Bylaws

CHAPTER II - Affiliation:
This organization is a constituent chapter of the American Academy of Family Physicians, a corporation existing under the laws of Illinois and is possessed only of those rights and powers conferred by said corporation to this organization. No rules, regulations, or policies adopted by this organization shall be in conflict with the rules, regulations or policies of the American Academy of Family Physicians or the charter issued by said Academy to this organization.

CHAPTER III - Mission Statement, Purposes and Powers:

SECTION 1. The mission of the American Academy of Family Physicians is to promote excellence in health care and the betterment of the health of the American people. Purposes in support of this mission are:

To provide responsible advocacy for and education of patients and the public in all health-related matters;
To preserve and promote quality cost-effective health care;
To promote the science and art of family medicine and to ensure an optimal supply of well-trained family physicians;
To promote and maintain high standards among physicians who practice family medicine;
To preserve the right of family physicians to engage in medical and surgical procedures for which they are qualified by training and experience;
To provide advocacy, representation and leadership for the specialty of family practice;
To maintain and provide an organization with high standards to fulfill the above purposes and to represent the needs of its members.

SECTION 2. This organization shall have no capital stock. It is not conducted for pecuniary profit and does not contemplate pecuniary gain or profit to the members thereof.

CHAPTER IV - Membership:

SECTION 1. The qualifications and conditions of membership and the classes of membership shall be the same as those now or hereafter provided in the Bylaws of the American Academy of Family Physicians. The privilege of the floor of the annual meeting and the right to vote and hold office of each class of members shall be the same as provided that class of members in the Bylaws of the American Academy of Family Physicians. These Bylaws provide that active and resident members are given the privilege of the floor of the annual meeting, may vote, and hold constituent chapter office. Affiliate members are given the privilege of the floor of the annual meeting and may vote, but may not hold constituent chapter office. Other classes of members shall have the privilege of the floor of the annual meeting.

Application for membership shall be made in writing on a form prescribed by the American Academy of Family Physicians. Election to membership shall be by a majority of the Board of Directors of this chapter.

Acceptance of membership in this organization shall constitute an agreement by such member to comply with the Bylaws of this organization and those of the American Academy of Family Physicians. Subject to the right of appeal to the American Academy of Family Physicians, in a manner provided in the Bylaws of said corporation, a member accepting membership in this organization shall recognize the Board of Directors of this organization as the sole and only judge of the right to be or remain a member.

All right, title and interest, both legal and equitable of a member in and to the property of this organization shall cease and determine in the event of any or either of the following: [a] expulsion of such member; [b] the striking of the name from the roll of members; [c] death or resignation.

SECTION 2. Members shall be required to pay dues and/or assessments to this organization in the amount and manner provided in the Bylaws.

SECTION 3. All members of this organization whose dues and assessments are paid shall be members of the American Academy of Family Physicians. Any member of the organization who fails to apply for and obtain membership in said AAFP shall be ineligible for membership in this organization.

SECTION 4. Active members of the Uniformed Services Chapter residing in South Dakota may become a "Uniformed Services Associate" of SDAFP, without the right to vote or hold office.

CHAPTER V - Dues and Admission Fee:

SECTION 1. Dues for active members shall be one hundred dollars [$150.00] per year, due and payable upon election to membership and payable in advance on the first day of each subsequent year so long as the member shall remain a member.

SECTION 2. An admission fee of ten dollars [$10.00] shall be paid by all new active members, said fee to be forwarded to the American Academy of Family Physicians together with the first year's dues to said corporation. The admission fee and first annual dues shall accompany the candidate's membership application, provided, however, that the total sum shall be refunded in the event this application is not approved.

SECTION 3. The dues of other than active members shall be fixed by the Board of Directors. In addition, other than active members shall be required to pay such dues to the American Academy of Family Physicians as may be prescribed by the Bylaws of that organization.

