BYLAWS of the SOUTH DAKOTA SOCIETY OF PROFESSIONAL LAND SURVEYORS, INC. ARTICLE I – MEMBERS SECTION 1 QUALIFICATION OF MEMBERS The members of the South Dakota Society of Professional Land Surveyors (SDSPLS) shall consist of those persons who: (a) are eligible for membership under the provisions of Article I, Section 2 of these Bylaws; (b) have been elected to membership upon the recommendation of the Membership Committee; and c) are in good standing - not delinquent in the payment of dues, subject to expulsion, nor in violation of any other portion of these Bylaws. SECTION 2 CLASSES OF MEMBERS The members of SDSPLS shall be classified in the following classes. MEMBER: a) Any person licensed to practice the profession of surveying, according to state or provincial statutes; or b) A GS-1373 employee classified as a Land Surveyor or Supervisory Land Surveyor; or c) An academician holding a Bachelors or higher degree and the rank of assistant professor or higher rank and teaching in an ABET accredited or a state land surveying registration board approved surveying program. LSI MEMBER (Land Surveying Intern): Any person who has successfully completed the LSI examination according to state or provincial statutes whose qualifications did not meet the requirements of Member. TECHNICIAN MEMBER: Any person who has successfully completed any level of the Certified Surveying Technician program as administered by and through the National Society of Professional Surveyors whose qualifications did not meet the requirements of Member or LSI, or any person who holds an Associate Degree or higher in Land Surveying, Land Surveying Technology or an equivalent thereof and whose qualifications did not meet the requirements of Member or LSI. ASSOCIATE MEMBER: a) Pre-Professional: Any person who by his or her employment is actively engaged in a program leading to a career in the profession of surveying. b) Subscriber: Any person with an associative interest in surveying whose qualifications did not meet the requirements of Member, LSI or Technician. SUSTAINING MEMBER: Any person or organization, either an individual, a partnership, or a corporation, who or which is engaged either in the manufacturing or distribution of surveying instruments, equipment, or supplies, or in the compilation or reproduction of maps, or in the performance of services for land surveyors. STUDENT MEMBER: Any person who is a full-time (12 hours) student studying surveying or related fields. HONORARY MEMBER: Any person who has attained unusual professional recognition by his or her contributions to the profession of land surveying and has been elected as an HONORARY MEMBER by a vote of the membership of SDSPLS. LIFE MEMBER: Any person who has attained 60 years of age and has retired from active practice as a land surveyor and who has paid full dues for the year prior and he or she attained such age or so retired, whichever is later. SECTION 3 APPLICATION FOR MEMBERSHIP All applications for membership shall be presented to the Secretary or Executive Director upon a form prescribed by the Board of Directors and accompanied by the dues for the current membership year. SECTION 4 DELINQUENCY Dues notices shall be mailed to each member at their last known address by December 15th of each year. Dues shall be paid on or before January first (1st) of each year. Membership shall expire automatically and without any notice, hearing, or other action by SDSPLS, on the fifteenth (15th) day in April in the year in which such member shall have failed to pay the annual dues. SECTION 5 EXPULSION If and when the Professionalism and Practice Committee shall notify the Secretary or Executive Director that any member either: (a) has ceased to be eligible for membership in the class in which he or she is a member; or (b) has been found guilty of any felony; or (c) has violated any provision of any Code of Ethics adopted by SDSPLS, or (d) has willfully or repeatedly obstructed any purpose or proper activity of SDSPLS, or (e) has been found guilty of any other conduct detrimental to SDSPLS or the profession of land surveying, then the Secretary or Executive Director shall mail to said member written notice (specifying one or more of said grounds for expulsion) that said member will, automatically and without any further notice or hearing or other action by SDSPLS, be expelled from membership in SDSPLS thirty (30) days after the date of the mailing of such notice, unless said member presents cause in a written statement delivered to the Executive Director within thirty (30) days following the date of said mailing why said member should not be expelled from membership. If and when the Executive Director shall have received any such written statement of cause, he or she shall notify said member of the time and place of the next meeting of the Board of Directors when and where said member may be heard with respect to this expulsion. After said hearing, if said member is expelled by the Board of Directors, the expelled member may appeal to the next annual meeting of the members held not earlier than thirty (30) days after such expulsion, and such expelled member may be reinstated by the votes of a majority of the members who vote on a motion to reinstate said former member. SECTION 6 PROPERTY RIGHTS No member as such shall have any right, title or interest in or to any property of SDSPLS. Upon the death or dissolution of any member or any other expiration of any membership or the expulsion of any member, no remuneration of any kind or amount shall become owed by or payable from SDSPLS to the former member whose membership has expired or who has been