1.2. Classes of Members. The Association shall have the following classes of members:

1. Retail Liquor Dealers - any member licensed as a retail dealer in distilled spirits under the provisions of SDCL Chapter 35-4;

2. Retail Malt Beverage/Wine Dealers - any member licensed as a retail dealer in malt beverages or wine under the provisions of SDCL Chapter 35 4; and

3.Associates - any member not licensed as a retail liquor dealer or retail malt beverage/wine dealer.

1.3. Membership Dues. The board of directors shall establish the membership dues for each class of members. Members holding an interest in more than one retail license in South Dakota shall be required to pay a fee for each additional license.

1.4. Voting Rights.

1.4.1 Voting Rights of All Members. Except as otherwise provided in subsection 1.4.2, all members shall be entitled to vote on any matter on which members of the Association shall, by law, or by the Certificate of Incorporation or bylaws of the Association, be entitled to vote, and each class of members shall vote thereon together as though one class. On each matter to be voted on by all classes of members voting together as one class, (i) each associate member shall have one vote and (ii) each retail dealer member shall have a number of votes equal to the number of licenses held by the member, provided that no member shall have more than three votes.

1.4.2 Voting Rights of Retail Liquor Dealer Members. Notwithstanding the foregoing provisions of subsection 1.4.1, in addition to any other approvals required by applicable provisions of law or any provision of the Certificate of Incorporation or bylaws of the Association, the following matters shall require the approval of retail liquor dealer members voting as a separate class:

(i) any amendment of the Certificate of Incorporation of the Association;

(ii) any amendment of the bylaws of the Association;

(iii) all such other matters as the board of directors, in its sole discretion, may determine shall require the approval of retail liquor dealer members voting as a separate class.

With respect to any matter as to which retail liquor dealer members are entitled to vote as a separate class, each retail liquor dealer member shall have a number of votes equal to the number of licenses held by the member, provided that no member shall have more than three votes.

1.5. Representation. A member may appoint any individual who is an officer or employee of the member to represent the member at meetings of the Association and to exercise the member's voting rights.

 

ARTICLE 2
Membership Meetings

2.1. Place of Meetings. Meetings of the members of the Association shall be held at the principal office of the Association or the licensed premises of any retail dealer member, unless all members entitled to vote agree to meet elsewhere.

2.2. Annual Meetings. The annual meeting of the members shall be held in the month of September of each year at the time and place prescribed by the board of directors. A failure to hold the annual meeting shall not impair the ability of the Association to act or transact business.

2.3. Special Meetings. Special meetings of the members may be called by the president or by the board of directors, and shall be called by the president upon the signed written request of ten percent or more of the members of the Association entitled to vote at the meeting. Only business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting of the members.

2.4. Action Without Meeting. Any action required or permitted to be taken at a meeting of the members, may be taken without a meeting if a consent, in writing, setting forth the action so taken is signed by all of the members who would have been entitled to vote on the action had a meeting been held.

2.5. Notice of Meetings. Written notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed to each member who is entitled to vote at the meeting not less than ten nor more than sixty days before the date of the meeting. A waiver of the notice of any meeting, in writing, signed by the person entitled to the notice, whether before, at, or after the time stated therein, shall be deemed equivalent of such notice. Attendance by a member, without objection to the notice, at a members' meeting shall constitute a waiver of notice of the meeting.

2.6. Membership Record Date. The date on which notice of the meeting is mailed shall be the record date for purposes of determining the members who are entitled to notice of or to vote at a meeting of members or an adjournment thereof.

2.7. Voting Lists. The officer or agent having charge of the membership books of the Association shall make, at least ten days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order with the address of, and the number of votes held by each member, which list, for the period between its compilation and the meeting for which it was compiled, shall be kept on file at the principal office of the Association and shall be subject to inspection by any member at any time during normal business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any member during the meeting. The original membership book shall be prima facie evidence of the members entitled to examine such list or membership books or to vote at any meeting of members.

2.8. Quorum and Voting. Members of the Association holding one-twentieth of the votes entitled to be cast on the matter to be voted upon represented in person shall constitute a quorum at a meeting of members. If less than a quorum is present at a meeting, a majority of the members present may adjourn the meeting from time to time (but not to exceed sixty days) without further notice. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally scheduled. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of members sufficient to leave less than a quorum. Unless a greater vote on a particular matter is required by law, by the Articles of Incorporation, or by these Bylaws, a majority vote of the members present and entitled to vote shall carry any action proposed or voted on at a members' meeting.