SECTION 4. Special assessments may be applied equally to all members by affirmative action of two-thirds of the members of the Board of Directors, provided, however, that no assessments shall be in excess of twenty-five dollars [$25.00] annually.

SECTION 5. Any member whose dues or assessments are unpaid at the end of the calendar year shall be notified thereof by the treasurer, by registered mail to the member's address of record. Unless payment is received within thirty [30] days thereafter, the treasurer shall cause the member's name to be stricken from the membership roll. If a member thus stricken from the roll shall pay the amount due prior to the end of the ensuing calendar year, the Board of Directors may, at its discretion, reinstate said member. If at the end of the ensuing calendar year the amount due remains unpaid, the member whose name has been stricken from the roll shall be in the same status as though never a member and shall acquire membership only in the manner set forth in these Bylaws.

SECTION 6. Resident member dues for Family Practice residents training in South Dakota programs shall be paid by the South Dakota Academy of Family Physicians, upon request for membership by the resident.

SECTION 7. Student member dues for all Medical Students attending USD School of Medicine shall be paid by the South Dakota Academy of Family Physicians, upon request for membership by the student.

CHAPTER VI - Annual and Special Meetings:

SECTION 1. A meeting of the members of this organization shall be held annually at a time and place to be determined by the Board of Directors.

SECTION 2. Special meetings may be called by the Board of Directors or by the president. Special meetings shall be called by the secretary-treasurer upon the written request of any five [5] or more members at a place and time determined by the Board of Directors.

SECTION 3. Notice of annual or special meetings shall be given by the secretary-treasurer to all members at least sixty [60] days prior to the date of such meeting, either by letter mailed to the member's address as it appears on the secretary's records or by publication in the official publication, if any, of the organization.

SECTION 4. Voting eligible members present shall constitute a quorum for the transaction of business at any regular or special meeting, and unless otherwise provided in these Bylaws, all matters shall be determined by a majority vote of the members present and voting.

SECTION 5. The Board of Directors may adopt such rules of procedure for the transaction of business at the annual or special meetings of this organization as it deems desirable, unless otherwise provided in these Bylaws.

CHAPTER VII - Board of Directors:

SECTION 1. Subject to the action of the members in meeting assembled or by referendum, the control and administration of this organization shall be vested in a Board of Directors composed of ten [10] members, consisting of the following officers: president, president-elect, three vice presidents, two family practice residents, one medical student, secretary-treasurer, and immediate past president.

SECTION 2. The Board of Directors shall meet once annually and such other times and places as the president and Board of Directors may determine.

SECTION 3. A majority of the Board shall constitute a quorum for the transaction of any business and unless provided otherwise in these Bylaws, all matters shall be decided by a majority vote of the directors present and voting.

SECTION 4. The Board of Directors may appoint such standing or special committees to assist in its work as it deems necessary.

SECTION 5. Members of the Board of Directors are expected to attend all [scheduled quarterly, special, conference call] board meetings, unless attendance is precluded by an emergency or by prior written notification to the secretary. The board will review members not attending over 50 percent of meetings annually and consideration will be given to termination of board membership, which may be accomplished by a majority vote of those board members attending the annual board meeting of the Academy.

CHAPTER VIII - Election of Officers and Delegates:

SECTION 1. Each year at the annual meeting of this organization, the members shall elect a president-elect, one vice president, one family practice resident, and a secretary-treasurer. Nominations shall be made in accordance with procedures established by the Board of Directors.

SECTION 2. Each year at the annual meeting of this organization, the members shall elect one delegate and one alternate delegate to the Congress of Delegates of the American Academy of Family Physicians for a term of two years, their terms of office to start January 1 of the following year following their election. Terms for Delegates and Alternate Delegates are limited to three - two year terms. Candidates for these positions must be current or past officers of SDAFP. In addition, candidates for delegate must be a current or past Alternate Delegate at time of election as Delegate. Alternate Delegates may be re-elected as same, upon completion of three - two year terms, following a minimum of one year lapse of time.

