Proposed VA AWWA Bylaw Changes
The Virginia Section Board of Trustees is putting forth the following revised Bylaws for membership vote at the upcoming Business Meeting to be held September 13, 2017, in conjunction with the annual conference held in Hampton, VA. Please review the VA AWWA Bylaws below and plan to attend the 2nd Business Meeting to cast your vote.
2nd Business Meeting and Section Forum
Wednesday, September 13, 2017
10:00 - 11:00 AM
HRCC Room 104 - 105
Background/Summary of Changes:
At AWWA’s request, all sections are being asked to adopt a standard template for their section bylaws. The language used in these standard Section bylaws has been drafted to ensure consistency with the requirements of AWWA’s Articles of Incorporation, Bylaws, Board Policy Manual and the Affiliation Agreement (together, the “AWWA Documents”).
In compliance with this request, the VA AWWA Board of Trustees reviewed and concurred that the proposed changes to the VA AWWA Bylaws are mainly formatting, with only minor language changes to ensure consistency with AWWA’s standard template.
At this same time, the VA AWWA Board of Trustees agreed to remove a specific start date for board officers and trustees, providing flexibility in the future. (Article 7.4.1).
If you wish to receive a full-marked up version of changes, they are available, upon request, from the VA AWWA Executive Manager. Please email Geneva.firstname.lastname@example.org to request a copy.
Bylaws of the Virginia Section of the American Water Works Association
Pending Revision: September 13, 2017
Article I: Name
1.1 The name of this organization shall be The Virginia Section of the American Water Works Association, Inc. (Virginia Section)." The American Water Works Association shall be referred to as “AWWA” or the "Association."
Article 2: Objectives
2.1 The 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 of understanding of the problems relating thereto by:
- advancing the knowledge of the design, construction, operation, water treatment, and management of water utilities and developing standards for procedures, equipment, and materials used by public water supply systems;
- advancing the knowledge of the problems involved in the development of resources, production and distribution of safe and adequate water supplies;
- educating the public on the problems of water supply and promoting a spirit of cooperation between consumers and suppliers in solving these problems; and
- conducting research to determine the causes of problems of providing a safe and adequate water supply and proposing solutions in order to improve the quality and quantity of the water supply provided to the public.
Article 3: Headquarters and Operation
3.1 The headquarters of the Virginia Section shall be at the office of the Executive Manager of the Virginia Section, unless otherwise designated by the Board of Trustees of the Virginia Section.
3.2 These bylaws and all other matters pertaining to the operation of the Virginia Section shall be construed to be consistent with the Articles of Incorporation, Bylaws, and Board Policy Manual of the American Water Works Association and the Affiliation Agreement entered into between the Virginia Section and the Association (collectively, the “AWWA Documents”). In the event of any conflict between these bylaws or the policies and procedures of the Virginia Section and the AWWA Documents, the AWWA Documents shall control.
Article 4: Membership
4.1 The membership of the Virginia Section shall consist of those members of the American Water Works Association in good standing who reside in or have principal business activity in Virginia, including Members with primary membership in another Section (multi-section members) and those assigned to the Virginia Section by the Chief Executive Officer of the American Water Works Association (hereinafter, “Members”).
4.2 The geographic boundaries of the Virginia Section are defined as the Commonwealth of Virginia.
Article 5: Eligibility to Vote
5.1 All Members of the Virginia Section ("Members") in good standing, including multi-section members, are eligible to vote. Each Member shall have one vote.
5.2 Occasions where a vote of the membership is required include: the election of Section officers and/or other members of the Board of Trustees as described herein; approval of a proposed amendment of these bylaws; approval of a special dues assessment of the Section membership; or in any other event for which the Board of Trustees, by resolution, requires a vote of the Section membership.
5.3 Except as otherwise specified in these bylaws, the required vote to approve any matter put before the Members shall be a majority of the Members in good standing on the date of the vote, provided, however, that the Board of Trustees may resolve, in its discretion, to require only the vote of a majority of the Members present, at a meeting of which written notice was delivered to all such Members at least ten (10) days before the date of the meeting (a “Fully Noticed Meeting”).
5.4 The vote necessary for the Members to elect one or more trustees to the Board of Trustees is set forth in Section 7.8 of these bylaws.
5.5 Members may, to the extent permitted by law, act without a meeting by means of a written consent to action signed by a majority of the Members in good standing on the date of the action.
