corporation.
C. In addition to his/her legal duties and other duties assigned to him/her by the President, the Legal Counsel shall serve as Parliamentarian of the corporation and its legislative bodies and as Chairman of the Election and Credentials Committee.
D. The Legal Counsel shall have the duty, when called upon by a Local Member Organization, to rule on questions arising out of a possible conflict between Local Member Organization Bylaws and Constitutions with the State and National Constitution and Bylaws. Any such ruling by the Legal Counsel shall be in writing and shall be signed by the Legal Counsel. However, the Local Member Organization so affected shall have the right to appeal such ruling to the Executive Committee at its next regular scheduled meeting. The Executive Committee may overrule, modify, or amend the ruling of the Legal Counsel by a majority vote of the members of the Executive Committee present and voting.
ARTICLE XIII - STATE CHAPLAIN
A. The Chaplain shall be appointed by the President subject to the approval of a majority vote of the Executive Committee. The Chaplain shall hold office during the term of the President appointing him/her unless sooner removed by the Executive Committee or replaced by a President elected to fill a vacancy.
B. The Chaplain shall be a bona fide Individual member of a Local Member Organization of the corporation.
C. In addition to his/her official duties as Chaplain, the Chaplain shall serve as Chairman of the religious activities.
D. The chaplain shall also be an ex-officio member of the Executive Committee and shall give or provide for the invocation at all meetings of the Executive Committee, the Board of Directors, the membership of the corporation, and other state projects. The Chaplain shall also perform such other duties and functions as may be assigned to him/her by the President.
ARTICLE XIV - EXECUTIVE COMMITTEE
A. There shall be an Executive Committee which shall consist of the following voting members:
1. The Chairman of the Board 4. The Regional Directors
2. The President 5. The District Directors
3. The Vice Presidents
And the following non-voting members:
1. Secretary 5. Presidential Assistant(s)
2. Treasurer
3. General Legal Counsel
4. Chaplain
B. The Executive Committee shall have the power, authority, and responsibility to conduct the business and affairs of the corporation, except as limited by these Bylaws, the Articles of Incorporation, and law, to include the adoption, modification, amendment and change of policy for internal conduct of the corporation; the authority to regulate and direct the operation of the state headquarters office; the allocation to chairmen of state committees sufficient funds to enable them to satisfactorily carry out their duties; the revocation of the Charter of any Local Member Organization; and the termination of membership of any individual member.
ARTICLE XV - BOARD OF DIRECTORS
A. Each Local Member Organization of this corporation shall be represented on the Board of Directors of the South Dakota Junior Chamber by two (2) Directors chosen by said Local Member Organization in such manner as it may determine so long as it does not conflict with any provisions of these Bylaws.
B. The Local Member Organization shall determine the qualifications of its representatives of the Board of Directors. Such representatives shall be bona fide members in good standing in a Local Member Organization throughout this period of directorship.
C. The Directors of this corporation shall have the full power to manage the affairs of the corporation, adopt the annual budget of the corporation, and to carry out the duties as set forth in these Bylaws, except those things which may be authorized by these Bylaws as the express duties or powers of the membership, officers, or Executive Committee of this corporation.
D. The members of the Executive Committee, in their capacity as such members, shall be ex-officio, non-voting members of the Board of Directors, except that:
1. The President, or Chairman of the Board, if presiding over the Board of Directors as otherwise provided in these Bylaws, shall vote only in case of a tie vote of the members of the Board of Directors on matters concerning the entire Board.
2. The Secretary shall vote only in the absence of the President, when as otherwise provided in these Bylaws the Secretary has assumed temporary chairmanship of the Board; except, the Secretary shall be entitled to vote when acting as Director of his/her Local Member Organization.
E. The terms of a Director’s office shall run concurrently with the fiscal year of this corporation as herein specified and shall in no case run longer than one (1) year, except by re-election or re-appointment.
