South Dakota Florist Association

As of September 2009

Article I
Name
Section 1. The name of this association shall be “The South Dakota Florist’s Association”, SDFA.

Article II
Objectives
Section 1. The objectives of this association are to promote and encourage the exchange between members of ideas, principles, policies and methods of conduction the floral business; to promote the good feeling and honest dealing with other florists and the public and to generally further the floral industry.

Article III
Office & Location
Section 1. The temporary legal and business headquarters shall be located at 303 West Kemp Avenue, Watertown, South Dakota 57201.

Article IV
Members

Section 1. Membership in the association shall be derived from three (3) categories which are:
1. Retail Florist
2. Wholesale Florist & Suppliers
3. Growers
These shall consist of four (4) classes:
1. Active
2. Associate
3. Sustaining
4. Honorary

Section 2. Active membership shall be limited to firms, corporations or individuals of good reputations who are actively engaged in the floral business.
A. Proprietor or Sole Proprietor: Firm owned by one person only.
B. Partnership: Two or more owners engaged in floral business within the same organization.
C. Corporation: Stockholders of corporation actively engaged in the floral business.
D. Individual: An individual who has been employed by an active member’s shop for a total of twelve consecutive months and remains employed by an active member’s shop.
Active members shall be entitled to vote and hold office.

Section 3. Associate membership shall be confined to individuals, firms, corporations, or employees of active members of good reputation engaged in business kindred to the floral industry subject to the approval of the board of directors. Associate member shall be eligible to vote and hold office.

Section 4. Sustaining membership shall be confined to individuals who have retired from active participation in the industry and shall be eligible for membership by continuations of dues. Sustaining members shall be eligible to vote but not hold office.

Section 5. Honorary membership shall be appointed by the board of directors. Honorary members shall neither be entitled to vote or hold office.

Section 6. Membership shall not be transferable.

Article V
Officers
Section 1. The officers of the association shall be President, Vice-President, Secretary and Treasurer.

Section 2. The President shall be a member in good standing who has served in the office of Vice-President.

Section 3. The Vice-President shall be a member in good standing who has served on the board of directors a minimum of two years.

Section 4. The Secretary shall be a member in good standing who has served on the board of directors a minimum of two years.

Section 5. The Treasurer shall be a member in good standing who has served on the board of directors a minimum of two years.

Article VI
Duties of Officers
Section 1. The president shall preside at all meetings of the members and the board of directors. He/She shall be charged with all the duties of carrying into effect all orders and resolutions, and shall have such powers and duties as are incident to the office of the president. The president shall be an ex-officio member of all committees, but shall note only when there is a tie vote. The president shall appoint, with the concurrence of the board, such committees as in his/her judgment are necessary of the proper conduct of the affairs of the association.

Section 2. The vice-president shall be charged with the duties of carrying into effect all orders and resolutions as directed by the president. In the event of a vacancy in the office of president, the vice-president shall assume the office of the president. In the absence of the present the vice-president shall preside at any scheduled meeting and shall assume the duties of the president.

Section 3. The secretary shall keep all records of the meetings of the association and the board of directors; shall perform all duties usually pertaining to the office of secretary, and such other duties as are determined by the board of directors.

Section 4. The treasurer shall be the chief financial officer of the association, shall deposit the funds of the association in such banks as the board of directors shall designate; shall disperse funds in such a manner and form as prescribed by the board of directors; shall perform all duties as are determined by the board of directors.

Section 5. The treasurer shall give bond to the association in such amounts as the board of directors may determine for the faithful performance of his/her duties, and responsible likewise for the accounting of all funds of the associations which shall come into his/her possession, custody and control. Said bond shall be paid from the funds of the association.

Article VII
Board of Directors
Section 1. The property and assets of the association shall be vested in and under the control of the board of directors, which shall consist of:
A. The president
B. The vice-president
C. The secretary
D. The treasurer
E. The immediate past-president
F. Nine directors, two each from the several division of the state: namely, East, Central, and West South Dakota, two wholesalers or suppliers, and one from members residing outside of the state.

Section 2. All Officers and Directors shall serve their term until their successors are duly elected and installed.

Section 3. Two successive absences of any director form the regular or called meeting, without adequate excuse, may result in his/her removal as a director, at the discretion of the Board of Directors.

Section 4. It shall be the duty of the Board of Directors and it is empowered in addition to the power inherent therein under the laws of the state of South Dakota.
A. To conduct the affairs of the association toward its best interests in accordance with their sound judgement;
B. To acquire and dispose of such equipment and supplies as may be necessary for the conduct of its business;
C. To invest funds in the name for the association;
D. To borrow money and pledge the credit of the associations therefore;
E. To employ necessary agents and officers and fix their compensation;
F. To do acts and things note inconsistent with the constitution and by-laws;
G. To discipline, suspend or expel members guilty of violating any part of the constitution or by-law or rules and regulations governing members.

