Organization & Governing Documents

B. By-Laws of Virginia Section of AWWA

Adopted: March 5, 1951
Revised: May 3, 1965
Revised: October 16, 1985
Revised: October 24, 1991
Revised: October 19, 1994 & Approved by AWWA Board of Directors 1/22/95
Revised: October 20, 1999 & Approved by AWWA Board of Directors 1/22/00
Revised: September 29, 2005 & Approved by AWWA Board of Directors 2/12/06

Article 1:  Name

The name of this organization shall be The Virginia Section of the American Water Works Association, Inc., hereinafter referred to as the "Virginia Section." The American Water Works Association shall hereinafter be referred to as the "Association."

Article II:  Objectives

The primary objectives of the Virginia Section are to promote public health, safety, and welfare through the improvement of the quality and quantity of water delivered to the public and the development and furtherance of understanding of the problems relating thereto.

Article III:  Headquarters and Operation

3.1 The headquarters of the Virginia Section shall be at the office of the Section Administrator of the Virginia Section, unless otherwise designated by the Board of Trustees of the Virginia Section.

3.2 All matters pertaining to the operation of the Virginia Section shall be in accordance with the applicable provisions of Articles of Incorporation, By-Laws, and Governing Documents (as referred to in the By-Laws of the Association) of the Association.

Article IV:  Membership

4.1 The membership of the Virginia Section shall consist of those members of the Association residing in or having principal business activity in Virginia and those assigned to the Virginia Section by the Executive Director of the Association. They shall be classified under the same grade of membership as in the Association. If changes are made to the membership provisions of the Association's By-Laws and Governing Documents, then the members of the Virginia Section shall amend these By-Laws to refer to such provisions, as amended.

4.2 The geographic boundaries of the Virginia Section are defined as the Commonwealth of Virginia.

Article V:  Eligibility to Vote

All members of the Virginia Section ("Members") in good standing are eligible to vote, except those Members who are multi-section members whose primary section is not the Virginia Section, as determined by the Association.

Article VI:  Section Finances

6.1 Dues: Dues shall be assessed against Members as required for membership in the Association. The Virginia Section may, in accordance with the procedures defined in the Governing Documents and established guidelines of the Association, apply for permission to levy a section dues assessment. The section assessment would be levied annually at the time of membership renewal, and the revenue collected would be used to increase the funds available for section uses consistent with Association objectives and policies. Once approved, changes in section assessment can be authorized by a vote of the Board of Trustees of the Virginia Section for submission to and approval of the Association Board of Directors.

6.2 Fees: The Virginia Section reserves the right to collect fees for section activities and events, as appropriate (e.g., registration fees for annual meetings, teleconferences, and other educational programs). Such fees will be established in accordance with these By-Laws, the policies and procedures of the Virginia Section, and the Governing Documents and Bylaws of the Association.

6.3 Financial Controls: All Virginia Section finances shall be managed in accord with these By-Laws, the Virginia Section policies and procedures, the Bylaws and Governing Documents of the Association, and all applicable financial rules and regulations of the country and state in which the section operates. The Virginia Section shall conduct, on an annual basis, an independent audit of all section finances. The audit shall be conducted by a qualified financial advisor who is neither an employee nor a Member of the Virginia Section.

Article VII:  Section Governance

7.1 Authority and Purpose of the Board of Trustees

7.1.1 A board of directors to be known as the Board of Trustees (the Board) shall be the governing body of the Virginia Section and shall have the power to act for and in behalf of the Virginia Section between annual meetings. All questions coming before the Board shall be decided by a majority (a number greater than half) vote, and a majority (a number greater than half) of the Board shall constitute a quorum. The Board may exercise the above-described functions either in session at duly-called meetings, conference calls, or by letter or e-mail ballot when action is required between meetings.

7.1.2 The Governing Documents of the Association indicate that sections shall be autonomous entities and shall be entitled to govern the operation of the section so as to be consistent with the Articles of Incorporation, Bylaws, and Governing Documents of the Association. The Board assumes the primary responsibility of operating the Virginia Section.

7.2 Board Composition : The Board shall be composed of the following persons:

a)	The Chair
b)	The Chair-Elect
c)	The Secretary
d)	The Treasurer
e)	The Director, who shall be the Virginia Section's representative on the Association's Board of Directors
f)	The Past Chair, who shall be the last living Past Chair of the Virginia Section who is not holding another office listed in this article
g)	Four or more Trustees (as deemed necessary by the Board for proper functioning of the Virginia Section).

7.3 Eligibility to Serve on the Board and as Officers

7.3.1 Any Member that is eligible to vote, as defined in Article V, shall be eligible to be a member of the Board of Trustees.

7.3.2 Two (2) or more offices may not be held by the same individual.

7.3.3 Any Member that is eligible to vote, as defined in Article V, who has served at least two (2) years on the Virginia Section Board of Trustees shall be eligible for election as Chair-Elect.

