The South Dakota Coalition of Citizens With Disabilities ByLaws govern the organization. Following are the Bylaws approved September 15, 2011.
SOUTH DAKOTA COALITION OF
CITIZENS WITH DISABILITIES BYLAWS
ARTICLE 1: GENERAL PROVISIONS
This organization shall be known as the South Dakota Coalition of Citizens with Disabilities. (Hereinafter referred to as the Coalition.)
1.02 Mission Statement
The mission of the Coalition is to advocate for the full inclusion of all individuals with disabilities in all aspects of society.
1.03 Purpose and Powers
The Coalition will have the purposes and powers as may be stated in its Articles of Incorporation and such powers as are now or may be granted hereafter by the State Law Title 47 or any successor legislation.
The primary purposes of the Coalition are to:
· Educate and sensitize all people about the rights and abilities of people with disabilities;
· Empower people with disabilities to exercise their human and constitutional rights;
· Become the networking central point for organizations, governmental agencies and the general public working to achieve full inclusion of citizens with disabilities in all aspects of society; and
· Effect legislative, systemic and societal change supporting the Coalition's mission.
ARTICLE II: PRINCIPLE OFFICE & REGISTERED AGENT
2.01 Principle Office
The location of the principle office of the Coalition will be determined by the Board of Directors.
2.02 Location of Registered Office
The registered office of the Coalition may be the same as its principle office. The address of the registered office will be the address of the registered Agent of the Coalition. Such office will be continuously maintained within the State of South Dakota. The Board may change the address of its registered office by submission of the appropriate statement to the Secretary of State of South Dakota.
2.03 Selection of Registered Agent
The Registered Agent of the Coalition will be a resident of South Dakota. The agent will be continuously maintained in the State of South Dakota. A new Registered Agent may be appointed by the Board as it becomes necessary due to a vacancy for any reason, the current agent becomes disqualified or incapacitated or the Board revokes the appointment. The new appointment will be made by resolution of the Board and submission of the appropriate statement to the Secretary of State's office. The Registered Agent will be recognized as an agent of the Coalition on whom any process, notice or demand, required or permitted by law to be served on a corporation, may be served.
2.04 Change of Registered Agent
A change to the registered agent will only occur following Board of Directors action to do so. Once such a change has been approved, the change will be submitted to the South Dakota Secretary of State, along with the required fee.
ARTICLE III: MEMBERSHIP & DUES
3.01 Eligibility for Membership
All individuals and organizations who support the mission and purpose of the Coalition and remit annual membership dues are recognized as members of the organization. The two classes of membership within the organization are individual and organizational.
3.02 Benefits of Membership
A. Individual members are entitled to:
(1) one vote at the annual meeting;
(2) one vote on board elections and bylaw amendments;
(3) may hold office;
(4) may serve on committees;
(5) may attend Coalition meetings; and
(6) may receive a copy of all Coalition publications and alerts.
B. Organizational Members are entitled to
(1) one delegate vote at the annual meeting;
(2) one delegate vote on board elections and bylaw amendments;
(3) may not hold office;
(4) may serve on committees;
(5) may attend Coalition meetings; and
(6) may receive a copy of all Coalition publications and alerts.
3.03 Dues Structure
Individual membership dues will be $20 a year. Dues for any youth involved in a secondary or post-secondary education program will be waived. Organizational membership dues will be determined by the Board of Directors.
3.04 Termination of Membership
Membership status shall cease when one or more of the following occur:
1. When a member no longer meets requirements for membership as set forth in this Article.
If a member has acted contrary to the mission of the Coalition, a notice to cease and desist and of intent to terminate membership will be sent to the member by registered mail by the Board of Directors. A second letter of intent to terminate membership will be sent by registered mail to the member by the Board of Directors thirty (30) days prior to their next meeting. The member shall be given an opportunity for a hearing before the Board of Directors. The member can thereafter be removed only by a two-thirds (2/3) vote of the Board of Directors present at the meeting. The Board of Directors must report the termination of membership to the general membership at their next meeting. The general membership can overrule the Board of Directors decision by a majority vote.
2. Members may resign their membership in the Coalition by written notice. Any property belonging to the Coalition shall be returned to the Board of Directors or to the Coalition staff.
3.05 Purposes (Powers & Duties)
The membership shall have the following responsibilities:
1. Establish the objectives of the Coalition;
2. Elect the Board of Directors;
3. Vote upon recommended bylaws amendments; and
4. Determine any needed changes in the Coalition individual dues structure.
ARTICLE IV: ANNUAL MEETING
4.01 Annual Meeting
The Coalition will hold a meeting annually of the general membership. The Board of Directors will determine the time, date and location of the annual meeting. Notice of the annual meeting will be sent to all members at least thirty (30) days prior to the date of the annual meeting. Members present at the annual membership meeting have authority to conduct business at the meeting.