Section 5. A majority of the members of the Board of Directors shall constitute a quorum of the transaction of business.

Section 6. The president may call a meeting of the Board of Directors at any time and must call a meeting at the request in writing of five (5) directors. At least ten (10) days notice of any meeting must be given each director.

Section 7. Any vacancy existing in the Board of Directors among the Directors shall be a member from the same division of the state or position as the directors in which the vacancies occurred and for the remainder of the unexpired terms to which the vacant directorship(s) was elected. Other vacancies, except past presidents, in the Board of Directors shall be filled by an election held in the Board of Directors for the unexpired term.

Section 8. Term limits for Board of Directors shall be two years.

Section 9. Term limits for Officers shall be two years. Term limits for Board of Directors and Officers shall be specific to the Board of Directors and Officers.

Section 10. Terms of Board of Directors and Officers shall serve from annual meeting to annual meeting.

Article VII
Membership
Section 1. Application for membership shall be made to the secretary. If the secretary deems it necessary, he/she will refer said application to the Board of Directors for approval or disapproval. The Board of Directors decision shall be final.

Article IX
Membership Dues
Section 1. Annual dues shall be thirty dollars ($30.00).

Section 2. Annual dues shall cover membership from June 1 through May 31. These are due and payable by March 1. Board of Directors will call members who’s dues are not paid to remind them they cannot attend meetings until dues are paid in full.

Section 3. The treasurer shall send each member a membership directory of all members in good standing.

Article X
Meetings
Section 1. The association shall hold an annual members’ meeting.

Section 2. The time and place of said meeting shall be fixed by the Board of Directors at its annual meeting for the year following.

Section 3. The Board of Directors, at any regular of special meetings thereof, upon a two-thirds vote of the directors present, may call a special meeting of the members and thereupon notice stating the time, place and purpose of such meeting shall be sent by mail to each member. Only the business specified shall be transacted. Upon the written petition of 10% of the active members specifying the purpose therefore, the board must call a special meeting of the members.

Section 4. An active, associate and sustaining member whose obligations to the association are paid and who is in good standing be entitled to one vote.

Section 5. A Quorum shall be constituted by fifteen (15) active, associate and sustaining voting members’ meeting or specially called members’ meeting.

Section 6. Robert’s Rules of Order, last edition shall be recognized as the authority governing the meeting of the membership, the Board of Directors, or committees, when not in conflict with the constitution or by-laws.

Section 7. Only active, associate, sustaining and honorary members, their families and employees and invited guests of the board of directors shall be allowed to attend any of the meetings of the association.

Article XI
Elections
Section 1. The vice-president shall succeed to the office of the president.

Section 2. The elections of vice-president, secretary, treasurer and four (4) directors shall take place by mail ballot prior to the annual meeting.

Section 3. At least ninety (90) days prior to the annual meeting nomination ballots shall be mailed to the members. Upon receipt of the nomination forms the secretary shall prepare and mail voting ballots comprised of the two members receiving the highest number of nominations in each elective position. The member receiving the highest number of votes shall be declared elected. In the event of a tie in an election for all elective offices, a subsequent ballot shall be mailed, but only those candidates who are tied for a particular office shall be considered at such election. In the event of a second tie vote, the nominees may agree to a determinations by drawing lots.

Section 4. Any person connected with an active member as an employee or employer bearing the active member’s written notarized proxy may represent that active member for the purpose of voting.

Article XII
By-Laws
Section 1. By-laws may be adopted by a majority vote of the active, associate and sustaining members at any annual meeting or at a special members’ meeting call for that purpose.

Section 2. By-laws may be suspended at any annual membership meeting by a majority vote of the members present.

Section 3. By-laws may be amended at any annual membership meeting by a majority vote, provided that a written notice of the proposed amendment shall have been given fifteen (15) days prior to the annual membership meeting to the members.

Article XIII
Objective of Members
Section 1. The members of this association shall promote and encourage the exchange between members of ideas, principles, policies and methods of conducting the floral business; and promote good feelings and honest dealings with other florists and the public and to generally further the floral industry.

First Amendment to the Constitution
March 1999
Starting in the 2000-2001 year all officers of the Association shall be elected to a two year term. They shall serve from Annual Meeting through two Annual Meetings.

Second Amendment to the Constitution
April 2005
Membership Dues
Section 1. Annual dues shall be thirty dollars ($30.00).

Third Amendment to the Constitution
March 2008
Membership Dues
Section 2. Annual dues shall cover membership from June 1 through May 31.