7.4 Terms of Office for Trustees and Officers

7.4.1 The term of office for the Chair shall be one (1) year or until his or her successor takes office, beginning with the last day of the annual meeting at which he/she is elected and ending at the last official function on the next to last day of the next annual meeting or as delineated in Section 7.4.7. The Chair will automatically succeed to the Past Chair position for a term of one (1) year beginning with the last day of the annual meeting at which he/she completes his/her term as Chair and ending on the last official function on the next to last day of the next annual meeting, or as delineated in Section 7.4.7.

7.4.2 The term of office for the Chair-Elect shall be one (1) year, beginning with the last day of the annual meeting at which he/she is elected and ending at the last official function on the next to last day of the next annual meeting or as delineated in Section 7.4.7, or until his/her successor has been elected. The Chair-Elect will automatically succeed to the Chair position.

7.4.3 The term of office for the Director shall correspond to the term of a Director of the Association under its By-Laws and Governing Documents.

7.4.4 The term of office for each of the Trustees shall be two (2) years, beginning with the last day of the annual meeting at which he/she is elected and ending at the last official function on the next to last day of the second annual meeting following or as delineated in Section 7.4.7, or until his or her successor has been elected and qualified, except as provided in Sections 7.4.5 and 7.4.6 below.

7.4.5 The term of office for the Secretary shall be three (3) years, beginning with the last day of the annual meeting at which he/she is elected and ending at the last official function on the next to last day of the third annual meeting following, or until his/her successor has been elected.

7.4.6 The term of office for the Treasurer shall be three (3) years, beginning on January 1 of the year following the annual meeting at which the Treasurer is elected and ending on December 31 of the third year following, or until a successor is elected. The newly elected Treasurer shall serve as an Assistant Treasurer beginning with the last day of the annual meeting at which he/she is elected until January 1 of the following year.

7.4.7 If for any reason the annual meeting is held prior to September 1st in any year, the term of the Chair, the Past Chair, the Chair-Elect, and the Trustees (whose terms are ending), shall not end on the last official function of the annual meeting at which he/she completes his/her term, but be extended to September 30th of that year. The terms for the incoming Chair, the incoming Past Chair, the incoming Chair-Elect, and the Trustees (whose terms are beginning) shall not begin with the last day of the annual meeting at which he/she is elected, but be deferred to October 1st of that year.

7.4.8 A decrease in the number of Trustees on the Board may not shorten an incumbent Trustee's term of years.

7.5 Voting Rights: Each member of the Board shall have one (1) vote. Board members shall cast only their own votes (proxy votes are not allowed).

7.6 Vacancies on the Board

7.6.1 In the event any vacancy occurs on the Board, a special meeting of the Board shall be called as soon thereafter as may be practicable and a successor elected by the Board to fill the vacancy for the balance of the current term.

7.6.2 In the event of a vacancy in the office of Director, the Chair or Secretary shall notify the Executive Director of the Association of the name of the successor.

7.7 Nomination for Trustees and Officers

7.7.1 At least thirty (30) days prior to the opening session of the annual meeting, the Board shall appoint a Nominating Committee, which shall choose one (1) or more nominees for each Trustee's seat and office to be filled, except for the office of Director. The Nominating Committee shall make its report during the first business meeting of the annual meeting, having first ascertained the willingness of each nominee to serve if elected. The committee report shall be accepted without further action.

7.7.2 The candidate for Director shall be nominated by an ad hoc committee made up of the current Director and the two (2) most recent past Directors. The nominee's name shall then be provided to the Nominating Committee.

7.8 Election of Trustees and Officers

7.8.1 All Members in good standing are eligible to vote in an election of Trustees and officers, with the exception of multi-section members whose primary section is not the Virginia Section, as determined by the Association.

7.8.2 The presiding officer at the second business meeting of the annual meeting shall, after reading the report previously made by the Nominating Committee, call for further nominations from the floor for each office. Election of members of the Board shall be by voice vote if there is only one (1) nominee for each seat or office; however, if two (2) or more nominations have been made for any one seat or office, the elections shall be by written ballot or other method as determined by the presiding officer.

7.9 Duties of the Board and Officers

7.9.1 The Chair shall have general supervision over the affairs of the Virginia Section, and shall preside at all meetings of the Virginia Section and the Board at which he/she may be present.

7.9.2 The Chair-Elect shall perform the duties of the Chair in his/her absence, together with such duties as may be assigned by the Chair or the Board.

7.9.3 The Secretary shall, subject to the direction of the Board, be the executive administrator of the Virginia Section. He/she shall prepare the agenda for and attend all meetings of the Board, record and distribute the proceedings of such meetings, maintain records of the Virginia Section, present a report for each calendar year at the annual meeting, and perform such other duties as may be assigned by the Board. The Secretary shall also oversee the Section Administrator (a Virginia Section employee) and be responsible for his/her annual review. At the time of the review, the Secretary is also responsible for recommendation to the Board for any salary adjustments. The Section Administrator shall assist the Secretary as directed. If the Section has multiple employees, the Secretary is responsible for the annual review of each employee.

