BY‑LAWS OF SOUTH DAKOTA REHABACTION, INC.
ARTICLE I
Section 1. The name of this Corporation shall be South Dakota RehabACTion, Inc.
Section 2. The office of the Corporation shall be located at South Dakota Division of Rehabilitation Services, Hillsview Plaza, c/o 500 East Capitol Avenue, Pierre, South Dakota, 57501.
ARTICLE II
Members' Meeting
Section 1. The annual meeting of the members shall be held at a date and time determined by the Board of Directors. At such meeting, the members shall elect officers and directors to serve until their successors shall be elected and qualified.
Section 2. A special meeting of the members to be held at the office of the Corporation may be called at any time by the President, and in his or her absence, by the Vice President or by the Directors.
Section 3. Notice of the time and place of all annual and special meetings shall be either delivered personally or mailed by the Secretary to each member at least ten days and no more than fifty days before the date thereof.
Section 4. The President, or in his/her absence, a Vice President, shall preside at all such meetings.
Section 5. At every such members' meeting, those who are members in good standing as of the date and time of such meeting shall be entitled to cast one vote.
Section 6. A quorum for the transaction of business at any such meeting shall be 20 members in good standing as of the date and time of said meeting.
ARTICLE III
Directors
Section 1. The business and property of the Corporation shall be managed by a Board of seven directors.
Section 2. The Board of Directors shall consist of the president, vice-president, past president, secretary and treasurer, who shall be members of the Board of Directors ex officio, one director at large employed by the public vocational rehabilitation program and one director at large employed by a rehabilitation provider. Vice-president, secretary and the two directors at large shall be elected annually by the members at the annual meeting and shall hold office for one year or until their successors are duly elected and qualified. The vice-president will assume the position of the president after one year and shall hold the office of the president for one year. The treasurer shall be elected triannually by the members at the annual meeting and shall hold the office for three years or until their successor is duly elected and qualified. The treasurer will be a representative of the State Office of the public vocational rehabilitation program.
Section 3. The regular meeting of the Directors shall be held at such time and place as may be fixed by the Board of Directors by resolution or motion.
Section 4. Special meetings of the Board of Directors to be held in the Office of the Corporation may be called by the President and in his/her absence by a Vice President, or by any two members of the Board.
Section 5. Notice of all regular and special meetings may be given either by mail or orally to the said Directors at any time previous to the time fixed for the meeting.
Section 6. A quorum for the transaction of business at any regular or special meeting of the Directors shall consist of four members of the Board, but less than a majority of those present at any regular or special meeting shall have the power to adjourn the meeting to a future time.
Section 7. An officer may be removed at any time for cause by a majority vote of the full Board of Directors.
Section 8. Vacancies in the Board of Directors may be filled for the unexpired terms by the remaining Directors at any regular or special Directors' meeting.
ARTICLE IV
Board Meetings
The Board of Directors shall meet for the transaction of business as soon as practicable after the adjournment of the annual meeting of the members, and other regular meetings of the Board of Directors shall be held at such times as the Board may determine. Special meetings of the Board of Directors may be called by the President and any two of the directors on three days’ notice to each director, personally or by mail, fax, e-mail, or wire. Meetings of the Board of Directors may be held without notice when all of the directors are present or assent thereto in writing. Members of the Board of Directors or any committee designated thereby may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. On any question, the names of those voting each way shall be entered on the record of the proceeding if any member at the time requests it. The Board of Directors shall in all cases act as a Board, regularly convened, and in the transaction of business, the act of a majority present at a meeting, except as otherwise provided by law, shall be the act of the Board, provided a quorum is present.
ARTICLE V
Waiver of Notice
Section 1. Whenever any notice whatsoever is required to be given by these By‑Laws, or the Articles of Incorporation of this Corporation, or any of the Corporation laws of the State of South Dakota, a waiver thereof in writing, signed by the person or the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
Officers
Section 1. The officers of this Corporation shall be a President, the recent past president, a Vice President, a Secretary and a Treasurer. Each officer shall be an ex officio member of the Board of Directors of the Corporation.
Section 2. The President shall preside at all Directors' and Members' meetings, shall have general supervision over the affairs of the Corporation and over the other officers. The President shall appoint members to such committees as are created or authorized by the Board of Directors. The President shall sign all written contracts and other instruments of the Corporation and shall perform all such other duties as are incident to the President’s office. In case of the absence or disability of the President, his or her duties shall be performed by the Vice President.
Section 3. In the absence of the President, or in the event of his or her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all powers of, and be subject to, all the restrictions upon the President. The Vice president will assume the position of the president the following year.
