By-Laws

ARTICLE I
Name and Purpose
Section 1.  This organization shall be known as the South Dakota Association of County Commissioners, hereinafter known as the Association.

Section 2.  The purpose of the Association shall be:

1. To establish and develop an Association of County Commissioners of South Dakota for the improvement of County government through the study of County issues and to increase efficiency through effective planning.

2. To be in compliance with such South Dakota Codified Laws as pertain to County government, and with matters deemed beneficial to the common interest of counties.

ARTICLE II
Membership

Section 1.  Any County shall be eligible for membership in the Association upon the payment of dues.

1. Each County shall be entitled to one vote on matters pertaining to elections and to all other business of the Association.  Only member counties shall be entitled to vote at meetings of the Association.

Section 2.  Any Association member County shall be eligible for membership in an Association District.

1. Each Association District shall consist of those counties identified in the District Bylaws.

2. Any Association District desirous of altering member counties as identified in the District Bylaws shall, by majority vote of the member counties in any and all affected Districts, present the desired changes to the SDACC Board of Directors for final approval.

ARTICLE III
Dues

Section 1.  The base annual dues for support of the Association as provided by SDCL 7-7-28 and all subsequent amendments shall be $500.00 per county.

Section 2.  The total annual dues include the above plus any additional per capita payment, based on the most current federal census, determined by the amount necessary to carry on the program as recommended by the South Dakota Association of County Commissioners Board of Directors, and approved by the membership at the annual meeting.  Notification of a possible dues increase must be sent to each County chairperson by first class mail at least 30 days in advance of the annual meeting vote to adopt a dues increase.

Section 3.  Annual membership dues for the year for each County shall include subscriptions to any publication produced through the Association office.

Section 4:  Effective January 1, 2007, SDACC membership dues must be paid by January 31st of each fiscal year or as the Board shall provide.  Members that have paid their dues by January 31st of each fiscal year shall be considered MEMBERS IN GOOD STANDING. A county membership shall be considered delinquent if full payment has not been received by February 10th of the current fiscal year.

Any member, active or inactive, failing to pay any fees, penalties or costs after they become due, and after receipt of a written notice of delinquency, shall be suspended from membership in the Association, and shall not be allowed to participate in or benefit from, any SDACC-affiliated programs; nor hold office, or cast a vote in any SDACC elections/activities.  Any delinquent member who holds a current position on the SDACC Board of Directors, or represents their district shall immediately be removed and replaced with a member in good standing of the association of the proper district.
The former member may petition the SDACC Board of Directors for reinstatement, and if such reinstatement is granted, must immediately pay all accrued fees or costs and such penalties as may be imposed by the board, not exceeding 1.5 times the amount of delinquent dues, penalties or costs.
ARTICLE IV
Annual Meeting and Election

Section 1.  The annual meeting of the Association shall be held on dates to be fixed by the Board of Directors of the Association and at a facility which can accommodate the membership.  If no choice of a meeting place is so made, the Executive Committee shall choose the location of the annual meeting.

Section 2.  Thirty-five percent of the member counties shall constitute a quorum.

Section 3.  The program and order of the business at the annual meeting of the Association shall be determined by the Executive Committee.

Section 4.  Questions of parliamentary procedure shall be determined according to Roberts Rules of Order, newly revised; provided that a standing vote may be used in voting on all general proceedings of the Association’s annual meeting; and provided further that a roll call vote shall be used when requested by any one member and supported by two additional member counties.

Section 5.  There shall be appointed annually by the President such standing committees as the Executive Committee shall deem advisable.  Standing committees are: 1) a Chairman for the Resolutions Committee from the Resolutions Committee members; 2) a Nominating Committee, to select and interview possible candidates for President, First Vice President, Second Vice President Treasurer, National Association of Counties (NACo) Representative and Western Intestate Region (WIR) Representative (in odd numbered years).  Nominations from the floor shall not be excluded. Those committees shall be appointed according to Article VI, Section 1.

Section 6.  The procedures for Due Process for Resolutions shall be approved by the membership and adopted and adhered to during the annual meeting by the Board of Directors.

Section 7.  All officers (with exception of the Executive Director who is appointed) shall be elected by a majority vote of member counties present at the annual meeting and shall assume office immediately after the close of the annual meeting.  They shall hold office until the close of the next annual meeting.