F. Directors named by Local Member Organization shall be certified by the Elections and Credentials Committee of this corporation by any officer of the Local Member Organization. When Alternate Delegates represent the Local Member Organization of the corporation, said Alternate Delegates shall be certified by the Elections and Credentials Committee and Delegates assume any duties and powers as Director. Certification of Directors and Alternates shall be done in accordance with procedures set out in the policy adopted by the Executive Committee of this corporation.
ARTICLE XVI - FINANCE COMMITTEE
A. There shall be a Finance Committee which shall be made up of the following members; Chairman of the Board, President, Treasurer, Legal Counsel, and all of the four Vice Presidents. The State President shall be able to appoint non-voting individuals to the Finance Committee.
B. The Finance Committee shall prepare an annual budget and present it to the Executive Committee within 30 days after the beginning of the administration year. Further, it shall be responsible for overall corporate financial planning and development; adherence to policies and procedures for the planning and development; adherence to policies and procedures for the acquiring, investing, and expenditure of funds; for the audit of the financial records of the corporation at the close of the fiscal year.
C. The annual budget shall be reviewed and compared to the financial status by the full Finance Committee Trimesterly throughout the year.
D. The Committee shall report directly to the Executive Committee any violations of the financial policies and procedures of the corporation.
E. All prospective statewide ways and means projects must be approved by the Finance Committee.
F. All bids for purchase must be approved by the Finance Committee.
G. The Finance Committee is empowered to borrow funds from any institution or individual whenever it deems it necessary. It shall report any such borrowings at the next Executive Board Meeting and Board of Directors meetings.
H. The incoming Finance Committee shall arrange for audit of the financial records.
ARTICLE XVII - VACANCIES
A. Any office is declared vacant upon the death, disability, resignation or removal of the person holding that office. If a new office is created, or additional Regional Directors or Vice Presidents authorized by this corporation, such new office or offices shall be considered vacancies for the purpose of electing such new officers.
B. In the event a vacancy occurs for any reason in the office of President, prior to or during his/her term of office, the Chairman of the Board shall become acting President and shall assume the full duties, responsibilities and powers of that office until a successor is duly elected. The Secretary of the corporation shall call a meeting of the Executive Committee within thirty (30) days from the date the vacancy occurs, at which time the Executive Committee shall nominate one or more persons as successors, to be elected at a General Membership Meeting called concurrently with the next Board of Directors Meeting of the corporation; except however, if the date for the next Board of Directors Meeting is more than ninety (90) days in the future, a Special Membership Meeting as prescribed in Bylaw XVII shall be called. The foregoing election to fill a vacancy in the office of the President shall be conducted according to the following rules:
1. Such nominee or nominees shall have served or be serving as an officer on the Executive Committee. Past Presidents may not be nominees unless there are less than 180 days left in the term.
2. A majority of the votes cast as such General Membership Meeting shall be necessary to elect, as hereinafter provided in Article XIX.
3. The member so elected shall take office immediately upon his/her election and shall serve the unexpired term of his/her predecessor or until his/her successor is elected and installed.
C. If a vacancy occurs in the office of Vice President, his/her successor shall be elected by a written secret ballot of the Executive Committee at its first meeting following the date of the resignation.
D. If a vacancy shall occur in the office of Regional Director, his/her successor shall be elected at the next Regional or State Meeting; provided that if such meeting shall be more than sixty (60) days in the future from the date the vacancy occurs, then the election shall be conducted by the Chairman of the Board, who shall call a meeting of the Region in which the vacancy occurs. Notice of such meetings shall be given no less than twenty (20) or more than thirty (30) days prior to the date on which the special Regional Meeting is to be held. Nominations for the vacancy shall be open through the hour set for the election, and the election shall be otherwise conducted as a regular election for the position of Regional Director.
E. If any vacancy occurs in the office of the District Director, the chapters assigned to the District Director whose office is vacant shall elect a successor. The election shall take place at the first meeting of the chapters assigned to such District Director, the first Regional Meeting in which the vacancy occurs, or at a meeting called at the discretion of the assigned Regional Director of the region in which the vacancy occurs and he shall act as District Director and shall perform the duties and responsibilities of the office.
