South Dakota Pilots Association

Constitution and By-Laws

(January 13, 1996; Updated: September 12, 2009; June 25, 2011; May 23, 2020)
South Dakota Pilots Association

Constitution

Article One:

The name of this organization shall be the South Dakota Pilots Association. The address of the association shall be 307 West Blaine, Gettysburg, SD 57442.

Article Two:

The purpose of the association is:

  1. To operate exclusively for charitable, educational and scientific purposes; the makings of distributions that qualify as exempt organizations under 501(c)(3) of Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue law.
  2. To encourage education and safety related to aviation in South Dakota through educational and civic activities for its members and others.
  3. To improve education and safety for South Dakota pilots through maintenance of a library of books and films and publication of factual materials.
  4. To provide centers for discussion for South Dakota pilots and others.
  5. To cooperate with federal, state and municipal agencies in its effort to promote aviation in South Dakota.
  6. To promote a fraternal feeling among South Dakota pilots.
  7. To protect the rights and privileges of South Dakota pilots.
  8. To support programs for the development of adequate landing facilities in the State of South Dakota.
  9. To make the services of the association available during times of State emergency.
  10. To support historic and other primarily aviation related projects under SDPA jurisdiction common to the State of South Dakota.

Article Three:

No part of net earnings of the association shall be distributed to its members, officers or board members. The association shall be empowered to pay reasonable compensation for services rendered. The association shall not participate in any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the association shall not carry on any other activities not permitted by (a) a corporation exempt from the Federal Income Tax Code under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law) or (b) by a corporation, contributions to which deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue law.

Article Four:

The duration of the association shall be perpetual.

Article Five:

Dissolution Clause. Upon dissolution of the association the Board of Directors shall, after making provision for payment for all liabilities of the association, dispose of all the assets of the association to such organization(s) organized and operated exclusively for charitable, educational, religious or scientific purposes as shall, at the time, qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue law, as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the association is located.

By-Laws

South Dakota Pilots Association

Article I Membership:

  1. Membership in this association shall be open to any person sixteen (16) years of age or older.
  2. Members shall be entitled to all the privileges and rights of the association, to vote for members of the Board of Directors and Officers or to serve as such. There shall be one (1) vote per paid membership and one (1) membership per person.
  3. Application for membership shall be submitted on forms provided by the association. Applications for membership shall be approved by the Board of Directors.
  4. Annual dues shall be set by the Board of Directors.
  5. The Board of Directors, after reasonable notice and hearing, may expel any member who brings discredit to him/herself or the association.

Article II Meetings:

  1. ANNUAL MEETING: The annual meeting of the association shall be held at such a time and place as the Board of Directors shall select after thirty (30) days notice has been given to the membership.
  2. SPECIAL MEETINGS: Special meetings may be held after reasonable notice has been given by the Board of Directors or after written request of ten (10) members has been submitted to the Secretary and reasonable notice has been given by the Board of Directors.
  3. ORDER OF BUSINESS: The order of business shall be
    1. Call to order.
    2. Reading of the minutes of last meeting.
    3. President's report.
    4. Treasurer's report.
    5. Committee report(s).
    6. Old business.
    7. New business.
    8. Adjournment.
  4. QUORUM: A quorum shall consist of three (3) board members and the President or Vice-President.
  5. RULES OF ORDER: Questions of procedure shall be decided according to Robert's Rules of Order, Newly Revised, unless otherwise provided for in the by-laws.
  6. VOTING: Each member in good standing prior to the start of a membership meeting, may vote on motions at a membership meeting. During Board of Directors teleconference call meetings and videoconference call meetings, roll call will be used to determine a quorum and votes on motions.

Article III Board of Directors and Officers:

  1. ELECTIONS: One Director will be elected to represent each District shown on the attached map. Directors for odd-numbered Districts will be elected in odd-numbered years. Directors for even-numbered Districts will be elected in even-numbered years. President, Vice President, Secretary, and Treasurer will be elected at the same time to 2-year terms starting with the election in January 2007 and that nominations can be made for all SDPA members in good standing.
  2. VACANCIES: Vacancies on the Board of Directors can be filled by the selection of a member of the association and voted on by a quorum of the board.
  3. QUALIFICATIONS: Candidates for the Board of Directors and Officers shall have been a member of the association for the least one (1) year. Candidates for the board or officers can be nominated from all SDPA members in good standing.
  4. TERMS: Terms for Directors and Officers shall be two (2) years.
  5. COMPENSATION: Directors and officers shall not receive any compensation for their services, but may be reimbursed for their expenses in connection with doing business for the association.
  6. MEETINGS: The Board of Directors shall hold a meeting immediately following the annual meeting. The board may hold special meetings at such times and places as may be determined by resolution. Special meetings may be called by the President or three (3) board members. Ten (10) days notice shall be given prior to a special meeting.
  7. DUTIES: The Board of Directors shall manage the affairs of the association, carry-out the purposed of the association, carry-out any resolutions and/or resolutions of the association as expressed at annual meetings, account for and administer the assets of the association and shall possess all the powers and authority necessary to perform these duties.
  8. COMMITTEES: The President may appoint committees as deemed necessary to carry-out the work of the association.