expelled. ARTICLE II – MEMBERS MEETINGS SECTION 1 ANNUAL MEETING There shall be one annual meeting held each year at such time and place as the SDSPLS Board of Directors may ordain, and at which time the President, President-Elect, Secretary, Treasurer and NSPS Director shall be installed, annual reports received, and other business which rightfully may come before the meeting may be transacted. SECTION 2 SPECIAL MEETINGS Special meetings of SDSPLS may be called whenever and wherever the President or the Board of Directors may deem advisable. SECTION 3 QUORUM At each annual or special meeting of SDSPLS members, ten (10) members present in person shall constitute a quorum. SECTION 4 NOTICE Notice of an annual meeting shall be mailed to every member’s last known post office address not less than thirty (30) days prior to such meeting. Notice for special meetings shall be provided to all members not less than five (5) days’ prior to such meeting via previously confirmed electronic mail transmission or other means. Such notice shall state the time and place of such scheduled meeting SECTION 5 MEMBERSHIP CALL A special meeting of SDSPLS may be called upon the written request of twenty-five percent (25%) of the voting members of SDSPLS upon notice as above provided for special meetings. SECTION 6 VOTES Each Member, Life Member, LSI Member, and Technician Member shall be entitled and restricted to one (1) vote in the affairs of SDSPLS, and there shall be no cumulative voting. Honorary Members, Associate Members, Sustaining Members and Student Members shall have no vote except as ex-officio members of the Board of Directors. SECTION 7 MAIL VOTES Any member who is absent from any members meeting yet entitled to vote at said meeting may vote by proxy upon any election, motion, resolution, or amendment which the Board of Directors may, in its discretion, submit to the members for vote by them. Such proxy shall be in a form prescribed by the Board of Directors and shall set forth the exact text of the proposed election, motion, resolution, or amendment to be voted upon at such meeting, and shall include provisions for clearly indicating an affirmative or negative vote. Such absent member shall be responsible for clearly expressing his or her vote by using the method provided by such proxy. Such proxy, when received by the Secretary of the Board of Directors before said meeting shall have been called to order, shall be accepted and counted as the vote of such absent member at such meeting. SECTION 8 RULES OF ORDER Except as otherwise provided in these Bylaws in any standing rules of procedure (not inconsistent with these Bylaws) which shall have been adopted at any meeting of the members, “Robert’s Rules of Order-Revised” shall be the parliamentary authority for the conduct of meetings of the members. ARTICLE III – OPERATIONS SECTION 1 THE BOARD OF DIRECTORS (Directors) The members of the Board of Directors shall consist of the following duly elected officers, all of whom must be current members of SDSPLS in good standing: a) Immediate Past President; b) President; c) President-Elect; d) Secretary; e) Treasurer; f) the NSPS Director; and g) the President of each SDSPLS Chapter SECTION 2 CHARTERING CHAPTERS The Board of Directors shall have authority to make rules and regulations for chartering, combining or dissolving chapters. SECTION 3 MEETINGS The Board of Directors shall meet quarterly and at such other times and places as the Board may determine. Special meetings may be called by the President, or by a majority of the Directors. All meetings shall be held on such notice, as the Board may prescribe, but any business may be transacted at any meeting without mention of such business in the notice of the meeting. Required notice may be given by any usual means of communications and may be electronic, oral or written. a) Meeting Via Communications Equipment – The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. b) Action Without Meeting – Action required or permitted by law or these Bylaws to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by a quorum of the duly elected and qualified Directors. The action must be evidenced by an electronic response describing the action taken, and included with the minutes of the next regular quarterly meeting. SECTION 4 QUORUM A quorum of the Board of Directors shall consist of a majority of the elected Directors. A majority vote of the Directors present shall decide all questions, except where a greater vote is expressly required by these Bylaws. SECTION 5 REIMBURSEMENT The reimbursement, if any, of the Directors, officers, and members shall be fixed at the annual meeting. SECTION 6 AUDIT The Board of Directors shall audit books of SDSPLS each fiscal year, which audit may be by a public accountant or by an individual or individuals the Board chooses. SECTION 7 BORROWINGS The Board of Directors shall have power which may be exercised only by a vote of a majority of all the Directors, to authorize and approve the borrowing of money and the pledging and mortgaging of any or all of the assets of SDSPLS as a security for the sums to be borrowed. SECTION 8 CORPORATE SEAL The Board of Directors may adopt, alter or abandon the use of a corporate seal. SECTION 9 ENGAGEMENT OF SERVICES The Board of Directors shall have the power to engage the services of, delegate duties to, and establish the responsibilities of, an Executive Director or other such personnel as may be deemed necessary or appropriate to conduct or complete the business of SDSPLS. The Board of Directors shall have the power to terminate the services of such Executive Director or other