Article 6: Section Finances
6.1 Dues shall be assessed against Members as required for membership in AWWA. Only the Association can determine and collect due and assessments. Funds for financing Virginia Section activities may be obtained from sources consistent with the policies of the Association.
6.2 The Virginia Section may, in accordance with the procedures defined in the AWWA Documents as well as any other guidelines established by AWWA, apply for permission to levy a Section dues assessment, which shall be in addition to, and not a substitute for, AWWA membership dues. Any Virginia Section dues 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 objectives in Article 2. Once the initial Section dues assessment is approved, changes in Section dues assessment can be authorized by a vote of the Board of Trustees for submission to and approval by the AWWA Board of Directors.
6.3 The Virginia Section reserves the right to collect fees for section activities and events, as appropriate (e.g., registration fees for Annual Meetings, seminars, workshops, and other educational programs). Such fees will be established in accordance with these Bylaws, the policies and procedures of the Virginia Section, and the AWWA Documents.
6.4 The Virginia Section’s finances shall be managed in accordance with the AWWA Documents, the Virginia Section policies and procedures, and all applicable financial rules and regulations of the country and state in which the section operates. The Virginia Section shall conduct a financial audit or review no less than once every three years. A copy of the audited or reviewed financial Statement shall be provided to the Association. The audit or review shall be conducted by a qualified accountant who is not employed by or affiliated with (a) any employee or independent contractor of the Virginia Section involved with the Section’s finances nor (b) any officer or non-officer trustee for the Virginia Section.
Article 7: 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 property, affairs, and business of the Section shall be managed by the Board of Trustees, and the Board of Trustees shall have full power to establish and modify the policies for the conduct, management, and direction of the business and affairs of the Section, except for those matters specifically reserved or granted to the Members by statute or by the AWWA Documents.
7.2 Members and Structure of the Board of Trustees
7.2.1 The Section shall be governed by its Board of Trustees, consisting of a chair, chair-elect, AWWA Director, immediate past chair, four non-officer trustees, and such officers as may be deemed necessary for the proper functioning of the Section.
7.2.2 The Board of Trustees shall also include a secretary and a treasurer both whom may be elected or appointed.
7.3 Eligibility to Serve on the Board of Trustees
7.3.1 Any Member of the Virginia Section (a “Member”) including a Member who is also a member of another AWWA Section (a “multi-Section Member”), shall be eligible to hold elective office in the Section.
7.3.2 Multi-Section members may hold office in only one Section at a time.
7.3.3 Two (2) or more offices may not be held by the same individual, with the exception of the offices of secretary and treasurer.
7.3.4 Any Member that is eligible to vote, as defined in Article 5, 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 Section Board of Trustees
7.4.1 The term of office for the Chair shall be one (1) year, or until a successor is chosen. The Chair will automatically succeed to the Past Chair position for a term of one (1) year following their term as Chair. The term of office for the Chair-Elect shall be one (1) year, or until a successor is chosen. The Chair-Elect will automatically succeed to the Chair position for a term of one (1) year following their term as Chair-Elect.
7.4.2 The AWWA Director shall be elected for a term of three years or as otherwise required by the Bylaws of the Association.
7.4.3 The term of office for each of the Trustees shall be two (2) years, or until a successor is chosen.
7.4.4 The term of office for the Secretary and the Treasurer shall be three (3) years.
7.4.5 A decrease in the number of Trustees on the Board of Trustees may not shorten an incumbent Trustee's term of years.
7.4.6 The positions of chair, chair-elect, and past chair, do not allow for back-to-back terms.
7.4.7 In the absence of an election of successors by Members or an appointment by the Board of Trustees under Section 7.7, the holdover officers and non-officer trustees will remain in office.
7.5 Voting Rights of Board of Trustees
7.5.1 Each member of the Board shall have one (1) vote. Board members shall cast only their own votes (proxy votes are not allowed). Persons serving as Assistant Trustee, Assistant Secretary, and Assistant Treasurer shall have voice but not a vote.
7.6 Vacancies on the Board of Trustees
7.6.1 In the event any vacancy occurs on the Board of Trustees, 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 AWWA Director, a successor to serve for the remainder of the term may be selected by the members of such Section as prescribed in the bylaws of the Section or, in the absence of a Fully Noticed meeting of the Members, shall be appointed by the Board of Trustees. The Section chair or secretary shall notify the Chief Executive Officer of the Association of such selection.
