2002 Bylaws

ARTICLE I - NAME

The name of this organization shall be the California-Nevada Section of the American Water Works Association.

ARTICLE II - OBJECTIVES

The objectives of this Section shall be:

1. The advancement of the knowledge of the design, construction, operation, and management of water utilities.
   
2. The consideration and resolution of problems involved in the production and distribution of safe and adequate water supplies.
   
3. The promotion of public awareness of drinking water quality issues as well as satisfactory relationships with the consuming public.
   
4. Giving proper consideration and expressing opinions upon practices, which will enable the industry to render the best possible service to the public.
   
5. Doing whatever is necessary and proper for the accomplishment of these objectives consistent with the public interest and the interests of the public water supply field.
   

ARTICLE III — MEMBERSHIP

The membership of the Section shall consist of those members of the American Water Works Association residing in or having principal business activity in the California-Nevada Section and those assigned to the California-Nevada Section by the Executive Director of the American Water Works Association. The geographic boundaries of the California-Nevada Section are defined as the states of California and Nevada.

ARTICLE IV - HEADQUARTERS

The headquarters of this Section shall be at the Section office designated by the Governing Board.

ARTICLE V - THE GOVERNING BOARD

1. The Chair of the Section
   
2. The Chair-Elect of the Section
   
3. The Vice-Chair of the Section
   
4. The Treasurer of the Section
   
5. The Secretary of the Section
   
6. The AWWA Directors of the Section
   
7. The Immediate Past Chair of the Section
   
8. The Manufacturers and Associates
   Council (MAC) Chair
   
9. Six Trustees
   
10. Six Division Chairs
    
11. Four Program Directors
    

1. The Chair, Chair-Elect, Vice-Chair, Treasurer, Secretary, AWWA Directors and the Immediate Past Chair shall be the officers of the Section.
   
2. The Secretary and Treasurer shall serve without voting privilege.
   
3. The term of office for each of the Governing Board members shall be:
   1. The Chair, the Chair-Elect and the Vice-Chair of the Section each shall serve for one year from the close of one annual meeting to the close of the annual meeting at which his/her successor is chosen. They shall not succeed themselves in their respective offices except in the case when a vacancy occurs. When officers ascend to a higher office to fill a vacancy during any one year, the following year they shall fill the offices they normally would have filled if the vacancy had not occurred. Upon expiration of the term of the Chair, the Chair-Elect shall ascend to the office of the Chair, the Vice Chair shall ascend to the office of the Chair-Elect and a new Vice Chair shall be elected.
      
   2. The term of Treasurer shall be three years. The treasurer may not succeed himself or herself, except that such prohibition shall not apply to a person appointed to fill an unexpired term.
      
   3. The Executive Director/Secretary and Treasurer shall be appointed by the Executive Committee and confirmed by the Governing Board. They shall serve at the pleasure of the Executive Committee, in accordance with Section Bylaws and Rules and Regulations.
      
   4. The AWWA Directors shall serve staggered three-year terms. The terms of office and the number of directors to which the Section is entitled shall be as provided in Bylaws of the American Water Works Association. If a Director is unable to attend a Board of Directors meeting, an alternate may be sent. The alternate shall be subject to all duties, responsibilities, and restrictions and be entitled to all privileges of the elected Director for the meeting during which he or she serves as alternate. Alternates for Director shall be a Past-Director, the Director-Elect or a current or past Section officer as designated by the Governing Board.
      
   5. Each Trustee elected at large shall serve a three-year term from the close of one annual meeting to the close of the annual meeting at which his or her successor is chosen. Two members shall be elected each year.
      
   6. The Immediate Past Chair shall be the living Past Chair who has most recently served as Chair. He or she shall serve a one-year term from the close of one annual meeting to the close of the next following annual meeting.
      
   7. Program Directors, including the MAC Chair, shall serve three-year terms from the close of one annual meeting to the close of the next annual meeting at which his or her successor is designated. They may serve a second term, but shall not serve more than six consecutive years.
      
   8. Division Chairs shall serve one-year terms from the close of one annual meeting to the close of the next annual meeting, at which time the Vice Chair of the Division shall ascend to the position of Division Chair. Division Chairs may serve only one-year on the Governing Board.
      
   
   
4. If the Chair fails to complete a term, the succession of office shall be Chair-Elect to Chair and Vice Chair to Chair-Elect, and the Governing Board shall appoint a qualified member to complete the unexpired term of the Vice-Chair. If the Chair-Elect fails to complete a term, the Vice-Chair shall succeed to the office of Chair-Elect, and the Governing Board shall appoint a qualified member to complete the unexpired term of the Vice-Chair. The ascending Officer(s) may serve consecutive terms as provided for in Section 3.a.
   