F. If a vacancy shall occur in any of the offices appointed by the President as prescribed by these Bylaws, the President shall appoint a successor, subject to the approval of a majority vote of the Executive Committee present at its next meeting.
G. Local Member Organization shall have full power to fill vacancies which may occur for any reason on the Board of Directors in the same manner and under the same regulations as those herein provided for the choosing of the Directors.
ARTICLE XVIII - MEETINGS
A. MEMBERSHIP MEETINGS (REGULAR)
1. The South Dakota Jaycee Corporation shall meet on a Trimesterly (4-month) system. The Trimesterly Meetings shall be held with in six (6) weeks following the end of each Trimester. Election of the President will be held at the second Trimester Meeting. Election of the Vice Presidents will be held at the Second Trimester Meeting. Confirmation of all other officers will be held at Planning Session. Local Officers Training (LOTS) will be held in a time and place as decided upon by the Executive Committee. Planning session will be held during the month of November or December.
2. Delegates representing thirty (30) percent of the Local Member Organizations in good standing shall constitute a quorum at any meeting of the corporation.
3. The location of the next Annual General Membership Meeting, which is during the 2nd Trimester Convention, shall be determined by the Executive Committee during the Annual Meeting.
4. The Secretary of the corporation shall cause notice to be given to each Local President when bids are received, which notice shall also provide the requirements to be included in the bid.
5. All voting on matters of business at any Regular or Special meeting of the corporation shall be done by certified delegates of the Local Member Organization.
6. Robert’s Rules of Order shall prevail at all Regular and Special Membership meetings.
B. MEMBERSHIP MEETINGS (SPECIAL)
Special meetings may be called by the President or a majority of the Executive Committee or a majority of the Board of Directors at any time or place, provided written notice thereof is given to all Local Member Organizations at least fifteen (15) days in advance.
C. BOARD OF DIRECTORS MEETINGS (REGULAR)
1. The regular meetings of the Board of Directors shall be held four times each year. The Board of Directors shall hold one of the above-mentioned regular meetings at the Annual Membership Meeting, one in connection with the first Trimester Meeting, one during the second Trimester Meeting and one during the month of November in conjunction with Planning Session.
2. The locations of the Board of Directors meetings with exception to the one held in conjunction with the Annual Meeting shall be determined by the Board of Directors in meetings assembled 12-13 months prior to the date of the meeting as follows: 1st Trimester Board meeting location shall be determined at the 1st Trimester Board Meeting; 2nd Trimester Board meeting location shall be determined at the 2nd Trimester Board Meeting
a. All intents to bid for the Board of Directors meetings are to be received in writing by the Executive Committee at its last regularly scheduled meeting prior to the date of the Board of Directors Meeting at which the site will be determined.
b. After due consideration, the Executive Committee shall submit a list of qualified bids to the Board of Directors.
c. If no bids are received as prescribed above, the Executive Committee shall be authorized to determine the site of the Board of Directors meetings.
d. The Executive Committee may prescribe and publish the requirements to be included in a bid for a Board of Directors meeting.
e. The Secretary of the corporation shall cause notice to be given to each Local President when bids are to be received.
3. All voting on matters of business at any Regular or Special Meeting of the Board of Directors shall be done by certified delegates of Local Member Organizations
.
D. BOARD OF DIRECTORS MEETINGS (SPECIAL)
Special Board of Directors meetings may be called by the President, a majority of the members of the Executive Committee, or by a majority of the members of the Board of Directors, at any time or place, provided written notice thereof is given to all Local Member Organizations at least ten (10) days in advance.
E. EXECUTIVE COMMITTEE
1. The Executive Committee shall meet prior to each Board of Directors and Membership Meetings at a place and time designated by the President or a majority of the Executive Committee.
