THE South Dakotastate ORTHOPAEDIC SOCIETY

BYLAWS OF

THE South DakotaSTATE ORTHOPAEDIC SOCIETY

ARTICLE I

Name and Principal Office

Section 1:The name of this corporation, which has been duly incorporated under the laws of the State of South Dakota as a non-profit corporation shall be THE SOUTH DAKOTA STATE ORTHOPAEDIC SOCIETY. This corporation shall be referred to hereinafter as the “Society”, and its principal office shall be located at 3817 Chippewa Ct., Sioux City, IA 51104

ARTICLE II

Purpose

Section 1:This corporation has been organized as a non-profit corporation pursuant to the provisions of the South Dakota Non-Profit Corporation Act, for the purpose set forth in Article II of the Articles of Incorporation.

ARTICLE III

Definition

Section 1:“Orthopedic Surgeons” shall mean and refer to orthopedic surgeons practicing in the State of South Dakota.

ARTICLE IV

Members

Section1: Membership. Every Orthopedic Surgeon shall be eligible for membership in the Society.

Section 2:Payments by Members. The members shall pay annual dues in the amount set, from time to time, by the Board of Directors of the Society.

Section 3:Suspension of Membership. The membership rights of a member who is delinquent in the payment of dues may be suspended by action of the Board of Directors during the period the dues remain unpaid.

ARTICLE V

Voting Rights

Section 1:The Society shall have one class of voting membership which shall entitle each member to one vote.

ARTICLE VI

Meeting of Members

Section 1:Annual Meeting of Members. The regular annual meeting of the members of the Association shall be held

inin the fall .

Section 2:Notice of Annual Meeting. Written notice of the annual meeting of the membership shall be either personally served or mailed to each member entitled to vote at such address as appears on the books of the Society, at least ten (10) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the UnitedState mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Section 3:Special Meetings of Members. Special meetings of the members of a corporation may be called by the President or by the Board of Directors. Special meetings of the members may also be called by the written request of members who have the right to vote one-fourth (1/4) of all of the votes of the entire members.

Section 4:Notice of Special Meeting. Notice of a special meeting of the members, which said notice shall state the purpose or purposes for which the special meeting is called, shall be delivered not less than ten (10) days before the date of the meeting, either personally or by mail, to each member entitled to vote at such meeting.

Section 5:Proxy Vote. A member entitled to vote may vote in person or may vote by a proxy duly executed in writing by the member and filed with the Secretary prior to the meeting. No proxy shall extend beyond a period of eleven (11) months, and every proxy shall automatically cease upon sale by a member of his lot within the Addition.

ARTICLE VII

Board of Directors

Section 1:Board of Directors. The affairs of the corporation shall be managed by its Board of Directors. Directors must be members of the corporation.

Section 2:Number of Directors. The management and affairs of this corporation shall be managed by a Board of Directors comprised of six (6) persons. The number of Directors may be changed by amendment to these By-Laws. The Board of Directors will be comprised of the President, President-Elect, Secretary-Treasurer, Past President, Member-at-Large and the Board of Councilors Representative. The Executive Directors serves on the Board in an ex-officio capacity.

Section 3:Vacancies. Vacancies on the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors. A Director so appointed shall be elected and appointed for the unexpired term of his predecessor in office.

Section 4:Quorum. A majority of the number of Directors elected by the members shall constitute a quorum for the transaction of business. If less than a majority be present at a meeting, those present may adjourn the meeting from time to time without further notice. At such adjourned meeting, at which a quorum shall be present or represented, any business which may be transacted which might have been transacted at the meeting as originally called.

Section 5:Waiver of Notice. A Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where he attends to object because the meeting is not lawfully called or convened. Neither the business nor the purpose need be stated in the notice or wavier of such meeting.

Section 6:Annual Meeting. The annual meeting of the Board of Directors shall be held annually following the annual meeting of the members.

Section 7:Notice. Board of Directors will be notified at least fourteen days prior to the meeting either in writing or via e-mail notification.

Section 8:Special Meetings. Special meetings of the Board of Directors shall be held when called by any officer of the corporation or by any two Directors after not less than three (3) days written notice to each Director.

Section 9:Consent and Wavier of Notice. Before or after any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If any director not present signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof, such action on the part of the Director shall constitute a consent to the action taken at such meeting, and all consents or approvals shall be filed with the Secretary of the corporation and made a part of the minutes of the meeting.

ARTICLE VIII

Powers and Duties of the Board of Directors

Section 1: The Board of Directors shall have all of the powers vested in it under common law and pursuant to the South Dakota Non-Profit Corporation Act, to include but not be limited to the following:

(a)Management and operation of the Society;

(b)Making and collecting dues from members for the purpose of operating and managing the Society;

ARTICLE IX

Officers

Section 1:Officers. The officers of the Society shall be a President, President-Elect, Secretary /Treasurer, all of whom shall be elected annually by the Board of Directors. All officers shall be members of the Society.

Section 2:Election. The officers of the Society shall be elected annually by the Members at the annual meeting, and shall hold office until their successors are duly elected and qualified.

Section 3:President. The President shall be the chief executive officer of the Society. He shall preside at all meetings of the Society and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of the President of a corporation, including, but not limited to, the power of appointing committees from among the members as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Society.