SECTION 3. All nominations shall be made from the floor in accordance with procedures to be determined by the Board of Directors.

The election of these officers and delegates shall be by a majority vote of the members present and voting. When there are three or more candidates for any of these offices and no one received a majority vote on the first ballot, a second ballot shall be taken between the two candidates receiving the highest number of votes on the first ballot.

Candidates for the Board of Directors [except family practice residents and students] shall not be nominated for a specific vacancy occurring on the Board but shall run at large. The election of directors shall be by a majority vote of the members present and voting and a separate ballot shall be cast for each vacancy on the Board. If no candidate receives a majority on the first ballot, the two candidates receiving the greatest number of votes cast shall be candidates on the second ballot and all other candidates shall be dropped, provided, however, that if there be a tie for the second place the candidate receiving the highest number and those tying for second place shall be included in the ballot and balloting shall continue in like manner until a majority is attained. The same procedure shall be followed in filling each of the remaining vacancies from all remaining candidates originally nominated.

SECTION 4. The Board of Directors may appoint an executive vice president, who may but need not be a member of this organization, for a term and stipend, if any, to be determined by the Board. An executive vice president becomes a full voting member of the Board of Directors.

CHAPTER IX - Duties and Terms of Officers:

SECTION 1. The president shall serve as chairman of the Board of Directors, shall preside at all meetings of the organization and shall be ex officio a member of all standing and special committees. The term of office shall begin at the conclusion of the annual meeting immediately following the annual meeting at which elected president-elect, and expire at the conclusion of the next succeeding annual meeting, or when a successor is seated.

In the event of the death or resignation of the president during the term of office, or it for any reason unable or unqualified to serve, the president-elect shall succeed to the office of president for the unexpired portion of that term. In the event of the death, resignation or incapacity of both the president and the president-elect, the Board of Directors shall elect a president for the unexpired portion of the term.

The president shall be encouraged and expected to attend the AAFP National Convention early in the presidential year.

SECTION 2. The president-elect shall be a member of the Board of Directors and shall preside over all meetings of the Board and this organization in the absence of the president, and shall succeed to the office of president at the expiration of the president's term as provided in Section 1 of this chapter.

In the event of the death, resignation or incapacity to serve of the president-elect, the Board of Directors shall elect a successor to the president-elect from its members at the next board meeting as the first order of business following approval of the minutes, provided, however, that nothing herein shall be construed as preventing additional nominations for this office from the floor.

SECTION 3. The three vice presidents shall be members of the Board of Directors.

Their term of office shall begin at the conclusion of the annual meeting at which they are elected and expire at the conclusion of the third consecutive annual meeting thereafter.

No vice president may be elected to serve consecutive three-year terms of office.

In the event of the death, resignation or incapacity to serve of any of the vice presidents, the Board of Directors shall elect a vice president for the unexpired portion of the term. Nothing in the Bylaws shall be construed to prevent a member who has been elected to fill an unexpired term as vice president from being eligible for re-election to one three-year term which is consecutive there-to.

SECTION 4. The secretary-treasurer shall be a member of the Board of directors, shall be the custodian of all funds of the organization and shall furnish bond, the premium for which shall be paid by the organization, in such amount as the Board may require. He shall perform such other duties as the title of the office ordinarily connotes, including giving notices of and keeping a record of all meetings, enrolling and maintaining the records of members and acting as the custodian of all the official documents of the organization.

The secretary-treasurer's term of office shall begin at the conclusion of the annual meeting at which elected and expire at the conclusion of the next succeeding annual meeting. The secretary-treasurer may be re-elected to consecutive terms of office.

In the event of the death, resignation or incapacity to serve of the secretary-treasurer, the Board of Directors shall elect a secretary-treasurer for the unexpired portion of the term.

SECTION 5. The immediate past president shall be a member of the Board of directors for a period of one [1] year, said year to begin at the conclusion of the term of office as president and expire at the conclusion of the next annual meeting.