7.9.4 The Treasurer shall collect all revenues of the Virginia Section; pay all just bills against the Virginia Section; keep financial records and report at the annual meeting on all receipts, expenditures, and debts of the Virginia Section; maintain a complete record of all its activities and transactions; prepare and file all forms, correspondence, and returns required by the Internal Revenue Service; and perform other duties as may be assigned by the Board. The Section Administrator shall assist the Treasurer as directed.

7.9.5 The Director shall represent the Virginia Section on the Association Board of Directors and shall act to coordinate and unify their actions.

7.9.6  The Trustees' responsibilities include directing and coordinating the activities of the councils under their jurisdiction.

7.9.7 Each Trustee will be appointed by the Chair to be the chair of one of the councils of committees. The council chairs may be rotated at the Chair's discretion. The committees will be organized and grouped within the framework of the council structure in accordance with their respective objectives.

7.9.8 Each Trustee shall also serve on the Program Committee and, as such, assist in the development of a sound technical program for the Virginia Section's annual meeting.

Article VIII:  Committee of Members

The Board shall appoint the chair of each committee of the Virginia Section. The committee membership shall be recommended by such committee chair and appointed by the Chair, except for those committees whose membership is determined by election or special appointment as established by the Board. Each committee shall meet at such time and place as determined by its chair.

Article IX:  Meetings

9.1 The Board shall meet regularly at least once before the Annual Meeting of the Virginia Section, and at other times as the Chair may deem necessary.

9.2 All meetings of the Board shall be held at such place, within or without the Commonwealth of Virginia, as determined by the Chair.

9.3 The Virginia Section shall hold an Annual Meeting (i) at which technical papers are presented and water supply industry issues are discussed and (ii) at which officers and Trustees, as necessary, are elected.

9.4 The Chair or a majority of the Board may call a Special Meeting of the Virginia Section.

9.5 Notice of a meeting of the Virginia Section shall be given to the Members no less than ten (10) nor more than sixty (60) days before the date of the meeting, except that at least thirty (30) days' notice shall be given of a meeting at which the Members shall act on the amendment of the By-Laws. Notice of a regular meeting or of an Annual Meeting need not state the purpose(s) thereof, but a notice of a Special Meeting shall state the intended purpose.

Article X:  Amendments

10.1 Proposals for the amendment of these By-Laws may originate by a majority vote of the Board or may originate by the submission to the Secretary of a written petition signed by at least ten (10) Members. Upon an amendment being proposed in either of these two manners, the Secretary shall furnish each member a copy of the proposed amendment. The proposed amendment shall then be voted upon by the Members at the next annual meeting or may, at the discretion of the Board, be voted upon by letter ballot. All Members shall have at least thirty (30) days in which to consider the proposed amendment prior to a vote thereon. If the amendments are considered by the Virginia Section in an annual meeting, approval shall be upon the affirmative vote of two-thirds of the Members in good standing attending. If the amendments are considered by mail ballot, approval shall be upon the affirmative vote of two-thirds of the Members in good standing whose votes have been recorded by the Secretary.

10.2 Upon favorable action by the membership as to an amendment in the foregoing manner, the Secretary of the Virginia Section shall then submit same to the Executive Director of the Association for approval.

10.3 Notwithstanding the foregoing, the Association Board of Directors may require the Board to make corrections to the By-Laws of the Virginia Section deemed insubstantial (e.g. grammar, punctuation), and the Board shall have the power to do so; provided, however, that the Board may, in its discretion, condition making such correction on a majority vote of the Members approving same.

10.4 Amendment(s) shall become effective only after receiving notice from the Association that the amendment(s) have been approved by the Association Board of Directors.

Article XI:  Dissolution

Upon the dissolution of the Virginia Section or the winding up of its affairs, such portion of the funds or property held by the Virginia Section that are derived from the general funds of the Association shall be returned to the Association, and the balance of all of the funds or property of the Virginia Section shall be disposed of by transfer and distribution to any one or more corporations, funds, or foundations with similar purposes or goals to the Virginia Section's that is organized and operated in the Commonwealth of Virginia (a "receiving organization"). A receiving organization shall be required to have the following characteristics:

(i)	that it be operated exclusively for scientific or educational purposes;
(ii)	that no part of the net earnings of the receiving organization shall inure to the benefit of any private shareholder or individual;
(iii)	that no substantial part of the activities of the receiving organization constitutes the carrying on of propaganda or otherwise attempting to influence legislation;
(iv)	that it does not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office;
(v)	that it qualifies under the provisions of 501(c)(3) of the Code; and
(vi)	that any such receiving organization(s) shall be selected by vote of the majority of the members of the Virginia Section at a meeting called for this purpose. If for any reason such disposition cannot be effected, then the funds and property shall be distributed pursuant to an order, judgment or decree of a court having jurisdiction over the assets and property of the Virginia Section.

Article XII:  Indemnification

The Virginia Section shall provide indemnification to the maximum extent possible under the Virginia Nonstock Corporation Act to Eligible Persons (as defined in Section 6.01 of the Association By-Laws, substituting the "Virginia Section" therein for the "Association."