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SDACT Constitution

ARTICLE VI: DUTIES AND POWERS OF THE OFFICERS OF THE EXECUTIVE BOARD

1. It shall be the duty of the Executive Board to execute the policies determined by the Members or by the Executive Board, and the Executive Board shall have the sole power to do so unless specifically restricted in and by this constitution.

2. The Executive Board shall have the power to manage all the business and the affairs of this organization including, but not limited to the following:

(a) To sue and be sued, complain and defend, on behalf of and for the use of the organization.

(b) To employ and/or retain attorneys and counselors to advise the members, the Executive Board, the officers, and or the employees of the organization on all matters pertaining to the organization's business and/or affairs.

(c) To employ accountants, agents and/or other persons having skills and knowledge the Executive Board deems necessary in the conduct of the business and affairs of the organization.

(d) To fix the compensation paid the members of the Executive Board for services rendered to the organization.

(e) To adopt an official seal and other insignia and to use the same by causing it or them, or facsimiles thereof, to be impressed, affixed, or in any manner reproduced, and to alter same at their pleasure, and no other person(s) and/or body(s) may use or cause to be used such seal(s) and/or insignia, without the express written consent of the Executive Board.

(f) To purchase, take, receive, lease as leasee, take any gift, devise, or bequest, or otherwise acquire, and to own, hold, use, deal in or with, any real or personal property and/or any interest therein for and by the organization.

(g) To sell, convey, mortgage, pledge, lease as lessor, and otherwise dispose of all or any part of property and assets of the organization.

(h) To purchase, take, receive, or otherwise acquire, own, hold, vote, and use shares or other interests in, or obligations of corporations, associations, partnerships, or individuals; and to sell, mortgage, loan or pledge, or otherwise dispose of such shares, interests, or obligations on behalf of the organization.

(i) To make contracts and incur liabilities which the Board may deem appropriate to enable them to accomplish any or all of the purposes to borrow money for the organization at such rates of interest and terms and conditions as they may determine; to issue notes, bonds, and other obligations and to secure any of the organizations obligations by mortgage, pledge, or deed of trust of all or any of its property and income.

(j) To invest the funds of the organization from time to time in any real or personal property; and to take and hold real and personal property as security of funds so invested or loaned.

(k) To approve an annual budget which shall then constitute the Board's approval of expenditures of the type and amount contained therein, and to revise that budget as and when it deems such revisions necessary and/or proper.

(l) To do anything they deem necessary or appropriate to the exercise of the foregoing powers or any other power not specifically granted to and limited to any other body or officer in and by this Constitution.

3. The Executive Board shall have the power to interpret and enforce this Constitution and to make rules not in conflict with this Constitution. Such interpretations and rules shall be subject to appeal or modification by a majority vote taken at a general membership meeting.

4. The Executive Board shall appoint such committees as it deems necessary.

5. The Executive Board shall hold meetings as shall be designated by the resolution of the Executive Board, and may hold other meetings at such times and places as shall be determined by the President. Special meetings of the Executive Board shall be called within ten days of a request of any three (3) of its members submitted to the President or to the Executive Secretary.

6. A majority of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board. The action of a majority of the Board present at a meeting at which a quorum is present shall be the action of the Executive Board.

7. As to matters requiring action by the Executive Board, and when the Executive Board is not in formal session, the Executive Board may act by telegram, letter, or telephone. When action by the Executive Board is required, the President may obtain by telegraphing, writing, or telephoning to the members of the Executive Board and such members may take action on the matter brought to their attention in similar manner. Such action so taken by the majority vote of the members of the Executive Board shall constitute action of the Executive Board as though the Executive Board were in formal session.

8. If an officer misses two consecutive Executive Board meetings, and his or her absence is not excused by the Executive Board, his or her position may be declared vacant and a successor may be appointed subject to the provisions of Article V, Section 5.

9. The President shall be the chief executive of the organization. The President, or his/her designee, shall preside at all meetings of the members and of the Executive Board. The President shall serve as an exofficio member of any committee except the Nominations and Elections Committee.

10. The Vice-President shall assist the President in the performance of his/her duties. The Vice President shall in the absence of the President preside at meetings and perform the duties of the President. In the event of a vacancy in the office of President, the Vice-President shall succeed to the office for the unexpired term.

11. The Executive Secretary shall keep records and minutes of all meetings of members of the Executive Board and shall be responsible for the regular correspondence of the organization. The Executive Secretary shall be responsible for the safe keeping of all documents pertaining to the organization, its business and affairs, except financial records, and shall maintain the official list of association members.

12. The Treasurer shall be the chief financial officer of the organization and shall be responsible for all funds received or disbursed by the organization. He/she shall submit a financial report to the Executive Board at least quarterly. The Treasurer and any other authorized to sign checks shall be bonded by a licensed agency.

13. The Executive Board alone shall have the power to assign duties and areas of responsibility for each of the Board's members except as specifically provided in this Constitution.

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