Special meetings of the membership may be called by (1) a simple majority of the Board of Directors or (2) by written petition signed by 20 members in good standing and sent to the Board President.
A majority vote at the annual meeting shall constitute a quorum for conducting business.
4.04 Delegate Identification
Each organizational member must submit in writing their voting delegate. Such written authorization must be signed by the organization
al president or chairperson. This authorization must be presented to the President prior to the start of the annual meeting.
ARTICLE V: BOARD OF DIRECTORS
5.01 Duties and Composition of the Board
The Board of Directors shall represent the membership of the Coalition, and, as such, it shall be comprised of:
1. a majority of individuals with disabilities;
2. must provide statewide representation;
3. must provide cross-disability representation; and
4. must provide cross-cultural representation.
The Board may consist of no less than nine (9) and no more than (15) members at any time. Board officers will be President, Vice President, Past President and Secretary/Treasurer. These officers will comprise the Board's Executive Committee.
The Board shall support the objectives of the Coalition by conducting Coalition business (i.e., setting organizational policies, approving annual budgets, hiring staff) on an ongoing basis, until such time that the Coalition no longer exists.
Board of Directors shall serve two year terms. Elections shall be held annually through the use of a written ballot sent to all individual members in good standing. The election will be completed by the 12th month of each fiscal year, and terms commence upon completion of the election process. No Board member may serve more than three consecutive terms. No more than half of the Board will be elected in any given year. This will be accomplished by staggering of terms. Board officers will be elected by the Board on an annual basis.
The Board of Directors shall serve as the governing and policy making body of the Coalition between meetings of the membership. The Board of Directors shall meet at least three times a year. The President shall notify all Board members at least (14) days prior to the date of the meeting. Special meetings of the Board may be called by the President or upon request of any five members of the Board. An agenda shall be distributed with the required meeting notice. The agenda shall be developed with input from Board members and Coalition staff and members. Board members present are authorized to conduct business.
A majority vote of the Board members present at a properly called meeting shall constitute a quorum for that meeting.
5.05 Presiding Order
The President, Vice-President, Past President or Secretary/ Treasurer, in that order, shall preside at meetings of the Board of Directors. If none are present, those in attendance will select a Board member to preside at the meeting.
5.06 Compensation of Board Members
No Board member shall receive compensation for any services rendered to the Coalition. Board members may be reimbursed for expenses incurred while conducting Coalition business.
5.07 Dismissal from the Board and Removal of Officers
A Board member may be removed from office under the following conditions:
1. Fails to attend two (2) meetings of the Board of Directors within a year;
2. Fails to perform the duties of the office to which they have been elected; or
3. Violates policies of the Coalition.
Board members and officers may be removed from office by (a) a two-thirds (2/3) vote of the Board of Directors or (b) by a petition which shall cite the violation of policy or failure to perform duties. The petition must be signed by twenty (20) Coalition members in good standing. The signed petition must be submitted to the Coalition President.
The President, Vice-President, Past-President and Secretary/ Treasurer shall serve as a committee to investigate the petition. Their recommendations will be made within thirty (30) days of receipt of the petition. If the petition names one of the above officers, said officer will cease as a member of the investigating committee. The President shall preside as chairperson, unless named in the petition, in which case the Vice-President shall preside.
The petition shall be forwarded to the Board of Directors for final action. The Board must take action at its next regularly scheduled meeting or within one hundred and twenty (120) days, whichever occurs first. Recommendations of the investigating committee will be presented at the meeting, and additional evidence may be presented by the Coalition and the person under investigation.
4. If an officer is removed from office, the provisions of Article VI, Section 6.02 will be followed to fill the vacant officer position.
5.08 Board Vacancies
The President appointing, and the Board of Directors ratifying the appointment, shall fill a vacancy on the board. The appointment will be for the remainder of the vacated term that is being filled.
ARTICLE VI: OFFICERS
6.01 Duties of the officers
President shall convene and preside at all meetings of the membership and Board of Directors; appoint all committee chairpersons with Board of Directors approval and prepare and present the annual report at the annual meeting. As chairperson, the President votes only in case of a tie.
Vice-President shall serve as assistant to the President; serve as chairperson of the nominations committee; and fulfill the duties of the President, in the absence of the President.
Past President shall perform duties as assigned by the President.
Secretary/Treasurer shall be responsible for the records of the Coalition and shall serve as the financial officer of the Coalition. The Secretary/Treasurer shall receive and review monthly financial statements and consult with the Executive Director and Board on any items requiring their attention. The Secretary/Treasurer shall work with Coalition staff in preparing annual budgets and financial reports, as well as minutes of Board and annual membership meetings.
6.02 Officer Vacancies
A vacancy in office, other than the President, shall be filled by the President appointing and the Board of Directors ratifying the appointment.
In the case of the office of President, the Vice-President shall assume the duties of the office until expiration of the term.