personnel. ARTICLE IV - OFFICERS SECTION 1 ELECTION OF OFFICERS At the annual meeting of the members, the voting members shall elect a President and a President-Elect for regular terms of one administrative year commencing at the adjournment of the annual meeting. The President shall not succeed himself or herself in office. The sitting President-Elect shall automatically become a candidate for President. On even numbered years the voting members shall elect a Secretary and on odd numbered years a Treasurer and NSPS Director. The Secretary, Treasurer, and NSPS Director shall be eligible for reelection without any limitation on the number of terms for which they may serve. For the regular term next following the expiration of the term for which he or she served as President, the former President shall be designated as the Past President. SECTION 2 THE PRESIDENT SHALL: a) preside over all meetings of the members and of the Board of Directors; b) sign all contracts and other agreements on behalf of SDSPLS; c) perform or delegate all of the duties of his or her office and shall perform such additional duties as may be required of him or her by the Board of Directors; d) appoint the chairperson and members of all standing and special committees from any class of membership; and e) serve as an ex-officio voting member of all committees. SECTION 3 THE PRESIDENT-ELECT SHALL: a) perform such duties of the President as the President may designate; in the absence or disability of the President, the President-Elect shall perform all the duties of the President; b) do and perform such other duties as from time to time may be assigned by the Board of Directors, or required by the President and the Board of Directors. SECTION 4 THE SECRETARY SHALL: a) take or supervise the taking of complete minutes of all meetings of the members and of the Board of Directors; b) have custody of the SDSPLS minute book and of its corporate seal, if any; c) submit to the annual meeting of the members a report covering the business of SDSPLS for the previous fiscal year and showing the condition of SDSPLS at the close of said fiscal year; d) give, or cause to be given, all notices as required by law or these Bylaws; e) perform such additional duties as may be required by the President and the Board of Directors; and f) maintain a current record of membership. SECTION 5 THE TREASURER SHALL: a) have custody of the account for all funds and property of SDSPLS; b) keep complete books and records of all financial transactions of SDSPLS; and c) perform such additional duties as may be required by the President and the Board of Directors. SECTION 6 THE NSPS DIRECTOR SHALL: a) represent SDSPLS on the Board of Directors of the National Society of Professional Surveyors; and b) monitor the National Society of Professional Surveyors programs and policies, and report the same to the membership of this society. SECTION 7 OFFICER VACANCY Each vacancy occurring in any office of the President, President-Elect, Secretary, Treasurer or NSPS Director other than the expiration of a regular term, may be filled until the next annual meeting of the members by appointment from among the voting members of SDSPLS via a vote of the remaining Directors. Other than for the expiration of a regular term, the Board of Directors may appoint any voting SDSPLS member in good standing to fill a vacancy in the office of the President, President-Elect, Secretary, Treasurer and/or NSPS Director to serve until the next annual meeting. ARTICLE V – COMMITTEES SECTION 1 STANDING COMMITTEES The President, may appoint or reappoint from among the members of SDSPLS, the chairperson and members of each of the following Standing Committees: a) Education; b) Professionalism and Practice; c) Legislation; d) Membership; e) Nominating; and f) Public Information SECTION 2 THE EDUCATION COMMITTEE: This committee shall promote and encourage educational facilities and activities which the committee deems to be advantageous or beneficial to the members or to students who are preparing to follow the profession of land surveying. SECTION 3 THE PROFESSIONALISM AND PRACTICE COMMITTEE: This committee shall prepare and recommend to the Board of Directors a Code of Ethics, and amendments thereof from time to time. It shall investigate all questions arising under said Code of Ethics and recommend to said Board action to be taken by said Board concerning any such question. This committee shall review this corporation’s Bylaws each year and recommend to the Board of Directors such amendments as said committee may deem advisable. This committee shall recommend, or prepare and recommend to the Board of Directors, guidelines for the professional practice of land surveying in South Dakota, and amendments thereof from time to time.
SECTION 4 THE LEGISLATION COMMITTEE: This committee shall study enacted and proposed legislation affecting the land surveying profession, and provide reports and assessments to the Board of Directors. Said Committee shall promote legislation in the public interest and in the interest of the profession of land surveying as directed by the Board of Directors. SECTION 5 THE MEMBERSHIP COMMITTEE: This committee shall review all applications for membership in SDSPLS and shall recommend to the Secretary each applicant which said committee shall deem to be eligible for membership, together with said committee’s recommendation concerning the classification of each recommended application. Said committee, without prior application, may recommend to said board and membership the admission of qualified persons to membership in this association as Honorary Members, Life