5. None of the above elected Governing Board members, except the MAC Chair, may serve two terms consecutively in the same capacity. This prohibition shall not apply to a person acting as Chair, Chair-Elect, or Vice-Chair under the provisions of Section 3.a of this Article.
   
6. All Board members shall be members of the American Water Works Association entitled to vote and hold office, and reside within the geographical area of the Section. The Chair, Chair-Elect and Vice-Chair shall have served three years on the Governing Board.
   
7. The Governing Board shall be the governing body of the Section and shall execute their business in accordance with the Bylaws and Regulations of the Section, and the Bylaws and Governing Documents of the American Water Works Association.
   
8. Regular meetings of the Governing Board shall be held at the time of each Section Conference, Spring and Fall, and for annual budget preparation. There shall be not less than three regular meetings each year. Additional meetings of the Board may be called by the Chair or at the request of any five members of the Board. Board members shall be given seven days notice of such meeting.
   
9. A quorum of the Governing Board shall consist of a majority of its members entitled to vote.
   
10. The Board shall prepare and amend regulations as needed to govern the operations of the Section, not in conflict with these Bylaws or the American Water Works Association Governing Documents.
    
11. 1. Each year the Governing Board shall adopt a budget of estimated in-come and planned expenditures for the calendar year beginning January 1.
       
    2. A proposed annual budget shall be prepared and submitted to the Governing Board by the Treasurer, with the aid of the Executive Director. It shall be distributed to the Executive Committee no less than fifteen (15) days prior to submission to the Governing Board at their Budget Meeting. After adoption it shall not be amended, except for the Contingency item created in Section (c) below.
       
    3. It shall be the duty of the Executive Director to notify the Treasurer and the Section Official involved when any budget item appears to approach the budgeted amount. If the Official believes that expenditures are needed beyond the budget limit the Official shall be notified that the additional expenditures first must be in accordance with Section (d), next;
       
    4. The budget shall contain a Contingency Item. After adoption of the budget, approved request for additional funds shall be funded from the Contingency Item. Requests shall be directed to the Executive Director who shall consult with the Treasurer as to whether funds are available; with the approval of the Treasurer, the Executive Director shall forward the request and his or her recommendation to the Chair who may authorize use of funds from the Contingency Item provided uncommitted funds are available. The Contingency Item shall be amended by the Treasurer to reflect such transfer(s). The cumulative total of the Contingency Item/ including expenditures authorized by the Executive Committee, shall not exceed twenty (20) percent of the budgeted expenses exclusive of the Contingency Item, unless increased by two-thirds (2/3) vote of the Governing Board. Contingency Item activities shall be presented to the Board at its meetings. Budgeted funds shall be used only for the objectives detailed at the time of budget adoption.
       
    
    

ARTICLE VI - DUTIES OF THE OFFICERS

1. The Chair shall supervise and coordinate all the affairs of the Section; preside at all meetings of the Section, Governing Board and Executive Committee; be the official spokesperson for the Section; execute; serve as Ex-Officio member of all standing Section Committees; and in general, shall perform all duties incident to the office of Chair.
   
2. The Chair-Elect shall perform the duties of the Chair in the latter's absence, together with such other duties as may be assigned to him or her by the Chair or the Governing Board.
   
3. The Vice-Chair shall perform the duties of the Chair-Elect in the latter's absence, together with such other duties as may be assigned to him or her by the Chair or Governing Board.
   
4. The Immediate Past Chair shall assist the Chair, Chair-Elect, and the Vice Chair in the performance of their duties and shall act in any other Officer position when so required by the Governing Board.
   
5. The Treasurer is the Fiscal Officer of the Section and shall in general perform all duties incident to the office of the Treasurer of the Section. The Treasurer shall, whenever so required by the Governing Board, render, a detailed account analysis. He/She, as required by the Board, may have to enter into a contract to perform his/her duties.
   
6. The Secretary, who also serves as the Executive Director, shall record minutes and votes of all such meetings; see that notices are given and records and reports are kept properly and filed by the Section as required by law; be the custodian of the seal of the Section, and see that it is affixed to all documents to be executed on behalf of the Section under its seal; and, in general, shall perform all duties incident to the office of Secretary of the Section.
   
7. The Governing Board may create the position of Executive Director, the duties of which position may include being the Secretary of the Section.
   
   The Executive Director shall be appointed by the Executive Committee, subject to confirmation by the Governing Board; and shall serve under the general supervision of the Section Chair.
   
   The Executive Director shall: (a) serve as the chief administrator of the Section; (b) hire, discipline and terminate all Section office employees and prescribe their duties; (c) execute contracts as designated by the Governing Board and overseen by the Section Chair, provided the policy for such contract has been established by the Governing Board, (d) shall conduct, manage, and direct the business and affairs of the Section in accordance with these Bylaws and within the policies established by the Governing Board (e) and, shall perform such other duties for Section activities and programs as may be approved and assigned by the Governing Board.
   