Article IV Officers and Duties:

  1. OFFICERS: The officers of the association shall consist of a President, Vice-President, Secretary, and Treasurer. No two offices can be held by the same person.
  2. ELECTION: The officers shall be elected by the membership at its annual meeting.
  3. PRESIDENT: The President shall preside at all meetings of the association. He/she shall carry out the business of the association at the direction of the Board of Directors. He/she shall report to the membership at the annual meeting. He/she shall call upon any committees to report to the membership at the annual meeting.
  4. VICE-PRESIDENT: The Vice-President shall preside at any meetings that the President is unable to attend. The Vice-President's responsibilities shall include membership, legislation and annual meeting unless otherwise directed by the President.
  5. SECRETARY: The Secretary shall keep accurate and complete minutes of all meetings of the association and the Board of Directors. He/she shall maintain all records, issue notices of meetings and maintain an accurate membership of the association. He/she shall maintain the associations' seal, by-laws, constitution and articles of incorporation.
  6. TREASURER: The Treasurer shall have custody of the funds of the association, shall keep accurate books thereof and report to the board as to financials. He/she shall pay out funds of the association as directed by the board. The Treasurer shall report to the membership at the annual meeting and submit a budget to the membership for the ensuing year for the memberships' approval. If required he/she shall provide bond at cost to the association.
  7. OTHER PERSONNEL: The Board of Directors may appoint other personnel from time to time as deeded necessary.
  8. EXECUTIVE SECRETARY: The Board of Directors may retain an Executive Secretary and fix compensation for same.

Article V Seal:

The seal of the association shall be selected by the Board of Directors and shall be displayed in the minutes of the association.

Article VI Fiscal Year:

The fiscal year of the association shall be January 1st to December 31st.

Article VII Publications:

The official newsletter of the association shall be entitled SDPA News and shall be distributed to the membership and other interested parties regularly. The Board of Directors shall appoint an editor.

Article VIII Amendments:

The by-laws may be amended by a majority vote of the membership present and voting at the annual meeting or any special meeting called for that purpose.

Adopted on this January 13, 1996 by the Members of the Association at the annual meeting held in Pierre, SD, whose Officer's signatures affixed hereto follow:
Bobbie Potts, President
Barry Bibler, Vice-President
Jim Behnken, Secretary
Mary Carol Potts, Treasurer





Amendment to By-laws
January 18, 2003 (annual meeting in Gettysburg, SD)
Moved by Merle Vig; Seconded by Ken McGirr
Motion: Move Faith Airport from Director District 6 to Director District 7.
All present voted aye, none nay.

CORRECTION: January 20, 2003
Discovered error in map of SDPA District map showing airports attached to Constitution and By-laws (extra airport in District 2 mismarked east of Aberdeen and one airport missing from District 1 [Bowdle]). Corrected District map on January 20, 2003. Steven J. Hamilton

Amendment to By-laws
April 15, 2006 (meeting in Mobridge, SD).
Moved by Marsha Sumpter; seconded by Jeff Jackson.
Motion:  Establish an Executive Director position.
All present voted aye, none nay.

Amendment of By-laws
June 24, 2006 (meeting in Kadoka, SD).
Moved by Delbert Keith; seconded by Dave Marten.
Motion:  Accept a list of Officer Duties.
All present voted aye, none nay.

Amendment to By-laws
June 24, 2006 (meeting in Kadoka, SD).
Moved by Merle Vig, seconded by Dave Marten.
Motion: Accept a list of Executive Director duties.
All present voted aye, none nay.

Amendment to By-laws
January 20, 2007 (meeting in Watertown, SD).
Moved by Steve Hamilton, seconded by John Barney.
Motion:  Elect the top four officer positions (president, vice president, treasurer, secretary) at the same time to 2-year terms starting with the election in January 2007 and that nominations can be made for all SDPA members in good standing.
All present voted aye, none nay.

Amendment to By-laws
September 12, 2009 (meeting in Spearfish, SD).
Moved by John Barney, seconded by Craig Mickelson.
Motion:  Move Jerauld County (Wessington Springs Airport) from District 4 to District 3, and move Davison County (Mitchell Airport) from District 3 to District 4.
All present voted aye, none nay.

Amendment to By-laws
June 25, 2011 (meeting in Hot Springs, SD).
Moved by John Barney, seconded by Steve Hamilton.
Motion:  Add new section J to Article Two of the Constitution as follows: J. To support historic and other primarily aviation related projects under SDPA jurisdiction common to the State of South Dakota.
All present voted aye, none nay.

Amendment to By-laws
May 23, 2020 (meeting in Mitchell, SD).
Moved by Steve Hamilton, seconded by Harvey Spieker.
Motion:  Add new section F to Article II of the By-laws as follows: F: VOTING: Each member in good standing prior to the start of a membership meeting, may vote on motions at a membership meeting. During Board of Directors teleconference call meetings and videoconference call meetings, roll call will be used to determine a quorum and votes on motions.
All present voted aye, none nay.