SECTION 6. An executive vice president, if appointed, shall perform such duties of the secretary-treasurer as may be assigned by the Board of Directors, such other duties as the Board may prescribe, and shall be bonded in an amount fixed by the Board, the premium thereon to be paid by the organization.

SECTION 7. Two family practice residents in training in South Dakota program[s] shall be members of the Board of Directors.

Their term of office shall begin July 1 of the year in which named by the Board of Directors and expire at the completion of residency.

No family practice resident Board member shall be eligible to become a vice president, president-elect, president, secretary-treasurer, alternate delegate, or delegate of the SDAFP while a member of the Board of directors as a family practice resident.

At least two incoming second year family practice residents, selected by family practice residents of each residency programs[s], and sanctioned by residency faculty and director[s] through a letter[s] of support and approval, are to be forwarded to the nominating committee of SDAFP in April of the year of election for their consideration, sanction, and official nomination as candidates.

A second year family practice resident Board member will be elected by the Board of Directors

at the following Board meeting to serve without vote, this resident then continuing to serve as a third year family practice resident Board member, with vote, until completion of the two year term. The next year another second year family practice resident Board member shall be elected by the same process, without vote the first year of the two year term.

SECTION 8. One clinical level medical student in good standing at the University of South

Dakota School of Medicine shall be elected a member of the Board of Directors with vote. The term of office shall begin at the conclusion of the annual meeting at which elected and expire at the conslusion of the next annual meeting thereafter, except that such student board member maybe reelected by the Board to serve a second consecutive one year term if still a medical student at the University of South Dakota School of Medicine in good standing.

No student Board member shall be eligible to become a vice president, president-elect, president, secretary/treasurer, alternate delegate, or delegate of the South Dakota Academy of Family Physicians while a member of the Board of Directors as a student.

One University of South Dakota School of Medicine clinical level medical student, selected by the South Dakota Academy of Family Physicians Family Medicine Interest Group [FMIG] and sanctioned by the South Dakota Academy of Family Physicians Education Committee and the University of South Dakota School of Medicine Department of Family Medicine, shall be forwarded to the South Dakota Academy of Family Physicians Board of Directors by July 1 of the year of election, for consideration of election as a student board member by the Board at its annual board meeting.

CHAPTER X - Component and Student Chapters:

SECTION 1. Upon the petition of any five [5] or more members of this constituent chapter, the Board of Directors may issue a charter for a component or student chapter of this Academy, provided, however, that no more than one component or student chapter shall be chartered for a designated geographical region within this state. Such chapters shall be in such form as is approved from time to time by the Board of Directors.

SECTION 2. Said petition shall be accompanied by the proposed Bylaws for the component or student chapter. No charter shall be issued until such Bylaws are approved by the Board of Directors.

SECTION 3. The members of a component chapter shall be the persons to whom a charter is issued and such additional persons meeting the qualifications for membership set forth in these Bylaws and the Bylaws of the American Academy of Family Physicians. Such members shall practice within the geographical boundaries of the component chapter as designated by the Board of Directors; provided, however, that under unusual circumstances and upon written request by the member may affiliate with another component chapter at the discretion of the Board of Directors. No person may hold membership in a component branch chapter unless a member of this constituent chapter and the American Academy of Family Physicians.

The members of a student chapter shall be medical or osteopathic students to whom a charter is issued, and such additional persons meeting the qualifications for student membership set forth in these Bylaws and the Bylaws of the American Academy of Family Physicians. Such members shall attend school within the geographic boundaries of the student chapter as determined by the Board of Directors, provided, however, that under unusual circumstances and upon written request of the member may affiliate with another component chapter at the direction of the Board of Directors. No person may hold membership in a student chapter unless a student member of this constituent chapter and the American Academy of Family Physicians.

SECTION 4. The charter of any component or student chapter may be suspended or revoked by the Board of Directors in the event of any action deemed to be in conflict with the letter or intent of these Bylaws or in the event of its failure to comply with all of the requirements of these Bylaws, in the manner hereinafter specified.