Section 4. The Secretary shall issue the notices of all Directors' and Members' meetings and shall attend and keep the minutes of the same, shall have charge of all corporate books, records, and papers, shall be custodian of the corporate seal, shall attest with his or her signature, and impress with the corporate seal all written contracts of the Corporation and shall perform all such other duties as are incident to his or her office.
Section 5. The Treasurer shall have custody of all money and securities of the Corporation. He or she shall maintain the articles of incorporation, tax records, and other legal documents of the organization. He or she shall keep regular books of account and shall submit them, together with all his or her vouchers, receipts, records and other papers to the Directors for their examination and approval as often as they may require and shall perform all such other duties as are incident to his or her office.
Section 6. The Past President will assist the president with the transition in their role as being president and shall perform all other duties designated by the Board and/or President.
ARTICLE VII
Compensation
Section 1. The Directors of the Corporation, in their capacity as Directors, shall serve without compensation, except that they may be reimbursed upon a majority vote of the Board for their reasonable expenses incurred in attending regular or special meetings of the Board, and in their discharge of duties pursuant thereto.
Section 2. The compensation for such other employees of the Corporation shall be prescribed by the President, subject to the approval of the Board of Directors.
ARTICLE VIII
Membership
Only those persons who are members in good standing of American RehabACTion, Inc., or its successor in interest, and who have paid dues as established by the Board of Directors shall be eligible for membership in the Corporation.
ARTICLE IX
Exempt Activities
Not withstanding any other provision of these By-Laws, no director, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of this Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c) of the Internal Revenue Code and the implementing regulations as may now exist or may hereafter be amended.
ARTICLE X
Amendments
Section 1. These By-Laws may be altered, amended or repealed, and new By-Laws may be adopted only by a majority vote of the members at any regular or special meeting of the members duly called for that purpose.
Adopted this 8th day of March, 2004.
Signed on the 15th day of March, 2004.
_______________________________
Linda Lockner - Secretary
State of South Dakota )
)ss
County of Pennington )
On this the 8th day of March, 2004, before me personally appeared Linda Lockner, known to me to be the person who is described in, and who executed the within instrument and acknowledged to me that she executed the same.
_______________________________
Notary Public
(SEAL) My Commission Expires:
ARTICLES OF INCORPORATION
Executed by the undersigned for the purpose of forming a South Dakota Corporation under SDCL 47-22 South Dakota Non-Profit Corporation Act.
ARTICLE I
The name of the corporation is South Dakota RehabACTion, Inc.
ARTICLE II
The period of existence is perpetual.
ARTICLE III
The purposes for which the corporation is organized:
A. The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distribution to organizations that qualify as exempt organizations under § 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code; and more specifically, for the following purposes:
1) To educate the general public, particularly in the State of South Dakota, in regard to the ability of persons with disabilities to be productive working members of society.
2) In furtherance of the primary purpose stated above, to educate and provide technical assistance to the general public on the value of those rehabilitation programs established and funded under the Rehabilitation Act of 1973 or similar legislation designed to assist persons with disabilities and the Social Security Disability program.
3) To publish a periodic newsletter describing the status and background of policies which directly affect the public rehabilitation and related programs that serve persons with disabilities.
4) To promote, encourage and foster charitable, educational or scientific activity having purposes consonant with those of the Corporation.
5) To accept, hold, invest, reinvest and administer any gifts, legacies, bequests, devices, funds and property of any sort or nature, and to use, expend or donate the income or principal thereof for, and to devote the same to, the foregoing purposes of the Corporation.
6) To do any and all lawful acts and things which may be necessary, useful, suitable, or proper for the furtherance of the purposes of the Corporation.
B. For any other uses contemplated under the South Dakota Non-Profit Corporation Act and all powers given to non-profit corporations by SDCL Ch. 47-22, 47-23 and amendments thereto.
ARTICLE IV
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, other private individuals, or organizations organized and operating for profit except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as hereinabove stated.
ARTICLE V
Notwithstanding any other provision herein, the Corporation and its affiliates shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under § 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law.
ARTICLE VI
No substantial part of the activities of this Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and it shall not participate in or intervene in any political campaign on behalf of any candidates for public office, including the publishing or distribution of statements.
ARTICLE VII
The Corporation will have members.
ARTICLE VIII
Only those persons who are members in good standing of American RehabACTion, Inc. and who have paid dues for membership in South Dakota RehabACTion, Inc., as established from time to time by the board of directors, may be members of this Corporation. All dues-paying members shall have the right to vote.
ARTICLE IX
The board of directors shall consist of the officers of the Corporation and a director at large. The officers and director at large shall be elected by the membership at the annual meeting.
