BY-LAWS South Dakota City Management Association ARTICLE I NAME The name of this organization shall be the South Dakota City Management Association and shall be considered a section of the International City/County Management Association. ARTICLE II PURPOSE The purpose of the S.D.C.M.A shall be to increase the proficiency of Managers and Administrators of local governments; to strengthen the quality of local government through professional management; to encourage and support the precepts of the Council/Manager plan; to maintain the high ethical standards of the profession of City Management; and to provide opportunities to enhance the professional development of its members. ARTICLE III OFFICERS The duties of the officers of this Association shall be such as by general usage are indicated by the title of office. The Executive Board shall act in the capacity of directors, and shall supervise and control the affairs of the Association, when a meeting is not in session. The officers of the Association shall be: the President, the President-Elect, and the Immediate Past-President. If, for any reason, the President is unable or ineligible to fulfill the duties of that position, the President-Elect shall assume the office of President, and the Executive Board shall appoint an eligible member to assume the office of President-Elect. If, for any reason the President-Elect is unable or ineligible to serve as an officer, the Executive Board shall appoint an eligible member to assume the office of President-Elect. If, for any reason, the Immediate Past- President is unable to serve as an officer, the office shall be filled by the most recent Past- President eligible to hold such office. At each annual business meeting, the current President-Elect shall become President for the upcoming year, and the current President shall become Immediate Past-President. In order to be eligible for service as President-Elect, a member must have first served as a Board member for at least two years. ARTICLE IV EXECUTIVE BOARD The Executive Board shall consist of three officers and two board members at-large. Officers and board members at-large shall each have one vote. An executive board member shall be a full member of the state Association and a member of the International City/County Management Association. The terms of office shall be two years for the three officers, and shall be two years 1
for the board members at-large, with one-half of the board members at-large elected each year. Board members at-large shall be eligible to serve no more than two consecutive two-year terms. Any vacancy in the office of President, President-Elect or Immediate Past-President shall be filled as specified in Article III, and any vacancy in the office of board member at-large shall be filled by the Executive Board. Secretary The Secretary shall be appointed at each annual business meet by the Executive Board and shall keep a record of the minutes of all meetings and perform such duties as may be assigned by the Executive Board. Treasurer The Treasurer shall transact the necessary financial business of the Association, keeping a complete record of all transactions which shall be submitted for review at the annual business meeting of the Association. The Executive Director, or other designee, of the South Dakota Municipal League shall serve as the Treasurer. ARTICLE V STANDING COMMITTEES The President shall appoint, with the approval of the Executive Board, such standing committees as the majority of said Executive Board may deem advisable. ARTICLE VI NOMINATIONS AND ELECTIONS At each annual business meeting, in an even year, the Association shall elect the officers. At each annual meeting, a board member(s) at-large enumerated in Article III and IV shall be elected. Any candidate receiving a majority of votes cast for any office shall be declared elected. Nominations shall be made by a Nominating Committee of not less than three members appointed by the President. At the time the Nominating Committee reports the nominations for each elective office, additional nominations may be made from the floor. ARTICLE VII MEMBERSHIP 2
The categories of membership in this Association shall be full members, associate members, honorary members or life members, and student members. Life membership shall be granted to a South Dakota member when granted life membership in the International City/County Management Association. Full Members: Any person who is the Appointed Administrative Head, or immediate assistant to the Appointed Administrative Head, for a South Dakota City or County. Such a person shall become a member by notifying the Secretary of their desire to participate in the Association, and upon payment of the membership fee for the current year. An immediate assistant shall have significant general administrative responsibilities and be appointed to the position. An Appointed Administrative Head is defined below: A municipality or county operating and having established an Appointed Administrative Head position in accordance with the following criteria: 1. Appointment: The Appointed Administrative Head shall be appointed by a majority of the governing body for an indefinite term unless otherwise provided for by written agreement, and removable only for cause. 