Chairman of the Board - Allen Nord, MD

Secretary/Treasurer- E. Paul Amundson, MD

Office Secretary -Carletta Hauck

Article 2, Section 1. Voting Members

The voting members of the Corporation shall be six persons who from time to time are members of the Board of Directors of the South Dakota Academy of Family Physicians, and three members who are full time faculty members of South Dakota Family Practice Residencies. The Program Director of each residency in the state must be a member of the board. Any persons who cease to be a member of the South Dakota Academy of Family Physicians, or full time faculty member of a South Dakota Family Practice Residency shall cease to be a voting member of this Corporation. Each voting member shall be entitled to one vote on each matter submitted to a vote of the voting members. Voting membership in this Corporation is not transferable or assignable.

Article 3, Section 2. Number Tenure and Qualifications.

The number of directors shall be nine. The term of office shall be for three [3] years for Residency representatives and two [2] years for Academy representatives. Consecutive terms may be served. Terms shall begin at the conclusion of the annual meeting at which their election took place and expire when their successors shall have been elected and qualified.

Article 3, Section 4. Vacancies.

Any vacancy occurring on the Board of Directors shall be filled by the members from persons eligible as described in Article I, Section 1. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. The director elected to fill the vacancy shall then be eligible for consecutive terms.

Article 5, Section 1. Officers.

The officers of the Foundation shall be a Chairman of the Board, a President, an Executive Vice President, a Secretary/Treasurer, and such other officers as the Board of Directors may from time to time designate. Officers shall be elected annually by the Board of Directors to serve until their respective successors are chosen and have qualified. Such officers must be duly elected members of the Board of Directors, except as otherwise provided in this article.

Article 5, Section 2. Chairman of the Board.

The Chairman of the Board shall preside at all meetings of the Board of Directors, and shall, subject to the approval of the Board, make appointments to committees of the Board. The Chairman shall perform such other duties as from time to time may be assigned to him by the Board.

Article 5, Section 3. President.

The President shall be the Chief Executive Officer of the Foundation and shall have general supervision of the business of the Corporation, and over its several employees, subject, however, to the control of the Board. In the absence of the Chairman of the Board, the President shall preside at all meetings of the Corporation and of the Board. In general, the President shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board or any committee thereunto authorized.

Article 5, Section 4. Executive Vice President.

The Executive Vice President shall be appointed upon terms and stipend fixed by the Directors. The Executive Vice President shall, under the direction of the Directors function as the Chief Operating Officer and perform such duties as the title of the office ordinarily connotes and such duties as may be assigned by the Directors. He shall not be entitled to vote unless also a duly elected officer such as described in Article V, Section 1. The Chief Operating Officer shall be bonded in an amount fixed by the Directors, at the discretion and expense of the Foundation.

Article 5, Section 5. Secretary/Treasurer.

The Secretary/Treasurer shall:

[a] Keep the minutes of all meetings of the Corporation and of the Board and books to be kept for such purpose;

[b] See that all notices are duly given in accordance with these Bylaws or as required by law;

[c] Render a statement of the condition of the finances of the Corporation at all regular meetings of the Board and a full financial report at the annual meeting of the Corporation;

[d] Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever and subject to the direction of the Board or any committee thereunto authorized, pay out and supervise the disbursement of monies of the Corporation;

[e] In general, perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the President or by the Board. The same person may serve as Secretary and Treasurer.

Article 5, Section 8. Assistant Secretary/Treasurer.

At the request of the Secretary/Treasurer, or in his absence or disability, an Assistant Treasurer appointed by the President, subject to the approval of the Board, shall perform all of the duties of the Treasurer, and when so acting, shall have all of the powers of the treasurer. Each Assistant Treasurer shall perform such other duties as from time to time may be assigned to him by the President or the Treasurer or by the Board.

Article 5, Section 9. Additional Powers of Officers.

Any officer of the Corporation, in addition to the powers conferred upon him by the Bylaws, shall have such additional powers and shall perform such additional duties as may be prescribed by the Board of Directors.