SDMEA
By-Laws & Constitution
BY-LAWS AND CONSTITUTION OF THE SOUTH DAKOTA MUNICIPAL ELECTRIC ASSOCIATION
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Article I
NAME
The name of this organization shall be the South Dakota Municipal Electric Association, an affiliate of the South Dakota Municipal League.
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Article II
OBJECTS
The object of the South Dakota Municipal Electric Association shall be:
A. To form a body of people representing the publicly owned municipal electric utilities in the State of South Dakota; to unite in the interests and the betterment of their utilities.
B. To promote adequate legislation in the interests of these utilities.
C. To educate the public in the interest of these utilities.
D. To exchange information between its members through meetings and correspondence.
E. To promote the highest efficiency in the operation of the individual utility.
F. To collect helpful facts and information.
G. To promote cooperation and provide information to other organizations, the public and other members of the South Dakota Municipal League.
H. To publish magazines, periodicals, or other publications for the purpose of information to the members and the public.
I. To promote workplace safety for power line workers and other electric utility department employees.
The Association shall be non-political and non-partisan, and shall be operated as a non-profit organization.
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Article III
MEMBERSHIP
A. Membership shall be classified as Active and Associate.
B. Active membership shall consist of any municipality in the State of South Dakota owning or operating municipal electric utilities. Said municipalities, if not already members of the South Dakota Municipal League, must, within one year’s time, affiliate themselves with that organization. Any member of the Governing Board or the Superintendent or Manager of the Electric Utility may be recognized as the voting representative, and shall be designated by the member. In addition, each member may designate an alternative voting representative. The alternative voting representative, in absence of the voting representative, shall have the same voting rights.
C. Associate membership shall be held by business firms or employees of business firms directly interested in the good of the South Dakota Municipal Electric Association.
D. Active members shall have one vote each in the election of the trustees of the Association. Associate members shall have no vote and may not hold office.
E. The eligibility of Associate members shall be determined by the Executive Committee of the Association.
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Article IV
DUES
A. The annual dues for active membership shall be determined by the Executive Committee. The dues shall have a base fee of at least one hundred ($120) dollars and a fee based on megawatt hours purchased by the member municipality.
B. Associate membership dues per business, firm or employee shall be three-hundred-fifty ($350) dollars per year.
C. All fees and dues shall be payable not later than January 31 of the calendar year for which the dues are being assessed to the Secretary/Treasurer of the Association.
D. All dues shall be for the fiscal year (January 1 - December 31). Members joining this Association in mid-year shall pay dues in proportion to the remaining months of the year.
E. Each member municipality shall receive annual subscriptions to any Association magazine or periodical. Any city official of a member city is eligible to attend all meetings of the Association. Any member city may withdraw from the Association upon thirty (30) days written notice, and upon payment of dues that have become payable prior to the date of withdrawal. No refund of dues may be made upon withdrawal.
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Article V
EXECUTIVE COMMITTEE/OFFICERS
A. The powers of the Association shall be exercised by the Executive Committee. The Committee shall have power to adopt rules and regulations not inconsistent with these By-Laws, or the laws of South Dakota, for the management, administration or regulation of the affairs of the Association.
B. The Executive Committee shall be comprised of the officers of the Association who shall be a President, Vice- President and three Trustees. To the extent possible, at least two of the officers shall be involved in the day-to-day operations of a municipal utility.
C. A majority vote of the Executive Committee shall govern except where otherwise provided. They shall have the power to overrule or modify the action of any officer of the Association. They may have the books and accounts audited annually or more often at their discretion.
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Article VI
ELECTION OF TRUSTEES AND OFFICERS
The officers of the Association shall be elected as follows:
A. The President shall appoint a nominating committee before the annual meeting.
B. The nominating committee shall, at the annual meeting, propose the name of at least one candidate for each trustee whose term expires. At the annual meeting, nominations may also be made from the floor.
C. Trustees shall be elected by a majority vote of the members voting at the annual meeting. If a candidate for trustee runs unopposed, a voice vote of the members present shall elect the candidate. In any election where more than one candidate has been nominated, voting shall be by secret ballot. If no candidate receives more than 50% of the vote, a run-off election shall be held between the two candidates receiving the most votes.