2. The first Executive Committee Meeting shall be held in the first full month of the year.
3. A majority of the voting members shall constitute a quorum.
F. REGIONAL MEETINGS
1. Each Regional Director shall hold and preside over at least two (2) meetings per year of the Local Member Organizations assigned to each Region.
2. Said meetings are to be held for the purpose of orientation of local officers, promoting state projects, exchanging ideas, and discussing items to be voted on at the Executive Committee, Board of Directors, and General Membership meetings.
3. Delegates representing a majority of the Local Member Organizations assigned to such Region shall be considered a quorum at any Regular or Special meeting called by said Regional Director.
4. The location of said meetings shall be determined by the Local Member Organizations within the Region. If no bids are received by the District or Regional Director, the District or Regional Director shall make arrangements for the next meeting.
5. All votes on matters of business and elections at Regular or Special Region Directors meetings of the Local Member Organizations assigned to him/her shall be done by certified delegates of the Local Member Organizations, based on the membership as of the first day of the month of the meeting as applied to the membership classification of Article XIX.
G. CONDUCT AT MEETINGS
1. All South Dakota Junior Chamber members present during any of the aforesaid described meetings shall be expected to conduct their selves in a professional manner. In the event that any report of vandalism, disorderly conduct, display of alcoholic beverages outside of private rooms or social functions or other conduct tending to reflect unfavorably upon the reputation of the Junior Chamber is reported to or by any member of the Executive Committee, the President may appoint two (2) members of said committee to investigate the incident. This investigation and report, together with statements from the persons allegedly involved, shall be received at a Regular or Special Meeting of the Executive Committee, at which meeting the persons involved or any officer from their Local Member Organization may be present. Upon completion of the hearing, the Executive Committee shall have the power, by a majority vote, to impose one or more of the following Individual or Local Member Organization penalties:
a. Letter of censure,
b. Loss of voting privileges, or
c. Rights to receive awards, prizes, or bids for any events revoked for up to thirteen (13) months.
H. LOCAL MEMBER ORGANIZATION’S RESPONSIBILITIES
1. All bids for Annual Meetings and Board of Directors meetings must be in accordance with Bid Policy.
2. All hosts for Annual Meetings and Board of Directors meetings shall present a completed Chairman’s Planning Guide to the Executive Committee within sixty (60) days after the meeting. Any chapter failing to comply with this provision shall not be eligible to serve as host for future state meetings or events unless a report is filed and/or the Executive Committee returns the chapter’s right to bid on state meetings by a majority vote.
ARTICLE XIX - REPRESENTATION
A. Voting delegates at such meetings shall be certified by the President or any other officer of each Local Member Organization to the Credentials Committee no later than the hour appointed for the convening of the meeting at which such votes are to be cast.
1. In the case where more than one meeting session is scheduled for one day, certification of delegates shall be closed at the convening hour of the first of such sessions.
2. The President of the corporation shall appoint said convening hour for state meetings and the Secretary shall notify each Local President and State Director of said hour at least fifteen (15) days prior to the date of said meeting.
3. The Credentials Committee shall allow ample time for delegate certification and notify each Local President and State Director of the hour allotted to same at least fifteen (15) days prior to the meeting.
4. Certification shall promptly be closed at the convening hour, except that local representatives then in line and awaiting certification shall be processed.
5. If there is no local officer present to certify delegates, then the assigned District Director or Regional Director may present local members in person to the Credentials Committee for certification
B. Each Local Member Organization whose dues have been paid for the current annual period shall be entitled in any election of state officers to the number of delegates and votes as indicated below, provided that each delegate shall cast only one (1) vote, and that no Local Member Organization casts more votes than the number of delegates present at the time of voting. Any Local Member Organization which has failed to pay its dues 30 minutes prior to the scheduled start time of the General Membership Meeting, shall not be eligible to vote at a General Membership Meeting connected with the corporation. The number of delegates and votes to which a Local Member Organization shall be entitled, if otherwise qualified, shall be as follows:
· Class A Membership (20 through 50 individual members) shall be entitled to four (4) delegates and four (4) votes.
