SOUTH DAKOTA DEFENSE LAWYERS ASSOCIATION

The Voice of Lawyers Engaged in the Practice of Business Law, Governmental Law, and The Defense of Civil Actions



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BYLAWS (2013)

ARTICLE I

 

        Section 1. Membership shall be limited to lawyers of high character and professional qualifications engaged in the practice of law within the State of South Dakota and who devote a substantial portion of their practice to the defense of civil actions. Members must belong to and be in good standing with the State Bar of South Dakota.

 

        Section 2. Dues, assessments or fees may be imposed by the membership or by a vote of the Board of Directors.

 

        Section 3. The first annual meeting of the general membership shall be held at the South Dakota State Bar Association’s convention in June, 1994, at a time to be set by the present officers of this association; thereafter, the annual meeting of the general membership shall be held at any other date and time which shall be fixed by the Board of  Directors.

 

        Section 4. Special meetings of the membership may be called by the Board of Directors or by the President. Upon the written request of fifteen (15) members, filed with the Secretary, the President shall promptly call a meeting of the membership.

 

        Section 5. For annual and special meetings of the membership, at least ten (10) days’ notice must be given to the membership by telephone, in writing, or by electronic mail.  Notice of any annual or special meeting of the membership may be waived by any member in writing, before or after the meeting; and without any notice any member, by his attendance at or participation in the actions taken at the meeting, shall be determined to have waives notice thereof.

 

        Section 6. Five percent (5%) of the members, present in person or by proxy, shall constitute a quorum for the annual meeting of the membership. The action taken by majority of the members at the meeting at which a quorum of the membership is present, shall constitute the acts of the membership; provided, however, that if a quorum is not present at any meeting the members present may adjourn the meeting to another date and time.

 

        Section 7. All meetings shall be held at such places and at such times as are designated by the Board of Directors.


        Section 8. Members shall be entitled to one vote on any question before a meeting of the membership.

        Section 9. Members shall have the right to inspect all books and records for any proper purpose at any reasonable time.

        
Section 10. Upon failure of a member to pay his or her dues within six (6) months of the due date thereof, his or her membership terminates. A terminated member may not hold any office, attend any meeting, or be entitled to any of the privileges of this association. Termination of membership under this paragraph shall not release the liability of the former member for all unpaid dues and assessments as of the date of termination.

 

        Section 11. The right to suspend, expel or reinstate any member is vested in the discretion of the Board of Directors. Any member may be suspended or expelled for action or conduct inconsistent with the purposes of the association. No action shall be taken by the Board of Directors to suspend or expel unless the member is given written notice of the nature of the charge against him or her and notice of the time and place of a hearing thereon, to be conducted by the Board of Directors.

 

ARTICLE II

 

Board of Directors

 

        Section 1. The Board of Directors of this association, all of whom shall be members of the association, shall direct and manage its business, property and affairs. Said Board shall be made up of four (4) members elected by the membership as Directors, four (4) officers elected to their respective offices by the membership, the immediate past President of the Association, and the DRI State Representative elected by the membership. 

 

        Section 2. At the annual meeting of the general membership, members of the Board of  Directors shall be elected by the membership to fill the vacancies created by the expiration of the terms of office which the Directors are currently serving and any other vacancies existing on the said date not previously having been filled by the Board of  Directors as herein provided. Board of Directors members shall be elected for and shall serve a two—year (2) term, or until their successors are elected and qualified. Board of Directors members may be elected to succeed themselves without limitation. Any vacancy occurring on the Board of Directors between the annual meetings shall be filled for the unexpired term by the majority vote of the Board of Directors.

 

        Section 3.  At the annual meeting of the general membership, the DRI State Representative shall be an ex officio, non-voting member of the Board of Directors and shall be elected by the membership to fill the vacancy created by the expiration of the term of office for which the DRI State Representative is currently serving, not previously having been filled by the Board of Directors as herein provided.  The DRI State Representative shall be elected for and shall serve a three-year (3) term.

 

        Section 4. The members of the Board of Directors, excepting the officers, past President and DRI State Representative, shall, as best possible, be selected so as to provide a geographic division to the Board of Directors, also taking into consideration the residency of the officers.   One of the members of the Board of Directors shall have been admitted to practice in this state or any other state in combination thereof, no more than ten (10) years, as of the date of election to the Board.  No member may serve as a member of the Board of Directors when that member has any conflict of interest; such conflict of interest to be determined by the Board of Directors.

 

        Section 5. An annual meeting of the Board of Directors shall be held in conjunction with the annual meeting of the general membership. The Board of Directors may provide, by resolution, the time and place of the holding of additional regular meetings.

 

        Section 6. Special meetings of the Board of Directors may be called by the President and shall be called by the President upon the written request of any three (3) members of the Board of Directors. These meetings may be, at the discretion of the President, held by telephone conference call.

 

        Section 7. Except where notice is waived in the manner provided by these By—Laws, notice of regular and special meetings of the Board of Directors shall be given to all directors in writing, by telephone, or by electronic mail at least three (3) days in advance of the regular special meeting.

 

        Section 8. At all meetings of the Board of Directors a quorum sufficient for the transaction of business shall constitute five (5) voting members of the Board of Directors. If such quorum shall not be present at any such meeting, the Board member or members present shall have the power to adjourn the meeting without notice, other than the announcement at the meeting, until a quorum shall be present. The acts of a majority of the voting members of the Board of Directors present at any meeting at which a quorum is present, shall be the acts of the Board of  Directors.

 

        Section 9. Any voting member of the Board of Directors may in writing, either before or after a meeting, waive notice thereof, and without notice any member of the Board of  Directors, by attending and participating in the action taken at said meeting, shall be determined to have waived notice thereof.