Section 4:President-Elect. The President-Elect shall perform all the duties of the President in his absence.

Section 5:Secretary/Treasurer.

The Secretary/Treasurer shall be responsible for all records and monies of the corporation.

Executive Director: It is the duty of the Executive Director to:

(a) Keep, or cause to have kept, accurate minutes of all meetings of the Board of Directors and of all meetings of the members;

(b) Preserve, or cause to have preserved, all records, reports, and documents of the corporation except those specifically assigned to the custody of others;

(c) Send, or cause to have sent, written notice of all meetings within the time specified in Article VI, Section 1;

(d) Have available, or make available, at all meetings copies of the Articles of

Incorporation, Current, Revised and updated Bylaws of the corporation and the list of all standing or special committees;

(e) Advise the Board of Directors, or make provision for the Board of Directors to be advised, of all correspondence received by the corporation and read, or cause to be read, the contents thereof;

(f) Keep, or cause to have kept, a record of the names of the members and visitors in attendance at meetings;

(g) Notify applicants, or cause applicants to be notified, of their election to memberships and members of their election to office and appointment to committees;

(h) Prepare, or cause to have prepared, for publication every year a registry of the names of the members with their mailing addresses and mail, or cause to be mailed, a copy of the minutes to all members;

(i) Be responsible for the books, funds, and other assets of the corporation;

(j) Collect, or cause to have collected, all monies due the corporation from any source;

(k) Pay, or cause to be paid, all bills of the corporation, upon proper authorization by the officer responsible for the expenditure, provided, however, that no unbudgeted expense exceeding one hundred dollars shall be incurred on behalf of the corporation without the previous approval or authorization of the Board of Directors or the membership;

(l) Make, or cause to be made, an annual audit or review of the accounts and prepare, or cause to have prepared, an annual report of the financial condition of the corporation for submission to the Board of Directors at its annual meeting;

(m) Prepare, or cause to have prepared, the annual corporation report as required by law and any tax reports required by state and federal governments.

The duties of the officers of the corporation shall begin immediately after the adjournment of the meeting at which such officers are elected or appointed and shall continue until their successors are regularly elected or appointed.

Section 7:Vacancy. Any vacancy in any office on the Board may be filled by the Board of Directors at any regular or special meeting which may elect a successor to the vacant office, and who shall hold office for the balance of the unexpired term.

ARTICLE X

Committees

Section 1:Committees. The President or the Board of Directors may appoint such other committees as they in their discretion determine to be necessary from time to time.

ARTICLE XI - MEETINGS

SECTION 1. NOTICES. Written or e-mail notice of all regular meetings shall be given to all persons entitled to attend such meetings at least ten days prior to the meeting; written or e-mail notices of special meetings shall be given to all persons entitled to attend such meetings at least five days prior to the meetings, said notice to be given by regular mail addressed to the last known addresses as shown by the records in the possession of the Executive Director.

SECTION 2. QUORUM AND MANNER OF ACTING. At all meetings of the members, the members present shall constitute a quorum for the transaction of business. Any act of the majority of the members present at such meeting shall constitute an act of the members, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws. Members may not vote by proxy.

SECTION 3. SCIENTIFIC SESSIONS. The corporation may conduct scientific sessions during meetings of the members. The scientific sessions shall be open to all accredited members of the medical profession upon formal invitation of the President. Members who desire such invitations to be accorded to guests shall request them from the President.

SECTION 4. CONDUCT OF MEETINGS. All meetings of the Board of Directors and of the membership of the corporation shall be conducted pursuant to Robert's Rules of Order, Revised, except to the extent and degree that other procedural requirements are set forth by law, the Articles of Incorporation or the Bylaws.

ARTICLE XII

Books and Papers

Section 1.The books, records and papers of the Society shall at all times, during reasonable hours, be subject to the inspection of any member.

ARTICLE XII

Dissolution

Section 1: This corporation may be dissolved and liquidated, all as provided for under Chapter 47-26 of the South Dakota Compiled Laws.

Section 2:Distribution of Assets. Upon dissolution, the assets of the corporation or the proceeds resulting from a sale, conveyance, or disposition thereof, shall be applied and distributed as set forth in the South Dakota Non-Profit Corporation Act, and any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, specified in the Plan of Distribution adopted as provided by law, and where no Plan of Distribution has been adopted, as the Court may direct.

ARTICLE X IV

Amendments

Section 1:These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of each class of members present in person or by proxy, provided that the voting and quorum requirements specified for any action under any provisions of these By-Laws shall apply also to any amendment of such provisions, and provided further that those provisions of these By-Laws which are governed by the Articles of Incorporation of this Association may not be amended, except as provided in the Articles of Incorporation or applicable law; and provided further that any matter stated to be or which in fact governed by the Declaration applicable to this Addition may not be amended except as provided in the Declaration.

Section 2:Conflict. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles of Incorporation shall control; and in the case of any conflict between the Declaration applicable to this Addition and these By-Laws, the Declaration shall control.

The forgoing By-Laws were duly adopted as the By-Laws of The South Dakota State Orthopaedic Society, being a South Dakota not for profit corporation, at the meeting of the Board of Directors held on the 30th ______day of January ______, 2015.

______Secretary

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