SDOG By-Laws
Article I: Purpose
A well-informed citizenry being the bedrock of good government and a free society, South Dakotans for Open Government will promote access to government officials, records, meetings and actions.
South Dakotans for Open Government will accomplish this through education of the public and government officials of the need for citizens to know and understand their government’s operations.
Article II: Openness
Section 1 - Except as specifically noted, the presumption always shall be in favor of openness of all meetings, records and activities of South Dakotans for Open Government.
Section 2 - Annual meetings and special meetings of the membership shall be open to the public. Members shall be notified of the time, date and place of annual meetings, as well as any agenda items, not less than 60 days in advance. Members shall be notified of special meetings not less than 20 days in advance.
Section 3 - Minutes of membership meetings shall be available to the public.
Section 4 - All meetings of the Board of Directors and the Executive Committee shall be open to the general membership, except when discussion involves real estate sale/purchase by South Dakotans for Open Government, pending litigation or personnel review/action. Such meetings may be closed only by majority vote of the Board of Directors or the Executive Committee, with the reason recorded in the minutes. Any action must be ratified in open session.
Section 5 -Phone conference/teleconference meetings of the Board of Directors and the Executive Committee may be held.
Section 6 - Minutes of meetings of the Board of Directors and the Executive Committee shall be available to the public, unless the meetings have been closed by a majority vote of the Board of Directors or the Executive Committee.
Section 7 - All financial records, including required state and federal government filings, shall be available to the public.
Section 8 - Bylaws of South Dakotans for Open Government shall be available to the public.
Section 9 - Information on educational and other activities of South Dakotans for Open Government shall be available to the public.
Article III: Membership
Section 1 - Membership in South Dakotans for Open Government shall be open to any South Dakota resident, group of residents, association, organization, corporation, educational institution or student, which has an interest in open government, freedom of speech and freedom of the press.
Section 2 - An annual meeting shall be held for all members, with notice of time, date and place being provided to members not less than 60 days in advance.
Section 3 - Special meetings may be called by the Board of Directors, with notice of time, date and place being provided to members of record not less than 20 days in advance.
Section 4 - Dues for general membership shall be established by the Board of Directors.
Section 5 - The Board of Directors may establish special types of voting and non-voting memberships, and dues related to those memberships.
Article IV: Board of Directors
Section 1 - The affairs of South Dakotans for Open Government shall be conducted and managed by a Board of Directors.
Section 2 - The number of directors shall be determined by the Board.
Section 3 - A majority of members of the Board of Directors shall represent the South Dakota Newspaper Association, the Freedom Forum and the South Dakota Broadcasters Association.
Section 4 - The remaining directors shall be elected by the general membership, with 3 representing at-large citizens, 3 representing educational institutions or libraries, and 3 representing the legal profession.
Section 5 - All terms of office for the Board of Directors will be for 3 years, with terms staggered in a manner prescribed by the Board of Directors.
Section 6 - The Board of Directors shall meet 4 times a year and may have other meetings as needed.
Section 7 - Meetings of the Board of Directors may be called by the President or by one-third of the members of the Board.
Section 8 - Any member of the Board of Directors may resign by delivering a written resignation to the board secretary or designee, and any member of the board may be removed by an affirmation vote of two-thirds of the entire Board of Directors at any meeting - provided that such member shall first be served with written notice of the pending vote with justification and shall have been given an opportunity to be heard before such a vote is taken.
Any such vote for removal shall be taken at a meeting open to the general membership.
Section 9 - The Board of Directors, on a simple majority vote, may fill a vacancy of its members. Any such vote shall be taken at a meeting open to the general membership.
Section 10 - An executive Committee of the Board of Directors shall consist of the President, the Vice President, the Secretary, the Treasurer and the Immediate Past President. The Executive Committee shall exercise such powers as the Board of Directors may delegate it.
Section 11 - Meetings of the Executive Committee may be called by the President or any 2 other members of the Committee.
Section 12 - Meetings of the Executive Committee shall be preceded by notice of not less than 10 days to the Board of Directors of the time, date and place of such meeting, and any agenda items.
Section 13 - The Board of Directors may authorize the employment of such salaried staff as it deems necessary and proper and shall set the conditions and salaries of such employees.
Section 14 - The Board of Directors, by resolution adopted by a majority of the Directors, may designate and appoint one or more committees, each of which shall consist of 2 or more directors. Each committee shall act under the direction of the Board of Directors.
Section 15 - Meetings of committees must be preceded by notice of not less than 10 days to the Board of Directors of time, date and place of such meeting, and any agenda items.
Section 16 - Minutes of committee meetings shall be available to the public.
Section 17 - A majority of the members of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 18 - Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board, may be taken without a meeting by consent in writing, setting forth the action so taken, signed by all members of the Board.
Article V: Officers
Section 1 - The officers of South Dakotans for Open Government shall consist of a President, a Vice President, a secretary and a Treasurer. The Board of Directors shall define the duties of such officers. No two offices may be held by the same person. The officers shall be elected to two-year terms by a majority vote of the Board of Directors, and the term of office shall be the same as the fiscal year.
Section 2 - In the event of the resignation, removal or incapacitation of the President, the Vice President shall succeed to the office of President for the duration of the existing term. In the event both offices become vacant or the office holders become incapacitated at the same time, the Board of Directors shall fill both offices by a majority vote.
Article VI: Financial Operations
Section 1 - The fiscal year of South Dakotans for Open Government shall begin on the first day of July in each year.
Section 2 - All checks and notes of South Dakotans for Open Government shall be signed by such officers, employee or employees as the Board of Directors shall designate. No checks shall be signed in blank.
Article VII: Offices
Offices of South Dakotans for Open Government shall be houses in the offices of the South Dakota Newspaper Association, and all records shall be maintained there.
Article VIII: Amendments
Section 1 - Any provision of these Bylaws may be repealed or amended by a two-thirds majority vote of the Board of Directors. Such changes may be proposed by any member or any board member.
Section 2 - Such a vote by the Board of Directors shall be taken only after notification of the membership by the proposal not less than 45 days before action is to be taken.
Section 3 - Such changes shall not be contrary to the mission of South Dakotans for Open Government as set forth in Articles I and II of these Bylaws.
Article IX: Qualification
Notwithstanding any other provision of these bylaws, South Dakotans for Open Government shall not engage in any activities not permitted to be carried on by a corporation exempt from income taxation as described in Section 501 (c) 3 of the Internal Revenue Code of 1986, as now in effect or as may be amended.