   The Executive Director shall be bonded and shall see to the filing of all necessary tax reports and, after review by the Treasurer, shall see that they are submitted to the State and Federal Governments.
   
   The Executive Director shall carry out all duties outlined in the Section Rules and Regulations, and the Executive Director's Job Description, as approved by the full Governing Board.
   
8. The AWWA Directors, serving both as Section Governing Board members and as members of the American Water Works Association Board of Directors, shall represent each of these bodies in the deliberations of the other and shall act to coordinate and unify their actions for the best interest of the Section and the American Water Works Association.
   
9. Executive Committee members shall attend all meetings of the Section. Governing Board members shall attend the Annual Membership Meeting (which is to be conducted at the Annual Fall Conference) and Governing Board meetings unless specifically excused by the Chair.
   

ARTICLE VII - STANDING COMMITTEES

1. The Governing Board, from time to time, may establish or discontinue divisions, programs and committees, assigning or reassigning their duties and methods of reporting as the Governing Board deems essential for the good of the Section.
   
   Divisions shall foster the interest and participation of our members in various fields of the waterworks industry. Programs shall deal with continuing Section activities such as Certification, Education, Conferences and Public Information. The Governing Board may create and assign or reassign committees to the various divisions and programs.
   
2. The Executive Committee of the Section shall consist of the Chair, Chair-Elect, Vice-Chair, Treasurer, Secretary, Immediate Past Chair, and the AWWA Directors. The Committee will schedule meetings as needed to conduct Section business in an efficient manner. The Committee shall meet as required for the purpose of making recommendations to the Governing Board and to take such action as may be needed between meetings of the Board. The Executive Committee may approve Section expenditures not foreseen during the budget process. Any funding authorizations made by the Executive Committee shall be limited, on a cumulative basis, to ten percent (10%) of the Section's annual budget, and shall be further limited by the provisions of Article V, Section 11(d).
   
3. The MAC shall consist of no less than five, nor more than fifteen representatives of manufacturers, and associates belonging to the American Water Works Association who have offices or plants within the California-Nevada Section. The committee chair shall serve as a member of the Governing Board. The Chair and Chair Elect, or at one of their requests, the Executive Director, shall be present at all meetings to advise the MAC on fiscal matters.
   
   This MAC shall provide responsible representation for and involvement, develop programs and activities, and provide policy input on the behalf of manufacturers and associate members, subject to approval of the Governing Board.
   

ARTICLE VIII - ELECTION OF OFFICERS

1. The Section shall have a Personnel Selection Committee. The committee will be composed of five individuals holding the following positions within the Section: the Immediate Past AWWA Director (Chair of Committee), the Section Chair-Elect, the Section Vice-Chair, and two At-Large candidates (one Fuller award and one Elliot Award recipient each). Four of these committee members will turn over every year (the Chair-Elect, Vice-Chair and the two At-large members). The Chair of the Committee will serve a two-year term. Appointments to fill vacancies shall be handled by the Chair of the Section and shall be for the duration of the original term.
   
2. This Committee shall select candidates for the Vice Chair, Trustee, and AWWA Director positions. The Executive Director and Treasurer shall be selected by the Executive Committee in accordance with Article V, Section 3(c) of these Bylaws.
   
3. For elected Officers of the Section, as outlined in Article VII (3),this Committee shall recommend a slate of candidates for Governing Board approval before the Fall Conference. Once approved by the Governing Board, the slate of candidates will be presented for membership vote at the fall conference. Nominations may also be made and received from members of the Section from the floor. (All members of the Section, in good standing, except multi-Section members, are eligible to vote) Nominations may not be closed until full opportunity has been given to permit such nominations from the floor. The new Officers shall then be immediately elected by vote of the section members present. Voting to take place by "viva voce" or by ballot at the discretion of the Chair.
   
4. Position Election Criteria and Process is as follows:
   
   Chair - Ascends from Chair-Elect position.
   
   Chair-Elect - Ascends from Vice-Chair position.
   
   Vice-Chair - At least two duly qualified persons will be considered for the position. Each to participate in a telephone interview with the Personnel Selection Committee members. Simple majority committee vote shall prevail in recommending a candidate for the Board. Simple majority vote of the Governing Board to recommend to the membership. Simple majority of the membership to take office.
   
   Past-Chair- Is the previous year's Chair.
   
   AWWA Directors – Usually communicates interest to serve Personnel Selection Committee. May be asked to participate in a telephone interview. Simple majority committee vote shall prevail to recommend a candidate to the Board. Simple majority vote of the Governing Board for appointment to the AWWA Director Position.
   