2. Policy Recommendation: The position shall have direct responsibility for policy recommendation. 3. Budget: The Appointed Administrative Head shall be designated by legislation as having responsibility for preparation of the budget, presentation to the governing body, and direct responsibility for the administration of the approved budget. 4. Appointing Authority: The Appointed Administrative Head shall be delegated by legislation the full authority for the appointment with or without confirmation and sole removal of at least most of the heads of the principal departments and functions of the municipal or county government. 5. Organizational Relationships: Those department heads whom the Appointed Administrative Head appoints shall be designated by legislation as administratively responsible to the Appointed Administrative Head. 6. External Responsibilities: Responsibilities of the position shall include extensive external relationships involving overall municipal or county operations. 7. Professionalism: The full-time Appointed Administrative Head has the level of independence, authority and responsibility necessary to function in a professional manner. 3
Associate Members: Persons holding responsible administrative positions in South Dakota cities and counties and other persons who are interested in the objectives of the Association shall be eligible for associate membership. Such person shall become associate members by notifying the Secretary, and upon payment of the membership fee for the current year. Associate members do not have voting membership in SDCMA 1. Section Four: Honorary Members: Honorary members shall be chosen because of distinguished service to the council-management movement. They shall be proposed by at least five active members and shall be elected only upon a unanimous recommendation of the Executive Board and a majority vote of the members present at the meeting. Section Five: Student Members: Any person currently enrolled full or part-time in a graduate or undergraduate program with an interest in local government. Such persons shall become student members by notifying the Secretary, and upon payment of the membership fee for the current year. Student members do not have voting membership in SDCMA 2. Section Six: The membership in the Association shall reside with the individual member. ARTICLE VIII EXPULSION OF MEMBERS The Executive Board shall have authority to expel or take other disciplinary action against any member which, in its judgment, may be appropriate in order to maintain the professional standards of the Association. ARTICLE IX INDEMNIFICATION The Association shall indemnify a director, officer, employee, agent or volunteer of the Association to the fullest extent possible against expenses, including attorney fees, judgments, fines, settlements and reasonable expenses, actually incurred by such persons with respect to any proceeding against such person relating to the person s conduct as a director, officer, employee, agent or volunteer, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of such person s duty or loyalty to the Association, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for the transaction from which such person derived an improper personal benefit, or (iv) against judgments, penalties, fines and settlements arising from any proceedings by the Association, or against expenses in any such case where such person shall be adjudged liable to the Association. 1 Amended 10-08-2008, voting rights needed to be clarified. 2 Amended 10-08-2008, voting rights needed to be clarified. 4
The Executive Board may indemnify a director, officer, employee, agent or volunteer of the Association in those instances which are excluded from mandatory indemnification under Section One, as it deems appropriate, so long as such indemnification is not inconsistent with law. Such indemnification may be provided by specific resolution of the Executive Board. No amendment to or repeal of this Article shall apply to or have any effect on the indemnification hereunder of any director, officer, employee, agent or volunteer of the Association for or with respect to any act or omission of such person occurring prior to such amendment or repeal. ARTICLE X DUES The membership dues shall be established by the Executive Board with the approval of a majority of the members at a regular meeting. Any member whose dues are in arrears for a period of one year shall be suspended from membership and notified in writing of his/her suspension. ARTICLE XI AMENDMENTS These By-Laws may be amended or repealed by two-thirds vote of the full members of the Association present at a regular meeting, or five full members of this Association may, by petition to the Secretary, initiate a desired change which shall become effective upon the ratification by two-thirds of the full members present at any meeting or by a majority of full members voting thereon by a letter ballot; such letter ballot to be canvassed by two members of the Executive Board, on or after the sixtieth day after the same is mailed by the Secretary. ARTICLE XII ADOPTION The By-Laws shall be in full force and effect from and after its approval by a majority of those present at the meeting at which this constitution is approved. 5