7.6.3 The voting members of the Board of Trustees may remove any officer or non-officer trustee from the Board before the expiration of their term of office if the officer or trustee is found to have willfully failed to carry out their duties and responsibilities if so determined by a unanimous vote of the other members of the Board of Trustees. The Members may also vote to remove, with or without cause, any officer or trustee by a majority vote at any Fully Noticed Meeting of Members.
7.6.4 A vacancy created by the resignation, death, disability or removal of a member of the Board of Trustees may be filled by the Members at a Fully Notice Meeting or, if not so filled, by a majority vote of the Board of Trustees.
7.7 Nominations for Members of the Board of Trustees
7.7.1 The Section shall conduct an appropriate nominations and election process for the following members of the Board of Trustees: chair-elect, AWWA Director, two trustees for each given year, secretary, and treasurer, as deemed necessary by their terms.
7.7.2 The Nominations Committee shall consist of the AWWA Director, the Immediate Past Chair and the two (2) most recent prior Past Chairs. The senior Past Chair shall be chair of the committee. Each year, the committee shall develop a slate of nominees for those officer or trustee positions coming open at the Annual Meeting. The Nominations 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.
7.7.3 The candidate for AWWA Director shall be nominated by an ad hoc committee made up of the current AWWA Director and the two (2) most recent past Directors. The nominee's name shall then be provided to the Nominations Committee. The AWWA Director shall be elected in a manner and for a term consistent with Article 3 of the Bylaws of the Association.
7.8 Election of Trustees and Officers
7.8.1 Members of the Board of Trustees may be elected at the annual business meeting of the Section, at a Fully Noticed Meeting or, if approved by the Board of Trustees, by any other process permitted by law.
7.8.2 The presiding officer (which shall normally be the Chair of the Section) 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. For any office for which there is no nomination from the floor, the presiding officer shall ask for a motion directing the Secretary to cast a unanimous ballot for such office(s). For any office for which there are two (2) or more nominations, the elections shall be by written ballot or other method as determined by the presiding officer. The presiding officer will appoint an ad hoc committee to count the ballots and report the results of the contested election to the membership by the end of the Annual Meeting. The winner of any contested election shall be the person receiving the largest number of votes.
7.9 Duties of the Board of Trustees
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 of which they may be present. The Chair shall, with the assistance of the Executive Manager, set the agenda for all meetings of the Section and the Board.
7.9.2 The Chair-Elect shall perform the duties of the Chair in their absence, together with such duties as may be assigned by the Chair or the Board of Trustees. The chair-elect shall serve on such committees as they may be assigned.
7.9.3 The Past-Chair shall assist the chair and chair-elect in the performance of their duties and shall act in any other positions when assigned by the Board of Trustees.
7.9.4 The Secretary shall, subject to the direction of the Board of Trustees, be the executive administrator of the Virginia Section. The secretary shall see that notices are given and records and reports are kept properly and filed by the Section as required by law; and, in general, shall perform all duties incident to the office of the secretary of a corporation.
In the absence of the Executive Manager at any meeting of the Section or the Board, the secretary shall record and distribute the proceedings of such meeting. The secretary shall 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 of Trustees. The secretary shall also oversee the Executive Manager (a Virginia Section employee) and be responsible for their annual review. At the time of the review, the secretary is also responsible for recommending to the Board for any salary adjustments. The Executive Manager shall assist the secretary as directed. If the Section has multiple employees, the secretary is responsible for the annual review of each employee.
7.9.5 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 of Trustees. The Executive Manager shall assist the Treasurer as directed.
7.9.6 The AWWA Director shall serve on the AWWA Board of Directors. The AWWA Director shall be bound to adhere to the obligations of AWWA and its Board of Directors as set forth in the AWWA Documents. The Section acknowledges that, in the course of their duties, the AWWA Director may be faced with decisions that benefit AWWA and its Sections but not necessarily the Section from which the AWWA Director comes. Whenever the interests of the Section and the Association are in conflict in a matter being considered by the AWWA Board, the AWWA Director is bound to disclose such conflict to the AWWA Board and may, in certain cases, be required to abstain from deliberations or voting on such matters by the AWWA Board of Directors.
7.9.7 The Trustees' responsibilities include directing and coordinating the activities of the councils under their jurisdiction. The Trustees shall assist the chair and the chair-elect in the performance of their duties and shall act in any other officer position when delegated by the Board of Trustees.