   Trustee - Nominated by the Personnel Selection Committee. May be asked to participate in a telephone interview. A simple majority committee vote shall prevail to recommend a candidate to the Board. A simple majority vote of the Governing Board to move to the membership. Simple majority vote of the membership at the Annual Bussness meeting to take office.
   
   Program Director - Ascends from the Assistant Director Position and/or is appointed by the Section Chair.
   
   Division Chair - Ascends from the Division Vice Chair Position.
   
5. Should any Governing Board member be unable to complete the term of office for which he or she has been elected, the Governing Board shall, at the recommendation of the Section Chair, appoint a qualified member of the Section to complete such unexpired term, except as provided in Section 4 of Article V for the succession of the Chair-Elect to the office of Chair, and the succession of the Vice-Chair to the office of Chair-Elect.
   

ARTICLE IX - MEETINGS

1. The Section shall hold one principal conference in the Fall of the year, rotating the site location among the geographic areas of the Section on an equitable basis to encourage maximum participation of the membership.
   
   The Annual Business meeting shall be held during the Section's principal Fall Conference. At any business meeting of the Section membership, fifty (50), members in good standing shall constitute a quorum.
   
   The Governing Board may authorize other meetings of the Section held each year in addition to the principal Annual Section Conference.
   
   There may also be geographical group sub-meetings sponsored by the Board or by a committee appointed by them, subject to the other provisions of this Article. Every reasonable means shall be used to prevent a conflict of Section meeting dates with those of other sections. Joint meetings with adjacent sections and other associations with similar interest shall be encouraged.
   
   Each member or guest in attendance at any conference or meeting of the Section must pay, at the time of registration, such registration fee as may be fixed by the Governing Board of the Section for the conference or meeting to be held. The purpose of the registration fee is for the payment of conference and meeting costs and Section expenses; except that no member shall be required to pay a fee to participate in the annual business meeting.
   
2. The order of business at all Section meetings shall be determined prior to the meeting and may conform to the following format (all meetings are to be in conformance with Roberts Rules of Order):
   1. Call to order by Chair.
   2. Approval of the minutes of the previous meeting.
   3. Financial report of the Treasurer.
   4. Awards.
   5. Resolutions.
   6. Amendments to the Bylaws.
   7. Miscellaneous Business.
   8. Report of the Personnel Selection Committee. Further nominations, if any, and election of Officers and Trustees for the ensuing year(s)
   9. Chair's review of the year's activities.
   10. Adjournment.
   
   

ARTICLE X - AMENDMENTS

1. Proposals for the amendment of these Bylaws may originate by a majority vote of the Governing Board or by submission to the Secretary of a written petition signed by at least fifty members of the Section. Upon an amendment being proposed in either of these two manners, the Secretary shall furnish each member of the Section a copy of the proposed amendment. The proposed amendment shall then be voted upon by the members at the next annual meeting in a manner similar to that provided for the election of officers (Article VIII), or may at the discretion of the Governing Board be voted upon by letter ballot. A simple majority of valid ballots returned shall constitute approval. The membership shall have at least thirty days to consider any amendment prior to voting upon it.
   
2. If the proposed amendment is approved by vote of the membership, the Section's Secretary shall then submit the amendment to the Executive Director of the American Water Works Association for approval by the Association's Board of Directors. Upon notification by the Association's Executive Director that the amendment has been approved, it shall become effective.
   
3. Whenever the American Water Works Association shall make changes in its governing documents that cause the Section's bylaws to be in conflict with such changes, the Executive Director shall have the Section office automatically make the essential changes in the Section's Bylaws necessary to bring them into compliance with the American Water Works Association governing documents. The Governing Board should receive written notice of all changes.
   
4. When Bylaw amendments are made, the Secretary Executive Director shall make the essential corrections in the article and paragraph spelling, phrasing and placement before forwarding the amendments to American Water Works Association for approval, without changing the intent of such amendments.

ARTICLE XI - DISSOLUTION

In case of dissolution of the Section, such portions of the funds or property thereof in the hands of the Section as may have been derived from the general funds of the American Water Works Association shall be returned to the American Water Works Association.

The balance of the Section funds or property shall be disposed of by transfer and distribution to any one or more corporations, funds or foundations organized and operated in an area included in an American Water Works Association section, hereinafter referred to as the "receiving organization." The receiving organization shall:

--be operated exclusively for scientific or educational purposes,

--no part of the net earnings of which inures to the benefit of any private shareholder or individual,

--no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation, and

--which 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.

The receiving organization would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code, as they now exist or may be hereafter amended. Such receiving organization is to be selected by vote of the majority of the members of the Section at a meeting called for the purpose of dissolution of the Section, or if for any reason such disposition cannot be effected, then such fund shall be so distributed pursuant to the order, judgment or decree of a court having jurisdiction over the assets and property of the Section.

(10/14/2002)

(As approved by the AWWA Board of Directors January 19, 2003)