ARTICLE 3
Board of Directors

3.1. General Powers. The business and affairs of the Association shall be managed by or under the direction of its board of directors, except as otherwise provided by law or by the Articles of Incorporation.

3.2. Number, Tenure, and Qualifications. The number of directors of the Association shall be no less than three or more than sixty, the exact number to be determined in accordance with the provisions of section 3.3. Each director shall hold office for a term of one year and until his or her successor shall have been elected and qualified. Directors may serve more than one term. Directors shall be retail liquor dealer or retail malt beverage/wine dealer members of the Association.

3.3. Election of Directors by District.

3.2.1 Establishing Districts. The membership of the Association shall be divided into twelve districts based on geographical areas of the state for purposes of electing directors.

3.2.2 Nomination by Districts. Before the annual membership meeting, members in each district shall nominate a maximum of five members from their district to serve as directors, one of whom may be a retail malt beverage/wine dealer. Members present at the district meetings shall constitute a quorum. The members shall elect a chairman who shall preside during the meetings. The chairman shall submit the names of the nominees from the district to the secretary of the Association.

3.2.3 Election of Directors. At the annual membership meeting, the members shall elect the nominees from each district to serve as directors.

3.4. Regular Meetings. A meeting of the board of directors shall be held without notice other than this provision immediately after, and at the same place as, the annual meeting of members. The board of directors may provide, by resolution, the time and place for the holding of regular meetings without other notice than such resolution.

3.5. Special Meetings; Notice. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, wherever located, as the place for holding a special meeting of the board of directors called by them. Written notice stating the place, time, and purpose of a special meeting shall be delivered to each director either personally or by mail, facsimile transmission or e-mail. The notice shall be delivered at least two days prior to a special meeting, except that if the notice is mailed to a director, it shall be sent by first class U.S. mail, postage prepaid, at least four days prior to the special meeting. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.6. Action Without Meeting. Any action required or permitted to be taken at any meeting of the board of directors, or any committee thereof, may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the directors that would have been entitled to vote on the action had a meeting been held.

3.7. Meetings by Teleconference. Directors may participate in a meeting of the board of directors, or any committee thereof, by means of teleconference or similar communications device provided all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

3.8. Quorum. One-third of the directors in office shall constitute a quorum for the transaction of business at any meeting of the board of directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The directors present at a meeting may continue to transact business until adjournment notwithstanding the withdrawal of directors sufficient to leave less than a quorum.

3.9. Voting Requirements. Except as otherwise provided by law, in the Articles of Incorporation, or in these bylaws, a majority vote of the directors present at a meeting at which a quorum is present shall be required for an act or resolution under consideration to constitute an act or resolution of the board of directors.

3.10. Vacancies. Any vacancy occurring in the board of directors shall be filled by the president, subject to the approval of the remaining directors at their next meeting. A director appointed to fill a vacancy shall be appointed for the unexpired term of the director's predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting of members or at a special meeting of members called for that purpose. A director chosen to fill a vacancy resulting from an increase in the number of directors shall hold office until the director's successor shall have been elected and qualified.

3.11. Compensation. By resolution of the board of directors, the directors may be paid their expenses, if any, for attendance at any meeting of the board of directors.

3.12. Presumption of Assent. A director who is present at a meeting of the board of directors at which action on any matter is taken shall be presumed to have assented to the action taken unless the dissent of the director shall be entered in the minutes of the meeting or unless the director shall file a written dissent to such action before adjournment thereof or shall forward such dissent by registered mail to the secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of the action dissented to.

3.13. Removal of Directors. Directors may be removed, with or without cause, by a majority vote of the members entitled to vote on such matters. A director shall be entitled to receive notice of and a hearing on any proposal to remove the director.

ARTICLE 4
Officers

4.1. Number, Election and Tenure. The officers of the Association shall be a president, a vice president, a secretary, and a treasurer, each of whom shall be a director. Officers shall be elected by the board of directors for a term of two years. Officers may serve more than one term.

4.2. Removal. Any officer elected by the board of directors may be removed, with or without cause, by the board of directors whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.3. Vacancies. Whenever a vacancy shall occur in any office by reason of death, resignation, increase in number of offices of the Association, or otherwise, the vacancy shall be filled by the board of directors, and the officer so elected shall hold office as provided in Section 4.1 of these Bylaws.