· Class B Membership (51 through 75 individual members) shall be entitled to five (5) delegates and five (5) votes.
· Class C Membership (76 through 100 individual members) shall be entitled to six (6) delegates and six (6) votes.
· Class D Membership (101 through 125 individual members) shall be entitled to seven (7) delegates and seven (7) votes.
· Class E Membership (126 through 150 individual members) shall be entitled to eight (8) delegates and eight (8) votes.
· Class F Membership (151 through 175 individual members) shall be entitled to nine (9) delegates and nine (9) votes.
· Class G Membership (176 through 200 individual members) shall be entitled to ten (10) delegates and ten (10) votes.
· Add one (1) additional vote for each additional fifty (50) members or fraction thereof. For any purpose other than election of state officers, representation is defined in Article XV, Board of Directors.
C. No Local Member Organization shall be entitled to more than fifteen (15) delegates or votes at any time for any purpose. Classification of members for the purpose of determining their number of delegates shall be done by the Secretary of the corporation from the South Dakota Junior Chamber Roster of Members in good standing as of the first day of the month in which the particular meeting of the corporation is being held. Local Member Organizations may correct their membership at any time preceding the deadline of the first day of the month so long as the procedure for adding members is followed, and that said members are also bona fide Individual Members of the Local Member Organizations.
D. The above procedure applies to the State Meetings, Regional Meetings, and meetings of Local Member Organizations assigned to a District Director, provided that the certification of delegates at the latter two types of meetings shall be by the Regional Director or his/her designed representative
ARTICLE XX - NOMINATION AND ELECTION OF OFFICERS
A. NOMINATIONS FOR PRESIDENT, VICE PRESIDENT, REGIONAL DIRECTOR AND DISTRICT DIRECTOR
1. Each nomination for the office of President, Vice President, Regional Director, and District Director shall be filed in writing by the President of the Local Member Organization of which the candidate is a member. The nomination shall be transmitted by certified mail to the State Office of this Corporation, and shall be postmarked on or before seven (7) days prior to the Election each year
2. In the event that more candidates are nominated prior to the filing deadline for the office of President, Vice President, Regional Director and District Director than are such offices to be filled, then the nomination for President, Vice President, Regional Director and District Director shall close and the nominees receiving a majority of such votes by the certified delegates present at the Meeting of the corporation shall be elected to the offices of President, Vice President, Regional Director and District Director.
3. In the event that the same number to be elected are nominated prior to the filing deadline for the office of President, Vice President, Regional Director, and District Director by the Presidents of their Local Member Organizations, the membership of the South Dakota Junior Chamber may nominate one (1) or more candidates for such office up until twenty-four (24) hours prior to the time set for said election, and the nominees receiving a majority of such votes, by the certified delegates present at the Meeting of the corporation shall be elected to the number of offices to be filled for the office of President, Vice President, Regional Director, and District Director. All candidates not receiving a majority shall be included in the subsequent runoffs as needed.
4. In the event that less than the number to be elected are nominated for the office of President, Vice President, Regional Director, and District Director by the Presidents of their Local Member Organizations, nominations for President, Vice President, Regional Director, and District Director shall be taken from the floor. The nominees receiving a majority of such votes by the certified delegates present at the Meeting of the corporation shall be elected to the number of offices to be filled for the office of President, Vice President, Regional Director, and District Director.
B. TERMINATION
1. Resignations: Resignations of any officer of the corporation shall be presented to the Executive Committee and upon approval and acceptance of the Executive Committee that office shall be considered vacant.
2. Removals: Any officer who is absent from two or more successive Executive Committee or Board of Directors meetings without permission from the President shall present the facts in such case to the Executive Committee. After said hearing by the Executive Committee, the Executive Committee may by a two thirds (2/3) vote of the members of that body present declare the office vacant, and initiate steps to fill said office according to the provisions of these Bylaws.