Any member of this Academy may file written charges against any such component or student chapter with the secretary of this chapter. Such charges must be signed by the accuser or accusers,

and must state the acts or conduct complained of with reasonable particularity. The secretary must present said charges to the Board of Directors at its next meeting. The Board of Directors shall then or at any adjournment of said meeting, but not more than thirty [30] days thereafter, consider the charges an shall either dismiss them or proceed as hereinafter set forth.

If the Board fails to dismiss said charges, it shall within ten [10] days thereafter cause a copy of the charges to be served upon the accused component or student chapter by depositing in the United States mail a copy thereof, registered and mailed to the secretary or other officer of said chapter. The Board shall also and at the same meeting fix a time and place for the hearing of said charges and the accused component chapter shall be notified of the time and place at the same time and in the same manner as provided for the serving of charges. The time set for the hearing shall be not less than fifteen [15] days nor more than ninety [90] days after service of charges.

The Board shall, after having given the accused and the accuser reasonable opportunity to be heard in person or by counsel and to present all evidence and proofs, conclude the hearing and within thirty [30] days thereafter shall render a decision. The affirmative vote of a majority of the members of the Board present and voting shall constitute the decision of said Board which may be such vote dismiss the charges or order them presented to a regular or special meeting of the members of the South Dakota chapter. In either event, the board shall make known its decision in a written resolution signed by the secretary and chairman thereof. In the former event, the Board shall furnish the accused and the accuser with a copy of the resolution. In the latter event, its resolution shall be read at the next regular meeting of the members or at a special meeting duly called for that purpose, provided that a copy of the decision shall be delivered to the accused in the same manner provided for the service of charges at least fifteen [15] days before such meeting. The accused and the accusers shall be given reasonable opportunity to be heard at the meeting of the members where the decision is read. A two-thirds [2/3] majority of all present and voting shall be required to suspend or revoke the charter of the accused component chapter.

SECTION 5. Annual AAFP dues for student members, should a student chapter be sanctioned by SDAFP, will be paid by the South Dakota Academy of Family Physicians.

CHAPTER XI - Ethics:

SECTION 1. The Principles of Medical Ethics of the American Medical Association, as they now or hereafter may provide, shall be the principles of ethics of this organization and shall be and hereby are made a part of these Bylaws.

SECTION 2. If any member is believed in good faith to have violated the Principles of Medical Ethics or the Bylaws of this organization or of the American Academy of Family Physicians, or to be otherwise guilty of conduct justifying censure, suspension, or expulsion from this organization, any member may prefer charges against the member in the form and manner hereinafter specified.

Such charges must be in writing and signed by the accuser or accusers and must state the acts or conduct complained of with reasonable particularity.

Such charges must be filed with the secretary-treasurer and at the first meeting of the Board held after the filing of said charges, the secretary must present said charges to the Board. The Board shall then or at any adjournment of said meeting but not more than thirty [30] days thereafter, consider the charges and shall either dismiss them or shall proceed as hereinafter set forth.

If the Board fails to dismiss said charges it shall within fifteen [15] days thereafter cause a copy of the charges to be served upon the accused by depositing in the United States mail a copy thereof, registered and addressed to the last known address of the accused. The Board shall also and at the same meeting fix a time and place for hearing said charges and the accused shall be notified of the time and place at the same time and in the same manner as provided for the serving of the charges.

The time set for said hearing shall be not less than fifteen [15] nor more than six months after serving of charges.

The accused may answer in writing but need not do so and failure to answer shall not be an admission of truth of the charges or a waiver of the accused's right to a hearing.

The Board shall after having given to the accuser and the accused every opportunity to be heard, including oral arguments and the filing and consideration of any written briefs, conclude the hearing and within thirty [30] days thereafter shall render a decision. The affirmative vote of a majority of the members of the Board present and voting shall constitute the verdict of the said Board which by such vote may exonerate, censure, suspend, or expel and accused member. The decision of the Board shall be expressed in a resolution which shall contain no opinion and shall be signed only by the president and the secretary. No member of the Board not present for the entire time of the hearing shall be entitled to vote.