D. All Trustees shall take office at the Annual Meeting and shall elect among themselves a President and Vice President to serve until the next election of Trustees.
E. Any vacancies of Trustees shall be filled by election by the Executive Committee of a member representative for the unexpired portion of a term.
F. Only the utility superintendent, other electric utility personnel, mayor, member of the governing body or utility board member of a member municipality shall be eligible for election as a Trustee. The term of office for the Trustees shall be three years with the terms to be staggered so that no more than two Trustees are elected at any one time.
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Article VII
DUTIES OF OFFICERS
A. The President:
1) shall be the Chief Executive Officer of the Association and shall preside at all meetings of the members and the Executive Committee;
2) may sign any legal documents, contracts or other instruments authorized by the Executive Committee to be executed, except in cases in which the signing and executive thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed;
3) shall in general perform all duties incident to the office of President and such other duties as may be prescribed by the Executive Committee from time to time.
B. If for any reason the President is unable to perform the duties of the office, the Vice President shall occupy the position and assume the duties, having the same authority as the President.
C. If for any reason the office of President shall become vacant, the Vice President shall succeed to the office. Should the vacancy occur in the office of Vice President or any other office, the Executive Committee shall appoint a member to fill the unexpired term.
D. The Secretary shall be the Director of Municipal Electric Services.
E. The Treasurer shall be the Executive Director of the South Dakota Municipal League. The Treasurer:
1) shall countersign all instruments in writing executed in behalf of the organization; and safely and systematically keep all books, papers, records and documents belonging to the organization;
2) keep an accurate record of all members and notify those who are in arrears in payment of dues and notify the Executive Committee of any member becoming ineligible for membership in the organization;
3) shall actively assist with any program of the organization for the improvement of the laws and the enforcement thereof and shall attempt from time to time to determine the opinion of the membership relative thereto and shall report findings in this respect to the annual meeting of the members of this organization for their consideration;
4) shall keep an account for all monies, credits and property of the organization and shall keep an accurate account of all monies received;
5) shall issue and sign all checks drawn on the organization’s fund;
6) shall furnish a statement of all receipts and expenditures and the balance of funds on hand at the annual meeting;
7) shall perform such additional duties as may be required by the Executive Committee;
8) shall furnish satisfactory bonds in amounts to be set by the Executive Committee, the premiums thereto to be paid by the organization.
9) shall, in the absence of the Director of Municipal Electric Services, keep a record of the proceedings of the meetings of the members and of the Executive Committee of this organization.
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Article VIII
MEETINGS
A. This Association shall meet regularly at least annually and at such other times as determined by the Executive Committee.
B. Special meetings may be called by the Executive Committee or the President.
C. The annual meeting shall be at the same place and on the same dates of the regular meeting of the entire South Dakota Municipal League.
D. The annual meeting shall be devoted to the transaction of all or any business recommended by the Executive Committee and any business presented from the floor. They shall include also the reports of any standing or special committees. The problems of the Association as a whole shall be discussed and acted upon. Problems of the individual members may be discussed and all constructive aid possible shall be given.
E. The annual meeting shall include the election of officers for the ensuing year.
F. The attendance of twenty (20) percent of the voting representatives shall be necessary for a quorum at any annual meeting. A written notice of the time and place of the meeting shall be given each member at least ten (10) days prior to the date of the meeting.
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Article IX
PARLIAMENTARY PRACTICE
All meetings shall be conducted in accordance with Robert’s Rules of Order except as otherwise provided in these Constitution and By-Laws.
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Article X
AMENDMENTS
These Constitution and By-Laws may be amended at any regular meeting of the Association by a majority of all members present, provided that notice of such meeting fully describing the proposed change is mailed or emailed to the members not less than ten days before the meeting.
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Article XI
EMPLOYEES
The Executive Committee shall fix the titles, duties and compensation of employees of the Association including such legal, technical, managerial and clerical assistance as it may require.
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Article XII
COMMITTEES
The Executive Committee or the President may appoint any standing or special committee they deem necessary to help carry out the objectives of this Association. The President shall be an ex-officio member of all committees.
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Article XIII
FINANCES
The fiscal year of the Association shall begin on the first day of January and shall end on the 31st day of December.