C. ELECTIONS
1. The voting for the President, Regional Directors and Vice Presidents of the corporation shall be upon a call vote of the Local Member Organizations of the corporation; provided, however, that at such election no Local Member Organization is entitled to more votes than allowed under Article XVIII of these Bylaws, nor to any more votes than said Local Member Organization shall have properly certified to the Elections and Credentials Committee of the corporation, nor any more votes than said Local Member Organization shall have present on the floor of the Assembly when said election is being conducted at the time the name of the Local Member Organization is called. A Local Member Organization who violates the foregoing may be challenged by any certified delegate. The Chairman shall test the challenge by a roll call of delegates certified by the Local Member Organization. If the challenge shall be determined valid by the Chairman, the Local Member Organization violating this Bylaw shall be barred from voting for the duration of that Meeting.
2. Roll call of Local Member Organizations shall be by random selection for the first Local Member Organization and followed with regard to alphabetical listing of the Local Member Organizations having delegates duly certified at the Meeting.
3. The State Chairman of the Elections and Credentials Committee or his/her designee shall preside over the elections at the Meeting.
D. ELECTION RULES
1. Committee on Elections and Credentials: The President shall annually appoint by April 30th of each year a Committee on Elections and Credentials which shall be composed of the General Legal Counsel, one Vice President, and from each Region either one past State Officer or a past Local Member Organization President. A Chairman for the Committee on Elections and Credentials shall be appointed by the State President. In the event that any member of this committee shall become a candidate for President, Vice President, Regional Director, or the campaign manager for any candidate, the committee member shall immediately be deemed to have resigned from this committee and shall be replaced by presidential appointment.
2. This committee shall meet annually at the Meeting of the corporation on the day prior to the time set for election of officers.
3. The purpose of this committee shall be to certify candidates for offices to be elected at the Meeting who has complied with the election rules herein set out and to conduct the election at the Meeting.
4. No formal active campaigning of any kind shall be allowed prior to adjournment of the first Trimester Meeting of the corporation, either by a candidate, a prospective candidate, or anyone on behalf of a candidate or prospective candidate. This provision shall not apply in the event that an interim election is scheduled at such meeting to fill a vacancy. Candidates or prospective candidates for the office of President and Vice Presidents can announce and/or file after the adjournment of the First Trimester Meeting of the corporation.
5. There shall be no formal filing or announcement of any candidate for Regional Director or District Director prior to the close of the Business Session at the second Trimester Meeting.
ARTICLE XXI - TRAVEL ALLOWANCES
A. TRAVEL ALLOWANCE FOR OFFICERS
1. Officers shall be paid travel allowances by the corporation in such amounts as are approved by the Board of Directors in conjunction with that body’s approval of the proposed annual budget of the corporation.
2. No officer or program manager can exceed his/her budget without written verification and approval by the Executive Board.
3. Officer expenses must be submitted Trimesterly with only current Trimester expenses reimbursable.
4. In addition to the above, the Executive Committee may approval travel expenses for various State Chairmen within the limits of their approved budget.
ARTICLE XXII - PROGRAMMING
Programs or projects may be adopted by the Executive Committee by a majority vote of those present in the meeting of that body; provided, however, that the Board of Directors may overrule or appeal, modify, change or amend any program or project so adopted by the Executive Committee upon a majority vote of the Board of Directors at any meeting of the Board of Directors.
ARTICLE XXIII - DUES
The dues of the Local Member Organizations of this corporation shall consist of the dues established by the South Dakota Junior Chamber, the United States Junior Chamber, and the Junior Chamber International (JCI) as set forth in the following paragraphs of this article:
1. Each Local Member Organization of this corporation shall pay to the South Dakota Junior Chamber dues in the amount of fourteen dollars and fifty cents ($14.50) annually for each new Individual Member and nineteen dollars and fifty cents ($19.50) for each renewal of an Individual Member or for each reinstated Individual Member of the Local Member Organization.