 

        Section 10. All action that could be taken at a meeting of the Board of  Directors may be taken without a meeting when authorized in writing signed by all the voting Board members.

        Section 11. A Standing Rule of hte Board of Directors is defined as a definite course or method of action selected to guide and determine present and future decisions of the Association.  It is administrative in nature and intended to establish specifics for conduct.  Officers shall follow all standing rules in carrying out their durties in conducting the busineses and affairs of the Association.  Standing rules or policies may be enacted, amended, or repealed by a majority vote of the voting members of the Board of Directors present at any meeting at which a quorum is present.  No prior notice is required to enact, amend, or repeal a Standing Rule.  If a Standing Rule is in conflict with the By-laws of this Association, the By-laws shall supersede such Standing Rule.

 

ARTICLE III

 

Officers

 

        Section 1. The officers of the association shall be the President, President-Elect, Vice-President, Secretary and Treasurer. The officers shall automatically be members of the Board of Directors and shall be members of the association.

 

        Section 2. Each officer, except Past President, shall be elected by the members at each annual meeting for the membership and, effective June, 1994, shall hold office for one year or until a successor has been duly elected and qualified. The Past President shall not be elected, but shall serve for one year immediately following his or her term as President.  No member may serve as an officer when that member has any conflict of interest; such conflict of interest to be determined by the Board of Directors.

 

        Section 3. The Board of Directors at any meeting may fill any vacancy occurring in an officer’s position. Any officer elected to fill such vacancy shall serve the unexpired term of office.

 

        Section 4. The officers shall have the usual powers and duties assigned to officers of non—profit associations, subject, however, to the direction of the Board of Directors.


            The President shall direct the activities of the association, shall preside at all 
            meetings of the association and shall be the Chairman of the Board of  Directors 
            and the Executive Committee. The President shall appoint all committees 
            subject to the approval of the Board of  Directors and shall discharge any other 
            duties the Board of  Directors may require.

            The President-Elect shall perform the duties of the President during the President's 
            absence or inability to act, shall assist the President in the performance of his or her 
            duties, and shall perform or discharge any other duties the Board of Directors may 
            require.


            The Vice-President shall perform the duties of the President-Elect during the 
            President and President-Elect's absence or inability to act, shall assist the President 
            in the performance of his or her duties, and shall perform or discharge any other 
            duties the Board of Directors may require.


            The Secretary shall give notice of all meetings of the association and its Board 
            of Directors. The Secretary shall also give any such notices as may be directed 
            by the association, the Board of Directors, or the President. The Secretary shall 
            keep all records of the association and shall perform such other duties as may 
            be properly assigned to the Secretary.


            The Treasurer shall keep, manage and account to the President and Board of 
            Directors for all monies received or expended by the association. The Treasurer 
            shall keep the financial records of the association and shall perform such other 
            duties as may be assigned to the Treasurer. The Treasurer shall advise the 
            President and Secretary in writing of all delinquencies in the payment of 
            induction fees, initiation fees, or dues.

 

        Section 4. An officer may be removed from office with or without cause by a vote of two—thirds (2/3) of the entire membership of the Board of Directors of the association.

 

ARTICLE IV

 

Committees

 

        Section 1. Executive Committee. The Executive Committee shall consist of the five (5) officers of the association and the Past President. The Executive Committee shall act in the place of the Board of Directors during the period between directors’ meetings. The Executive Committee shall have full power and authority to direct the association; provided, however, the Executive Committee shall not have the powers and duties specifically reserved to the Board of Directors by these By—Laws.

 

        Section 2. Continuing Legal Education Committee. The Vice—president of the association shall be Chairman of the Continuing Legal Education Committee, and he or she shall appoint such members as deemed appropriate. The committee shall attempt to operate a defense law seminar on an annual basis, and such other legal education matters as may be determined by the membership of the association.

 

        Section 3. Publications Committee.  The Publications Committee shall consist of three (3) or more members, who shall be appointed by the President.  The committee shall solicit articles, letters and other items to be included in the association’s written and on-line publications, as well as make recommendations to the Board of Directors concerning the association’s publications.

 

 

        Section 4. Other committees. The President may from time to time establish other committees to assist in furtherance of the association’s powers. The committee members, all of whom must be members of the association, shall be appointed by the President, and the President shall be an ex officio, non—voting member of each of these committees.

 

 

ARTICLE V

 

Finances and Legal Affairs

         Section 1. No contract shall be entered into unless authorized at a meeting of the Board of Directors; provided, however, that contracts for the purchase of any supplies, other personal property or insurance of the value of less than One Thousand Dollars ($1,000.00) may be executed by the President or Treasurer without authorization of the Board of Directors.

 

        Section 2. No loan shall be incurred on behalf of the association unless authorized by a resolution of the Board of Directors at a regular or special meeting.

 

        Section 3. All checks or other order for payment of money on behalf of the association shall be signed by any one officer of the Board of Directors or by the Executive Director.

 

        Section 4. All funds of the association shall be deposited and invested in such a manner as the Board of Directors shall direct.

 

        Section 5.  Fiscal year.  The fiscal year of the association shall begin on the first day of January and shall end on the 31st day of December of the same year.

 

ARTICLE VI

 

Amendments to Articles and By—Laws

 

        Section 1. The members may, by a majority vote of the members voting at a meeting duly called for that purpose, authorize and direct the Board of Directors to exercise from time to time the power of amendment of the Articles and By—Laws.

 

ARTICLE VII

 

        The corporation shall indemnify to the full extent permitted by law any person who is made, or threatened to be made, a party to any action, suit or proceeding (whether civil, criminal administrative or investigative) by reason of the fact that he, his testator, or intestate is or was a Director, officer, employee or agent of the corporation or serves or served any other enterprise at the request of the corporation.

 

        The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

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