Censure shall mean a reprimand by the president administered to the accused in the presence of the said Board. No member shall be suspended for more than one [1] year and at the expiration of the period of suspension shall be reinstated to membership upon application and the payment of dues accrued during the period of suspension.

Any member who has been censured, suspended, or expelled may appeal such action to the American Academy of Family Physicians pursuant to the Bylaws of said corporation.

CHAPTER XII - Miscellaneous:

SECTION 1. Inspection of Records. The minutes of the proceedings of the Board of Directors, the membership books, and books of account shall be open to inspection upon the written demand of any member at any reasonable time, for any purpose reasonably related to the member's interest as a member, and shall be produced at any time when requested by the demand of ten percent [10%] of the members at any regular or special meeting of the members. Such inspection may be made by agent or attorney, and shall include the right to make extracts thereof. Demand of inspection, other than at a meeting of the members, shall be in writing to the president or secretary of the South Dakota chapter.

SECTION 2. The fiscal year of this corporation shall begin on the first day of January and end on the last day of December of each year.

SECTION 3. In the absence of any provision of these Bylaws, all meetings of this organization and of the Board of Directors shall be governed by the parliamentary rules and usages contained in the most current edition of "Sturgis Standard Code of Parliamentary Procedure."

SECTION 4. This organization's president, during the presidential year, and delegates or alternate delegates [maximum of two] to the Congress of Delegates of the American Academy of Family Physicians shall be reimbursed by this organization for attendance at the Congress of Delegates and National Convention of AAFP according to the following criteria: coach airfare plus per diem, based upon one day for travel in addition to the official days set for the meeting, said per diem amount to be set by the Board of Directors annually at their last meeting prior to the dates of the national meeting. All other expenses shall be borne by the individual.

SECTION 5. The organization shall pay round trip coach airfare and advertised registration fees to each of the chapter officers and delegates attending the annual State Officers Conference of the AAFP, and to each of the resident board members attending the Annual National Conference of Family Practice Residents of the AAFP.

SECTION 6. The Executive Director, SDAFP, shall be reimbursed by the South Dakota Chapter for total meeting support, including registration, transportation, room, board, and incidental expenses incurred in attending the annual AAFP State Officers Conference and the National Convention and all SDAFP sponsored scientific and business meetings, such as the Black Hills Seminars and all scheduled board meetings of the organization.

SECTION 7. Special Committees, such as a "Family Medicine Interest Group" may be created and the membership of said committees shall be appointed by the president, with the consent of the Board of Directors. Active, Affiliate, Resident and Student Members may be appointed to these special committees.

SECTION 8. The organization may pay round trip coach airfare and advertised registration fees to members who attend AAFP sponsored national meetings or activities [e.g. Education Committee, Legislative Committee, Leadership Development Conference], subject to consent of the Board of Directors.

SECTION 9. The organization will allow for waiver of SDAFP sponsored scientific session registration fees by Retired and Life members of SDAFP.

SECTION 10. All active and affiliate members shall be required to attend at least one SDAFP constituent chapter produced scientific program each three year re-election cycle, this meeting to offer a minimum of 12 prescribed hours of AAFP continuing medical education credit, and to commence with the three year re-election cycle beginning January 1, 1986.

CHAPTER XIII - Amendments:

Any five [5] or more members may propose Bylaws or amendments of Bylaws. Such proposals shall be submitted to the executive vice president or the secretary at least one hundred [100] days prior to any regular or special meeting of this organization, and notice shall be given by him to all members at least thirty [30] days prior to the meeting at which the proposals are to be voted upon. An affirmative vote of at least two-thirds [2/3] of the members present and voting shall constitute adoption. Amendments shall take effect immediately upon adoption unless otherwise specified.