2. Each Local Member Organization of this corporation shall pay to the United States Junior Chamber dues in the amount specified by the Bylaws of the United States Junior Chamber, as amended from time to time, annually for each Individual Member of the Local Member Organization.
3. Each Local Member Organization of this corporation shall pay to the Junior Chamber International (JCI) dues in the amount specified by the Bylaws of the JCI, as amended from time to time, annually for each Individual Member of the Local Member Organization.
4. Each Local Member Organization shall pay all dues as set forth above for each member at such time as the Individual Member is added to the membership of the United States Junior Chamber and thereafter annually by the state’s call-in closeout preceding to the local member’s anniversary month in which said Local Member was added to the membership of the United States Junior Chamber.
5. All new, renewed, and reinstated Individual Members shall be updated in MEMS or called in during the monthly closeout.
6. Dues shall be paid to the South Dakota Junior Chamber with a list of members that said payment is for. Payment shall be mailed to the State Membership Post Office Box.
7. All Local Member Organization dues not paid by the 15th of the month shall be considered past due. A 2% monthly late fee will be assessed on the 16th of each month the Local Member Organization is past due.
8. A Local Member Organization shall be considered delinquent and on cash basis as outlined in Article XXVIII if their account has been past due for sixty days.
9. A Local Member Organization shall lose all its rights, privileges, and powers of membership if and when its dues are delinquent.
ARTICLE XXIV - FINANCING
A. At the 1st Trimester Board of Directors Meeting, the Executive Committee shall present to the Board of Directors a proposed budget of the corporation for the fiscal year. The proposed budget may be approved, modified, or amended by a majority vote of those present at said Board of Directors Meeting. Approval thereof shall be deemed authority for the officers to expend the budgeted funds.
1. For budget proposals, gross membership receipts will be based on zero growth for the year. The above amendment to become effective 1983-84.
B. All accounts payable, upon being approved by the President, shall be paid by a check of the corporation upon the signature thereon of the Treasurer or his/her designated representative and counter-signature by the President when the amount is $2000 or greater, excluding membership dues paid to the United States Junior Chamber. No member of this corporation shall contract or cause to be made in the name of this corporation any debt of any nature whatsoever, without first receiving proper authority from the Board of Directors.
1. Officer expenses shall be the last expense paid each Trimester excluding the State President.
C. The officers and employees of the corporation who are charged with the responsibility of collecting and dispersing funds shall be bonded in an amount sufficient to protect the funds of this corporation.
D. All receipts, disbursements, and accounting of all Junior Chamber projects must be centralized. All receipts should be deposited into State Junior Chamber accounts and all disbursements made from said accounts.
E. Bids must be let according to State Policy.
F. The fiscal year of this corporation shall begin on January 1 and end on December 31 of the same year. This corporation shall engage a Certified Public Accountant for the purpose of an audit at the close of the fiscal year annually.
G. The Board of Directors may enact a membership dues adjustment. Any adjustment shall be attached to and payable with membership dues as specified by these Bylaws. Any adjustment shall be in effect for one year. Any adjustment must have specific determination for the expenditure of the funds raised. A three person committee will be appointed by the Executive Board to monitor all funds generated by this adjustment.
H. In case of dissolution or disorganization of the South Dakota Junior Chamber, any assets remaining after payment of all debts or obligations of the corporation shall be turned over to the United States Junior Chamber for use in extension work.
ARTICLE XXV – HEADQUARTERS AND EMPLOYEES
A. Until such time as the Board of Directors deems necessary, there will be no headquarters or employees for this Corporation.
ARTICLE XXVI - COLLEGIATE CHAPTERS
A. In order to qualify as a Collegiate Chapter, the Certificate or Articles of Incorporation and /or Bylaws of the Local Member Organization submitted by said Local Member Organization must contain written documentation that said Local Member Organization is a student organization that is officially recognized and/or sanctioned by a post-secondary educational facility or institution.