ARTICLE X
Upon the dissolution of the Corporation or the winding up of its affairs, the Board of Directors shall, after paying or making provision for the payment of all of its liabilities, distribute any assets remaining for charitable or educational purposes to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue Code.
ARTICLE XI
The corporation may indemnify any employee, officer, director or agent of the corporation, or any volunteer who is serving on behalf of the corporation, pursuant to SDCL 47-22-65.1, 65.2, 65.3, 65.4, 65.5, 65.6, 65.7, and 65.8 or amendments thereto. No director, trustee or officer, or volunteer shall be liable for acts which are not caused by willful or wanton misconduct by the individual, all pursuant to SDCL 47-23-2.1 and 2.9.
ARTICLE XII
The street address of its initial registered office is Hillsview Plaza, 3800 East Highway 34, Pierre, South Dakota, 57501 and the name of its initial agent at such address is Bernie Grimme.
ARTICLE XIII
The number of directors constituting the initial board of directors is five, and the names and addresses of the persons who are to serve as the initial board of directors until the first annual meeting of the membership are set forth below:
Kim Crossan
c/o Division of Rehabilitation Services
315 S. Wilson
Aberdeen, SD 57401-5055
Bernie Grimme
c/o Division of Rehabilitation Services
Hillsview Plaza
c/o 500 East Capitol
Pierre, SD 57501
Cindy Stewart
c/o Division of Rehabilitation Services
817 W. Russell, Suite 102
Sioux Falls, SD 57104
Jerry Raabe
c/o Division of Rehabilitation Services
1310 Main Avenue, S. Suite 102
Brookings, SD 57006
Gaye Mattke
c/o Division of Service to the Blind and Visually Impaired
Hillsview Plaza
c/o 500 East Capitol
Pierre, SD 57501
ARTICLE XIV
The name and address of the incorporators:
Bernie Grimme
c/o Division of Rehabilitation Services
Hillsview Plaza
c/o 500 East Capitol
Pierre, SD 57501
Kim Crossan
c/o Division of Rehabilitation Services
315 S. Wilson
Aberdeen, SD 57401-5055
Cindy Stewart
c/o Division of Rehabilitation Services
817 W. Russell, Suite 102
Sioux Falls, SD 57104
Jerry Raabe
c/o Division of Rehabilitation Services
1310 Main Avenue, S. Suite 102
Brookings, SD 57006
Gaye Mattke
c/o Division of Service to the Blind and Visually Impaired
Hillsview Plaza
c/o 500 East Capitol
Pierre, SD 57501
ARTICLE XV
These articles may be amended in the manner authorized by law at the time of amendment.
Executed on the _____ day of ____________, 2001.
Signature of Incorporators:
______________________________
Bernie Grimme
______________________________
Kim Crossan
______________________________
Cindy Stewart
______________________________
Jerry Raabe
______________________________
Gaye Mattke
State of South Dakota )
)ss
County of Hughes )
On this the _____ day of ____________, 2001, before me personally appeared Bernie Grimme, known to me to be the person who is described in, and who executed the within instrument and acknowledged to me that he executed the same.
_______________________________
Notary Public
(SEAL) My Commission Expires:
State of South Dakota )
)ss
County of Hughes )
On this the _____ day of ____________, 2001, before me personally appeared Kim Crossan, known to me to be the person who is described in, and who executed the within instrument and acknowledged to me that she executed the same.
_______________________________
Notary Public
(SEAL) My Commission Expires:
State of South Dakota )
)ss
County of Hughes )
On this the _____ day of ____________, 2001, before me personally appeared Cindy Stewart, known to me to be the person who is described in, and who executed the within instrument and acknowledged to me that she executed the same.
_______________________________
Notary Public
(SEAL) My Commission Expires:
State of South Dakota )
)ss
County of Hughes )
On this the _____ day of ____________, 2001, before me personally appeared Jerry Raabe, known to me to be the person who is described in, and who executed the within instrument and acknowledged to me that he executed the same.
_______________________________
Notary Public
(SEAL) My Commission Expires:
State of South Dakota )
)ss
County of Hughes )
On this the _____ day of ____________, 2001, before me personally appeared Gaye Mattke, known to me to be the person who is described in, and who executed the within instrument and acknowledged to me that she executed the same.
_______________________________
Notary Public
(SEAL) My Commission Expires:
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* CONSENT OF APPOINTMENT BY THE REGISTERED AGENT *
* *
* I, Bernie Grimme, hereby give my consent to serve as the *
* registered agent for South Dakota RehabACTion, Inc. *
* *
* *
* Dated __________ _____, 2001 ________________________ *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