ARTICLE VII: NOMINATIONS AND ELECTIONS
7.01 Nomination Procedures
Nominations and elections of the Board of Directors shall be conducted in accordance with Article V, Section 5.02.
The nominating committee will solicit nominations on a continual basis and final nominations must be in the office by July 1st of each year. A ballot will be prepared and distributed to all members by August 1st of each year. The deadline for ballots being received in the Coalition office will be September 1st of each year. Board members will be elected by a majority vote of returned written ballots from members indicating a “yes” vote for the candidate(s). The annual election process will be completed, and results published, by September 30th of each year.
ARTICLE VIII: COMMITTEES
8.01 Standing and Special Committees
The President is authorized to appoint all standing and special committees to complete the work of the Coalition. Committees will select their chairpersons from their membership.
Nominating/Bylaws Committee - This committee shall be comprised of the Vice-President, who will serve as chairperson, and two (2) additional members. This committee is responsible for recruiting and presenting a slate of Board candidates to all individual members in good standing, so ballots may be returned to the Coalition office by September 1st of each year. It is also responsible for the completion of election related duties, as identified in Article VII, Section 7.01. This committee is also responsible for the ongoing review of existing bylaws to ensure they remain supportive of the Coalition’s mission and activities. They shall make recommendations for bylaw changes to the Board and general membership.
Executive/Legislative Committee - This committee may act on behalf of the Board to perform necessary business matters (i.e., financial; personnel) between regular meetings provided their actions are reported to and receive concurrence from the majority of the Board at the next full Board meeting. This committee shall also study legislation at the Federal and State levels, which are of significance to individuals with disabilities. They shall make recommendations to the Board and general membership regarding legislative issues. This committee is comprised of the Board officers – President, Vice President, Past President and Secretary/Treasurer.
Finance Committee - This committee shall seek financial support of Coalition activities. They shall also provide recommendations to the Board on financial policies appropriate to the effective workings of the organization. They will make recommendations to the Board and general membership on potential funding strategies and activities, which support the mission of the Coalition.
ARTICLE IX: FISCAL OPERATIONS
The Coalition shall seek financial support from both public and private sources, in addition to its dues revenue.
9.02 Gifts and Grants
The Executive Director may accept gifts and/or grants and may make contractual agreements in support of the Coalition's mission.
9.03 Fiscal Year
The fiscal year for the Coalition shall begin on October 1st and end on September 30th.
9.04 Execution of Documents
Except as otherwise provided by law, resolution or by Board policy, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Coalition will be signed by the Executive Director and one additional approved signatory. Contracts, leases, or other instruments executed in the name of and on behalf of the Coalition will be signed by the Executive Director in accordance with Coalition policies.
9.05 Books and Records
The Coalition will keep correct and complete books and records of accounts and will also keep minutes of the Board of Directors and committee meetings.
9.06 Inspection of Books and Records
All Books and records of the Coalition may be inspected by any funding source, Board Member and any member of the public, for any proper purposes at any reasonable time. An annual audit will be completed within ninety (90) days following the conclusion of the previous fiscal year.
9.07 Not-for-Profit Operations
The Coalition will neither have nor issue shares of stock. No dividend will be paid and no part of the income of the Coalition will be distributed to its members. The Coalition shall obtain and maintain tax exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended.
ARTICLE X: AMENDMENT PROCEDURES
10.1 Amendment Procedures
These Bylaws may be amended by a majority vote of returned written ballots from all members indicating a “yes” vote for the changes, provided:
(a) the amendment has been approved by the Board, or
(b) the amendment has been proposed in writing and signed by twenty members in good standing, and
(c) the membership is notified of proposed changes thirty (30) days in advance of the meeting.
All proposed bylaw amendments will be due in the Coalition office by July 1st of each year. The proposed amendments will be prepared and distributed to all members by August 1st. The deadline for bylaw amendment ballots being received in the Coalition office will be September 1st of each year. Bylaw amendment ballot results will be published after September 30th of each year.
ARTICLE XI: MISCELLANEOUS PROVISIONS
All meetings of the Coalition will be conducted in an accessible environment and reasonable accommodations will be made when requested in advance.
The Coalition may be dissolved by the Board of Directors' recommendation and an affirmative vote of four-fifths (4/5) of the membership returning written ballots by the declared deadline for receipt of ballots in the Coalition office.
Upon dissolution, any remaining assets will be distributed to such organization(s) organized and operated exclusively for purposes similar to the Coalition's and that qualify as an exempt organization under Section 501(c)3 of the Internal Revenue code of 1954 (or the corresponding provision of any future U.S. Revenue Law), as the Board of Directors shall determine.
11.03 Parliamentary Rules
The Coalition, except as otherwise provided in its bylaws, shall be governed in all its meetings by parliamentary law as contained in current edition of "Roberts Rules of Order."