ARTICLE V
Officers

Section 1.  The officers of the Association, who shall also constitute the Executive Committee, shall consist of the President, First Vice President, Second Vice President, Treasurer and Immediate Past President – all of whom shall be County Commissioners and an Executive Director (ex officio non-voting member) who shall be appointed at the close of the annual meeting or as soon as possible thereafter, by the Executive Committee, with approval of the Board of Directors.

The office of Treasurer shall be elected during the annual meeting for a term of one year with a maximum of four total years of service.

The office of National Association of Counties (NACo) representative shall be elected during the annual meeting on odd number years for a term of two years with no limit on the total number of years that an individual may serve.  The elected representative shall be elected from a county which is a dues-paying member of NACo.

The office of Western Interstate Region (WIR) representative shall be elected during the annual meeting on odd number years for a term of two years with no limit on the total number of years that an individual may serve.  The elected representative shall be elected from a county which is a dues-paying member of NACo.

Also, such Districts as are not represented on the Board of Directors of the South Dakota Association of County Commissioners shall, at their first meeting following the occurrence of a board vacancy, elect one of their own County Commissioners to be a member of the Board of Directors, whose term shall be for the ensuing year.

Each district shall be entitled to one vote on matters pertaining to meetings of the Board of Directors.  Each district shall be represented by as many representatives as that district shall have votes; provided, however, that any county who is a dues paying member and whose population is greater than 65,000 shall also be entitled to one board representative.

Section 2.  (1) In case of a vacancy in any office caused by the resignation or death of an officer, the Executive Committee shall fill such vacancy by appointment with the advice and consent of the remaining members of the Board of Directors.  A vacancy shall be assumed to exist at the moment an officer is no longer a County Commissioner.

(2) In case an officer is defeated in the general election, the Executive Committee, as it existed prior to the general election, shall fill such vacancy by appointment within thirty days.

(3) In case of a vacancy in the office of the President, the First Vice President shall fill such office and the Second Vice President shall then become the First Vice President.  The Executive Committee shall then fill the office of Second Vice President by appointment of an existing member of the Board of Directors.

(4) In case of a vacancy in the offices of both the President and the First Vice President, the Second Vice President shall fill the office of President and the Executive Committee shall fill the offices of the First Vice President and Second Vice President by appointment of an existing member of the Board of Directors.

(5) In case of a vacancy in the office of the Treasurer, the Executive Committee may fill such vacancy by appointment of an existing member of the Board of Directors.

(6) In case of a vacancy in the office of immediate past president, the Executive Committee shall fill such office by appointment of the most recent past president who is eligible to serve on the Board of Directors.

Section 3.  All elective officers shall be elected by a majority vote at the annual meeting.

Section 4.  The Board of Directors shall serve without compensation except for reasonable expense reimbursement, and except the organization will be empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth in Article I.

ARTICLE VI
Duties of Officers and Committees

Section 1. (1) The President shall preside at the Annual Meeting and at all meetings of the Board of Directors and Executive Committee.  The President shall, with the advice and consent of the Executive Committee, appoint all standing committees, except the Resolutions Committee, and special committees as deemed necessary.  The President will also direct the Executive Director in preparing for the annual meeting.  No special or standing committee shall be authorized to incur any financial liability on the part of the Association without first having received the approval of the Board of Directors.  The Board of Directors shall conduct an annual audit selected from at least two proposals from CPA firms.

(2) In the absence, resignation, or inability of the President to act, the First Vice President will act as President.

(3) The Second Vice President will assist the President and First Vice President when called upon.

(4) The Treasurer may co-sign checks and shall sign any check greater than $10,000.  The Treasurer shall pay particular attention to the Association’s fiscal procedures as outlined in the auditor’s report.  The Treasurer shall, along with the Executive Director, keep the Board of Directors and Executive Committee informed on the current financial status.

Section 2. (1) The Executive Director, under the direction of the President of the Association, shall conduct all the business affairs of the Association and perform all other duties required by the Executive Committee or Board of Directors.  The Executive Director shall fulfill the obligations as outlined in the Executive Director’s job description.

(2) Under the provisions of SDCL 7-7-27 and all subsequent amendments, the Executive Director will research and conduct studies for improvement in County government as directed by the President.