7.9.8 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. The trustee shall serve on committees as liaisons or full members, as they may be assigned by the Board of Trustees.
Article 8: Committee Membership
8.1 The Section may establish committees as needed to conduct Virginia Section programs and business, and may dissolve committees as appropriate if their business has been concluded.
8.2 The Board of Trustees 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 Section Chair, except for those committees whose membership is determined by election or special appointment as established by the Board of Trustees.
8.3 Each committee shall meet at such time and place as determined by its committee chair.
Article 9: Meetings
9.1 The Board of Trustees 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 of Trustees 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 of Trustees 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 sixty (60) days before the date of the meeting, Notice of a regular meeting or of an Annual Meeting need not state the purpose(s) thereof, but a notice of a Special Meeting or a meeting at which proposed amendment of the Bylaws will be considered shall state the intended purpose.
9.6 Quorum for an annual business meeting or Fully Noticed Meeting of the Virginia Section shall be 10 members in good standing, as determined by the Secretary.
9.7 All Board of Trustees and committee meetings shall convene in accordance with Virginia Section policies and procedures. Except as may be otherwise determined by the Board of Trustees or committee, meetings should be conducted in accordance with the latest edition of “Roberts Rules of Order.”
Article 10 – Establishing Subdivisions
10.1 For ease of organization, the Board of Trustees may divide a geographic area within a Section’s boundaries into subdivisions that are still governed by the Board of Trustees.
Article 11: Amendments
11.1 Proposals for the amendment of these Bylaws may originate by a majority vote of the Board of Trustees or by the submission of a written petition signed by at least ten (10) Members. All such proposals shall be submitted to the secretary, who will bring the proposal to the attention of the Board of Trustees.
11.2 Any such amendment to the bylaws being proposed in either of these two manners, may be considered at the next annual business meeting of the Section by a majority vote of Members in good standing present at the meeting if such meeting is a Fully Noticed Meeting, provided, however, that all members shall have written notice at least 30 days in advance in which to consider the proposed amendment(s) prior to voting upon it.
11.3 At the discretion of the Board of Trustees, the bylaws may also be amended by mailed or email ballot (persons without email access will be sent a 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 letter or email ballot, approval shall be upon the affirmative vote of the majority of Members in good standing responding. The Secretary will be responsible for recording all Member votes returned to the Section.
11.4 Upon favorable action by the membership as to an amendment in the foregoing manner, the secretary of the Virginia Section shall submit the amendment(s) to the Chief Executive Officer of the Association for requested approval by the AWWA Board of Directors.
11.5 Grammar, punctuation, and spelling corrections may be made at the discretion of the Chief Executive Officer of the Association. The Board of Trustees will be advised of these corrections but no additional vote of Members shall be required for their approval.
11.6 Amendment(s) shall be effective only after receiving notice from the Association that the amendment(s) have been approved by the AWWA Board of Directors. Amendments that are adopted by the Members but are not approved by the AWWA Board of Directors shall be ineffective.
Article 12: Dissolution
12.1 In case of dissolution of the Virginia Section, all funds or other assets that may have been derived from the Association shall be returned to the Association.
12.2 Any remaining balance of Section funds or property of the Virginia Section shall be disposed of by transfer and distribution to the Association, another Section of the Association, or to any one or more nonprofit or charitable organizations or foundations with like purposes or goals that is organized and operated in an area included in an AWWA Section (hereinafter referred to as the "receiving organization").
12.3 The receiving organization(s) shall be selected by vote of the majority of the Section Members present in person or by proxy at a meeting of the Section called for this purpose. If for any reasons such disposition cannot be effected, then such funds shall be so distributed pursuant to the order, judgment or decree of a court having jurisdiction over the assets and property of the Section.
12.4 A receiving organization shall be required to have the following characteristics:
that it be operated exclusively for scientific or educational purposes;
that no part of the net earnings of the receiving organization shall inure to the benefit of any private shareholder or individual;
that no substantial part of the activities of the receiving organization constitutes the carrying on of propaganda or otherwise attempting to influence legislation;
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;
that it qualifies under the provisions of 501(c)(3) of the United States Internal Revenue Code, as they now exist or as they may hereafter be amended.
Article 13: Indemnification
13.1 Indemnification of officers and non-officer trustees of the Section is provided by the Association as described in the Association Bylaws, Article 6, Section 6.01.