Members, or Sustaining Members. Said committee shall also strive to increase the membership of SDSPLS. SECTION 6 THE NOMINATING COMMITTEE: This committee shall consist of at least three (3) members and shall, prior to the official notice of the annual meeting of the members, nominate one (1) or more nominees for election to each office for which an election will be held at said meeting. The Board of Directors may serve as the Nominating Committee. SECTION 7 THE PUBLIC INFORMATION COMMITTEE: This committee shall promote SDSPLS and its activities and programs. This committee shall coordinate all programs not covered by the Education Committee. SECTION 8 SPECIAL COMMITTEES The President may appoint the chairperson and members of the following Special Committees as needed from the members of this corporation: a) Historian; b) Honors and Awards; and c) Convention The President may appoint additional special committees for various purposes. ARTICLE VI – CHAPTERS SECTION 1 ORGANIZATION Area chapters of SDSPLS may be established by the Board of Directors upon the petition of at least five (5) members who wish to form a chapter in their area. The petition should include a chapter name and a list of counties to be nonexclusively served by the chapter. This list is subject to change at any time by the Board of Directors. The chapters shall be numbered in the order in which they are established. SECTION 2 PURPOSE The purpose of each chapter shall be to assist SDSPLS in fulfilling its objectives. The chapter shall actively promote membership in SDSPLS. The chapter shall also provide fellowship, guidance and assistance to students and technicians seeking a place in the profession by including them in chapter activities. SECTION 3 MEMBERS Only members of SDSPLS shall be eligible for membership in their respective chapters. SECTION 4 OFFICERS The Chapter Officers shall consist of: a) a President, who shall conduct the chapter business; b) a Vice-President, who assists the President or assumes the duties of the President in his or her absence; and c) a Secretary and a Treasurer, or Secretary-Treasurer who shall keep a record of the business and finances of the chapter. Committees may be appointed by the Chapter President to assist in his or her term of office. The officers shall be elected annually. All voting members shall be eligible for office except in the event of a Student Chapter where all student members shall be eligible for office and shall be voting members in the chapter. SECTION 5 MEETINGS Each Chapter shall hold at least two meetings throughout the year. The meetings shall be conducted in accordance with “Robert’s Rules of Order – Revised”. Copies of the meeting minutes shall be retained by the Chapter secretary, and copies shall be provided to the Chapter President. SECTION 6 DUES The chapter shall determine its own dues, which may not exceed fifty percent (50%) of the respective state SDSPLS dues. SECTION 7 ANNUAL REPORT The Chapter President shall present an annual report to the membership at the annual meeting, containing a list of its members and a summary of its activities and financial status. ARTICLE VII – FINANCES SECTION 1 FISCAL YEAR The fiscal year of SDSPLS shall commence on the first day in October in each year and shall end on the last day of September in the next year. SECTION 2 ANNUAL MEMBERSHIP DUES Each member shall be assessed, as of the first day of each fiscal year, such full amount of annual dues for said fiscal year as have been adopted by the Board of Directors prior to the commencement of said fiscal year. In the case of newly admitted members, dues may be pro-rated as follows: a) beginning on April 1 of said fiscal year newly admitted members may pay one-half (1/2) annual dues; and b) beginning on October 1 of said fiscal year newly admitted members may pay full annual dues which will cover the remainder of said fiscal year and all of the next fiscal year. No annual dues shall be assessed against any Honorary Member. The annual dues payable by Members, LSI Members, Technician Members, Associate Members, Sustaining Members, Life Members, and Student Members shall be established and assessed by the Board of Directors. SECTION 3 ANNUAL BUDGET The Board of Directors shall prepare, prior to the annual meeting, a proposed budget, and shall submit the same together with the notice of the annual meeting to the membership for their approval at the annual meeting. ARTICLE VIII – AMENDMENTS SECTION 1 These Bylaws or any part of the same may be amended, abridged, altered, added to, or repealed by the membership of this corporation and not otherwise, at any annual membership meeting, by a two-thirds (2/3) vote of the membership voting. SECTION 2 All proposed amendments to the Bylaws must be delivered to the Secretary not less than sixty (60) days prior to the date of the annual meeting. The Secretary must thereupon mail a copy of such proposed amendments to all members of every class, or email a copy of such proposed amendments and post a copy of such proposed amendments on the SDSPLS website (www.sdspls.org) not less than thirty (30) days prior to such annual meeting. Publication in the official publication of SDSPLS which is delivered thirty (30) days prior to such annual meeting shall constitute due notice to the membership. SECTION 3 The Secretary shall mail a copy of all amendments to each member following adoption. Publication in the official publication which is mailed, emailed or provided to all members; or posting on the SDSPLS website (www.sdspls.org) shall constitute delivery of the amendments. Amended: January 10, 2014 January 12, 2017 January 6, 2022 |