(3) The Executive Director shall be responsible for the publishing and distribution to member counties the results of all research, pertinent to counties, done or received by the Association.  The Executive Director shall publish or distribute under the name of the Association only such policy matters as has been approved by a majority of the Board of Directors.

(4) The Executive Director will receive all correspondence and all financial dealings of the Association will pass through that office.  The Executive Director shall establish a policy of having at least two persons involved in all financial transactions, all invoices shall be paid by check and documented as paid.  The Executive Director shall ensure that deposits of all types do not exceed the federally insured limit.

(5) The Executive Director shall furnish surety bond in the amount required by the Board of Directors at the expense of the Association for himself and the necessary staff.

(6) The Executive Director shall act as Secretary of the Association and with the consent of the Executive Committee and budget approval engage other assistance as may be required to discharge the duties of his office.

(7) Compensation of the Executive Director shall be fixed by the Executive Committee.

(8) At the end of the fiscal year (December 31) a report shall be made to the Board of Directors on the financial condition of the Association, and such records shall be submitted to the auditor.

Section 3.  The Board of Directors shall form the policy of the Association subject to the opinions or actions of the Association at the last annual meeting.  The Board shall meet at least twice a year; once at and during the annual meeting and once during the year, the time and place of the latter to be determined by the President. Seven members of the Board of Directors shall be a quorum and may call special meetings.  The President, supported by four members, may call such meetings, provided that all members of the Board of Directors are notified in writing at least one week (7 days) prior to the meeting.

ARTICLE VII
Membership of Other County Associations

Section 1.  County auditors, treasurers and registers of deeds, highway superintendents, welfare directors, sheriffs, states attorneys and directors of equalization shall be granted affiliate membership in the Association but will have no vote in the proceedings of the annual meeting.  They shall meet as a separate body but may make recommendations, present resolutions to the Association’s annual meeting for consideration, and through the President of the Association may request technical assistance and/or special research.

Section 2. No County official, highway superintendent, or welfare director, singly or when meeting as a group, shall be authorized to incur any financial responsibility on the part of the Association without approval of the Board of Directors of the Association.

ARTICLE VIII
Legislative Program

Section 1.  The legislative program and resolutions shall be based upon the recommendations made at the previous annual meeting.  The Executive Committee shall have the authority, however, to make changes in the program as are necessary to meet conditions at the time of the legislative session.

Section 2.  The Resolutions Committee shall be comprised of one Commissioner elected from each district and the chairman appointed from within that committee, as provided in Article IV, Section 5.  If a committee member is unable to attend scheduled meetings, that member shall appoint a substitute replacement.

ARTICLE IX
Amendments

These bylaws may be amended at the annual meeting of the Association.  Twenty-four hours after a proposed amendment has received its first reading in open convention, it shall receive a second reading, and upon favorable vote of a two-thirds majority of the member counties present, shall be in full force and effect.

ARTICLE X
Dissolution of the Association

In the event of dissolution of the Association, all property of the Association shall be distributed among counties of the State of South Dakota which are members of the Association at the time of its dissolution, in accordance with a plan of distribution adopted by the Board of Directors.  In no event shall any of the property of the Association inure to the benefit of any person or organization.

ADOPTED
78TH ANNUAL MEETING
SEPTEMBER 23, 1992

ADOPTED REVISION – September 23, 1994, 80th Annual Meeting
ARTICLE V, paragraphs 2 & 3

ADOPTED REVISION – September 22, 1999 85th Annual Meeting
ARTICLE VI, Section 2, Subsection (8)
ARTICLE V, Section 1
ARTICLE V, Section 1, Paragraph 3

ADOPTED REVISION – September 19, 2001 87th Annual Meeting
ARTICLE III, Section 1
ARTICLE III, Section 2

ADOPTED REVISION – September 25, 2002 88th Annual Meeting
ARTICLE II, Section 2

ADOPTED REVISION – October 8, 2003 89th Annual Meeting
ARTICLE IV, Section 5
ARTICLE V, Section 1 and Section 2, Subsections (3) through (6)
ARTICLE VI, Section 1, Subsection (4) and Section 2, Subsections (3) and (6)
ARTICLE VII, Section 1

ADOPTED REVISION – September 20, 2006 92nd Annual Meeting
ARTICLE III, Section 4

ADOPTED REVISION – September 19, 2007 93rd Annual Meeting
ARTICLE IV, Section 7