4.4. President. The president shall, when present, preside at all meetings of the members and of the board of directors, and shall perform such other duties and exercise such other powers as from time to time may be assigned to the president by these Bylaws or by the board of directors.

4.5. Vice President. The vice president shall perform all duties incumbent upon the president during the absence or disability of the president, and shall perform such other duties as from time to time may be assigned to the vice president by these Bylaws or by the board of directors.

4.6. The Secretary. The secretary shall: (a) keep the minutes of the members' meetings and of the board of directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws as required by law; (c) be the custodian of the corporate records of the Association; (d) keep a register of the address of each member, which shall be furnished to the secretary by such shareholder; (e) have general charge of the membership books of the Association; and (f) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or the board of directors.

4.7. The Treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Association; (b) receive and give receipts for monies due and payable to the Association from any source whatsoever; (c) deposit all monies received in the name of the Association in the banks or other depositories as shall be selected in accordance with the provisions of Article 5 of these Bylaws; and (d) perform the duties as from time to time may be assigned to the treasurer by the president or the board of directors.

ARTICLE 5
Committees

5.1. Executive Committee. The board of directors, by resolution adopted by a majority of the directors in office, may establish an executive committee, which shall consist of the president, vice president, secretary and treasurer. Except as otherwise provided in such resolution, the executive committee may exercise all of the authority of the board of directors in the management of the Association. The president shall serve as chairperson of the executive committee.

5.2. Other Committees. Other committees not having the authority of the board of directors in the management of the Association may be established by a resolution adopted by a majority of the directors present at a Board meeting at which a quorum is present. Such committees shall consist of two or more directors appointed by the president. Committee members shall elect a chairperson.

5.3. Committee Meetings. Committees shall meet at the request of the chairperson or a majority of the members of the committee. A majority of the members of the committee shall constitute a quorum for the transaction of business at a committee meeting. A majority vote of the members present at a committee meeting at which a quorum is present shall be required for an act or resolution under consideration to constitute an act or resolution of the committee.

ARTICLE 6
Executive Secretary

The board of directors shall employ an executive secretary to manage the day-to-day affairs of the Association. The executive secretary shall have such powers and authority to act on behalf of the Association as the board of directors or the president may from time to time delegate to the executive secretary. The executive secretary shall be compensated for carrying out the duties of executive secretary in an amount determined by a resolution of the board of directors.

ARTICLE 7
Contracts, Loans, Checks and Deposits

7.1. Contracts. The board of directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific matters.

7.2. Loans. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. The board of directors shall have the power (a) to lend money in furtherance of any of the purposes of the Association; (b) to invest and reinvest the funds of the Association from time to time; and (c) to take and hold any property as security for the payment of funds so loaned or invested.

7.3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or agent of the Association and in such manner as shall from time to time be determined by a resolution of the board of directors.

7.4. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks or other depositories as the board of directors may by resolution select.

ARTICLE 8
Books and Records

The Association shall keep correct and complete books and records of account, minutes of the proceedings of the members and the board of directors and such other records as may be necessary or advisable, or required by law at the registered or principal office of the Association. Copies of the minutes of the meetings of the board of directors shall be regularly distributed to each director.

ARTICLE 9
Fiscal Year

The fiscal year of the Association shall be the calendar year, provided that if a different fiscal year is at any time selected for any lawful corporate purposes the fiscal year shall be the year so selected.

ARTICLE 10
Indemnification and Liability Insurance

10.1. Indemnification. The Association shall indemnify any person who is or has been a director or officer of the Association and such persons' heirs and legal representatives whenever such person is a party or is threatened with being made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Association, by reason of the fact that such person is or was a director or officer of the Association, or is or was serving at the request of the Association in any capacity for any other business organization, against expenses including attorney's fees, judgment, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

10.2. Liability Insurance. The Association may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director or officer of the Association or is or was serving at the request of the Association in any capacity for any other business organization, insuring the Association and such person against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Article or applicable law.

ARTICLE 11
Amendments

These Bylaws may be amended or repealed, and new bylaws may be adopted, by a majority vote of the members entitled to vote thereon at any annual or special meeting or by a majority vote of the board of directors at any regular or special meeting, except that the members in amending or repealing a particular bylaw may provide that the board of directors may not amend or repeal that bylaw.

CERTIFICATE

I, __________________________, Secretary of the Association, certify that these Bylaws were adopted at a meeting of the Members on the _____ day of _________________, 2005.

_________________________________
Secretary