B. Said Local Member Organization of this corporation shall pay to the South Dakota Junior Chamber dues in the amount of ten and no/100 dollars ($10.00) annually for each new, renewal and reinstated Individual Member of the Local Member Organization and as described in Article XXIII two thru six. If said Chapter qualifies as a Collegiate Chapter, then the charter fee of two hundred fifty and no/100 dollars ($250.00) is waived.
ARTICLE XXVII - NATIONAL CONVENTION COMMITTEE BYLAWS
A. A National Convention Committee shall be established each year and be approved by the Executive Committee. In lieu of an established committee, the Executive Committee shall serve as a voting body concerning the business of National Convention activities.
B. The State Treasurer, serving as an ex-officio member, shall establish a checking account and any ledgers necessary to conduct the business of the National Convention Committee. The checking account shall be restricted to the use of National Convention receipts and disbursements only, excluding any use for candidates seeking a national office. All expenses concerning National Convention Committee activities must be paid from this account. Cash disbursements are prohibited.
C. The National Convention Committee shall establish such inventory control as deemed necessary to monitor promotional items received and the cash receipts from the sale of such items. The liability for unaccounted pins, patches, and related sale items shall be assumed by members of the committee.
D. The National Convention Committee shall present all fund raising projects that are run for any reason pertaining to National Convention activities before the Executive Committee for approval. The proposal must be supported by a Chairman’s Planning Guide.
E. The State Treasurer shall include the current status of the assets and liabilities for the National Convention Committee in his/her report issued at each Executive Board Meeting.
F. The National Convention Committee shall submit a final financial report to the Executive Committee no later than the First Trimester meeting of each year.
G. After a final audit by the Finance Committee any excess funds or promotional inventory shall be carried over to the next year’s committee.
ARTICLE XXVIII - CASH BASIS
A. Upon delinquency, a Local Member Organization will not be permitted to add, renew, or reinstate Individual Members until payment for the before stated Individual Members has been received by the Corporation.
B. Membership credit, parade credit, materials, and all other business with the Corporation will be given or provided only if payment is received by the Corporation by the deadline for the renewal, membership adds, parade points or such other deadline as set by the Executive Committee.
C. Without notice to the local chapter or any person, the Corporation may delay credit from membership payments, parade points, or any other request while waiting for payment clearance or other action that completes the transaction and places actual cash at the disposal of the Corporation.
D. Any delinquent Local Member Organization shall provide a payment plan to the Corporation which outlines how the account will be brought current.
1. Payment plan shall not exceed ninety (90) days from the delinquency date.
2. Payment plan must be accepted by the Finance Committee.
3. Late fees will not be assessed during payment plan period
E. If Local Member Organization does not complete the terms of the payment plan, then the 2% monthly late fee for the payment plan period will be assessed.
F. All delinquent accounts payable to the South Dakota Junior Chamber not covered under the Local Member Organization’s payment plan shall be applied to the Local Member Organization’s outstanding balance.
ARTICLE XXVIV - JCI SENATE
Recognize the South Dakota JCI Senate as an affiliated support group of the South Dakota Junior Chamber.
ARTICLE XXX - STATE EVENTS
Any Local Member Organization bidding and/or hosting a State Event (or bidding and/or hosting in cooperation with another (or other) Local Member Organization(s)) shall be a Local Member Organization in good standing as defined in Article III, Section A, Item 1, of these bylaws. Said Local Member Organization must have all accounts paid to the State Organization. These terms shall apply at the time of the bidding presentation and any time leading up to the date of the event.
1. Failure by a Local Member Organization to comply with terms set forth in Section A of Article XXX, will result in forfeiture of all bid deposits or bonds.
2. Reassignment of event(s) will be at the discretion of the Executive Committee.
ARTICLE XXXI – AMENDMENTS
The Constitution and Bylaws may be amended by a two-thirds vote of the members present at any general or special meeting provided written notice of the proposed action has been given to each Individual Member at his or her last known address at least thirty (30) days prior thereto.